[Federal Register Volume 80, Number 161 (Thursday, August 20, 2015)]
[Notices]
[Pages 50689-50701]
[FR Doc No: 2015-20544]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75700; File No. SR-EDGA-2015-33]

Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change to Rule
11.6, Definitions; Rule 11.8, Order Types; Rule 11.9, Priority of
Orders; Rule 11.10, Order Execution; and Rule 11.11, Routing to Away
Trading Centers

August 14, 2015.
    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 August 11, 2015, EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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.
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    \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).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange filed a proposal to align certain rules with similar
rules of BATS Exchange, Inc. (``BZX''), BATS Y-Exchange, Inc.,
(``BYX''), and EDGX Exchange, Inc. (``EDGX''). These changes are
described in detail below and include amending: (i) Rule 11.6,
Definitions; (ii) Rule 11.8, Order Types; (iii) Rule 11.9, Priority of
Orders; (iv) Rule 11.10, Order Execution; and (v) Rule 11.11, Routing
to Away Trading Centers. The Exchange does not propose to implement new
or unique functionality that has not been previously filed with the
Commission or is not available on BZX, BYX, or EDGX. The Exchange notes
that the proposed rule text is based on BZX, BYX, and EDGX rules and is
different only to the extent necessary to conform to the Exchange's
current rules.
    The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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
    On June 5, 2014, Chair Mary Jo White asked all national securities
exchanges to conduct a comprehensive review of each order type offered
to members and how it operates.\5\ The Exchange notes that a
comprehensive rule filing clarifying and updating Exchange rules was
approved by the Commission in November 2014.\6\ However, based on the
request from Chair White, the Exchange did indeed conduct further
review of each order types and its operation. The proposals set forth
below are based on this comprehensive review and are intended to
clarify and to include additional specificity regarding the current
functionality of the Exchange's System,\7\ including the operation of
its order types and order instructions. The proposals set forth below
are intended to supplement the approved filing based on further review
conducted by the Exchange and are intended to clarify and enhance the
understandability of the Exchange's rules related to the ranking and
execution of orders.
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    \5\ See Mary Jo White, Chair, Commission, Speech at the Sandler
O'Neill & Partners, L.P. Global Exchange and Brokerage Conference,
(June 5, 2014) (available at http://www.sec.gov/News/Speech/Detail/Speech/1370542004312#.VD2HW610w6Y).
    \6\ Securities Exchange Act Release No. 73592 (November 13,
2014), 79 FR 68937 (November 19, 2014) (SR-EDGA-2014-20).
    \7\ The term ``System'' is defined as ``the electronic
communications and trading facility designated by the Board through
which securities orders of Users are consolidated for ranking,
execution and, when applicable, routing away.'' See Exchange Rule
1.5(cc).
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    The proposed amendments are also intended to better align certain
Exchange rules and system functionality with that currently offered by
BZX, BYX, and EDGX in order to provide a consistent rule set across the
exchanges. In early 2014, the Exchange and its affiliate, EDGA received
approval to effect a merger (the ``Merger'') of the Exchange's parent
company, Direct Edge Holdings LLC, with BATS Global Markets, Inc., the
parent of BZX and BYX (together with BZX, EDGA and EDGX, the ``BGM
Affiliated Exchanges'').\8\ In order to provide consistent rules and
system functionality amongst the Exchange, BZX, BYX, and EDGX, the
Exchange proposes to amend: (i) Rule 11.6, Definitions; (ii) Rule 11.8,
Order Types; (iii) Rule 11.9, Priority of Orders; (iv) Rule 11.10,
Order Execution; and (v) Rule 11.11, Routing to Away Trading Centers.
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    \8\ See Securities Exchange Act Release No. 71449 (January 30,
2014), 79 FR 6961 (February 5, 2014) (SR-EDGX-2013-43; SR-EDGA-2013-
34).
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    Unless otherwise noted, the proposed rule text is based on BZX,
BYX, or EDGX rules and is different only to the extent necessary to
conform to the Exchange's current rules.\9\ The proposed amendments do
not propose to implement new or unique functionality that has not been
previously filed with the Commission or is not available on BZX, BYX,
or EDGX.\10\
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    \9\ To the extent a proposed rule change is based on an existing
BZX or BYX rule, the language of the BZX, BYX, and Exchange rules
may differ to extent necessary to conform with existing Exchange
rule text or to account for details or descriptions included in the
Exchange Rules but not currently included in BZX or BYX rules based
on the current structure of such rules.
    \10\ The Exchange's affiliate, EDGX, recently filed a proposal
making many of the same changes to clarify and enhance EDGX Rules
that are proposed in this filing with respect to EDGA Rules. See
infra, note 14. In contrast to that filing, however, which also
proposed functional changes to the EDGX system so that such system
operates more like BZX, this proposal does not propose any changes
that would modify the operation of the EDGA System. Rather, all
changes proposed herein are intended to clarify and enhance the
Exchange's Rules or to align such Rules with the Exchange's
affiliates. The Exchange notes that certain of the proposed changes
would modify Exchange functionality if all orders with a Post Only
instruction, as defined below, did not remove contra-side liquidity
on entry based on the Exchange's fee structure. See infra, notes 18
and 19. Because orders with a Post Only instruction do, however,
remove liquidity on entry pursuant to the Exchange's fee structure,
the Exchange is proposing these changes to maintain rules that are
consistent with the other BGM Affiliated Exchanges and in the event
the Exchange's fee structure changes in the future.
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Rule 11.6, Definitions
    Rule 11.6, Definitions, sets forth in one rule current defined
terms and order instructions that are utilized in Chapter XI. Rule 11.6
also includes additional defined terms and instructions to aid in
describing System\11\ functionality and the operation of the Exchange's
order types. The Exchange proposes to amend Rule 11.6 to align certain
sections with the rules of BZX, BYX, and EDGX, including additional
specificity regarding the operation of Exchange functionality. These
changes are described below and include: (i) Amending paragraph (d)
regarding Discretionary Range; (ii) amending subparagraph (l)(1)(A)
regarding the Price Adjust Re-Pricing instruction; (iii) amending
subparagraph (l)(1)(B) regarding the Display-Price Sliding instruction;
(iv) amending subparagraph (l)(2) regarding the Short Sale re-pricing
instruction; (v) amending subparagraph (l)(3) regarding the re-pricing
of non-displayed orders; (vi) amending subparagraph (n)(1), (2) and (4)
regarding the Aggressive, Super Aggressive, and Post Only instructions;
and (vii) amending subparagraph (q) regarding Immediate-or-Cancel and
Fill-or-Kill Time-In-Force instructions. As stated above, the proposed
amendments to Rule 11.6 do not propose to implement new or unique
functionality that has not been previously filed with the Commission or
is not available on BZX, BYX, or EDGX. Each of these amendments are
described in more detail below.
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    \11\ The term ``System'' is defined as ``the electronic
communications and trading facility designated by the Board through
which securities orders of Users are consolidated for ranking,
execution and, when applicable, routing away.'' See Exchange Rule
1.5(cc).
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Discretionary Range (Rule 11.6(d))
    Current Functionality. Pursuant to current Rule 11.6(d),
Discretionary Range is an instruction the User \12\ may attach to an
order to buy (sell) a stated amount of a security at a specified,
displayed price with discretion to execute up (down) to a specified,
non-displayed price. An order with a Discretionary Range instruction
resting on the EDGA Book \13\ will execute at its least aggressive
price when matched for execution against an incoming order that also
contains a Discretionary Range instruction, as permitted by the terms
of both the incoming and resting order.
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    \12\ The term ``User'' is defined as ``and Member or Sponsored
Participant who is authorized to obtain access to the System
pursuant to Rule 11.3.'' See Exchange Rule 1.5(ee).
    \13\ The ``EDGA Book'' is defined as ``System's electronic file
of orders.'' See Exchange Rule 1.5(d).
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    Proposed Functionality. The Exchange proposes to amend the
Discretionary Range instruction under Rule 11.6(d) to align with BZX
Rule

11.9(c)(10) \14\ and EDGX Rule 11.6(d).\15\ As proposed, amended Rule
11.6(d) is substantially similar to BZX and BYX Rule 11.9(c)(10) and
identical to EDGX Rule 11.6(d).
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    \14\ See Securities Exchange Act Release No. 74738 (April 16,
2015), 80 FR 22600 (April 22, 2015) (SR-BATS-2015-09) (Order
Granting Approval of a Proposed Rule Change to Amend Rules 11.9,
11.12, and 11.13).
    \15\ See Securities Exchange No. 75479 (July 17, 2015), 80 FR
43810 (July 23, 2015) (SR-EDGX-2015-33).
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    First, the Exchange proposes to add specificity to the Exchange's
rule based on BZX and BYX Rule 11.9(c)(10) to make clear that although
an order with a Discretionary Range instruction may be accompanied by a
Displayed \16\ instruction, an order with a Discretionary Range
instruction may also be accompanied by a Non-Displayed \17\
instruction, and if so, will have a non-displayed ranked price as well
as a discretionary price. The Exchange further proposes to adopt
language from BZX and Rule 11.9(c)(10) to specifically state that
resting orders with a Discretionary Range instruction will be executed
at a price that uses the minimum amount of discretion necessary to
execute the order against an incoming order. Neither of these proposed
changes represent changes to functionality, but rather, additional
specificity in Exchange Rules based on BZX and BYX Rule 11.9(c)(10).
The Exchange notes that the same changes were recently made to EDGX
Rule 11.6(d).\18\
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    \16\ See Exchange Rule 11.6(e)(1).
    \17\ See Exchange Rule 11.6(e)(2).
    \18\ See supra note 15.
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    Second, the Exchange also proposes to amend its current Rule by
adding language to 11.6(d) discussing how an order with a Discretionary
Range instruction would interact with an order with a Post Only
instruction. Specifically, when an order with a Post Only instruction
that is entered at the displayed or non-displayed ranked price of an
order with a Discretionary Range instruction that does not remove
liquidity on entry pursuant to Rule 11.6(n)(4),\19\ the order with a
Discretionary Range instruction would be converted to an executable
order and will remove liquidity against such incoming order.\20\
Similar to the proposed amendments to the Aggressive and Super
Aggressive instructions described below, due to the fact that an order
with a Discretionary Range instruction contains a more aggressive price
at which it is willing to execute, the Exchange proposes to treat
orders with a Discretionary Range instruction as aggressive orders that
would prefer to execute at their displayed or non-displayed ranked
price than to forgo an execution due to applicable fees or rebates.
Accordingly, in order to facilitate transactions consistent with the
instructions of its Users, the Exchange proposes to execute resting
orders with a Discretionary Range instruction (and certain orders with
an Aggressive or Super Aggressive instruction, as described below)
against incoming orders, when such incoming orders would otherwise
forego an execution. The Exchange notes that the determination of
whether an order should execute on entry against resting interest,
including against a resting order with a Discretionary Range
instruction, is made prior to determining whether the price of such an
incoming order should be adjusted pursuant to the Exchange's price
sliding functionality pursuant to Rule 11.6(l). In other words, an
execution would have already occurred as set forth above before the
Exchange would consider whether an order could be displayed and/or
posted to the EDGA Book, and if so, at what price.
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    \19\ Under Rule 11.6(n)(4), an order with a Post Only
instruction or Price Adjust instruction will remove contra-side
liquidity from the EDGA Book if the order is an order to buy or sell
a security priced below $1.00 or if the value of such execution when
removing liquidity equals or exceeds the value of such execution if
the order instead posted to the EDGA Book and subsequently provided
liquidity, including the applicable fees charged or rebates
provided. To determine at the time of a potential execution whether
the value of such execution when removing liquidity equals or
exceeds the value of such execution if the order instead posted to
the EDGA Book and subsequently provided liquidity, the Exchange will
use the highest possible rebate paid and highest possible fee
charged for such executions on the Exchange.
    \20\ The Exchange notes that under its current fee structure all
orders with a Post Only instruction remove liquidity on entry. As
such, the proposal will not modify the operation of the Exchange at
this time. However, if, in the future, the Exchange modifies its
fees such that all orders with a Post Only instruction do not remove
liquidity then such changes do represent a functional change to the
System.
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Examples--Order With a Discretionary Range Instruction Executes Against
an Order With a Post Only Instruction
    Assume that the National Best Bid or Offer (``NBBO'') is $10.00 by
$10.05, and the Exchange's BBO is $9.99 by $10.06. Assume that the
Exchange receives a non-routable order to buy 100 shares at $10.00 per
share designated with discretion to pay up to an additional $0.05 per
share. Assume further that an order would not remove any liquidity upon
entry pursuant to the Exchange's economic best interest functionality.
     Assume that the next order received by the Exchange is an
order with a Post Only instruction to sell 100 shares of the security
priced at $10.03 per share. The order with a Post Only instruction
would not remove any liquidity upon entry, and would post to the EDGA
Book at $10.03. This would, in turn, trigger the discretion of the
resting buy order with a Discretionary Range instruction and an
execution would occur at $10.03. The order with a Post Only instruction
to sell would be treated as the adder of liquidity and the buy order
with discretion would be treated as the remover of liquidity.
     Assume the same facts as above, but that the incoming
order with a Post Only instruction is priced at $10.00 instead of
$10.03. As is true in the example above, the order with a Post Only
instruction would not remove any liquidity upon entry. Rather than
cancelling the incoming order with a Post Only instruction to sell back
to the User, particularly when the resting order with a Discretionary
Range instruction is willing to buy the security for up to $10.05 per
share, the Exchange proposes to execute at $10.00 the order with a Post
Only instruction against the resting buy order with a Discretionary
Range instruction. As is also true in the example above, the order with
a Post Only instruction to sell would be treated as the liquidity adder
and the buy order with discretion would be treated as the liquidity
remover. As set forth in more detail below, if the incoming order was
not an order with a Post Only instruction to sell, the incoming order
could be executed at the ranked price of the order with a Discretionary
Range instruction without restriction and would therefore be treated as
the liquidity remover.
    Third, the Exchange proposes to modify the description of the
process by which it handles incoming orders that interact with
Discretionary Orders. The Exchange proposes to specify in Rule 11.6(d)
its proposed handling of a contra-side order that executes against a
resting Discretionary Order at its displayed or non-displayed ranked
price or that contains a time-in-force of IOC or FOK and a price in the
discretionary range by stating that such an incoming order will remove
liquidity against the Discretionary Order. The Exchange also proposes
to specify in Rule 11.6(d) its handling of orders that are intended to
post to the EDGA Book at a price within the discretionary range of an
order with a Discretionary Range instruction. This includes, but is not
limited to, an order with a Post Only instruction. Specifically, the
Exchange proposes to specify in Rule 11.6(d) that any contra-side order
with a time-in-force other than IOC or FOK and a price within the
discretionary range but not at the

displayed or non-displayed ranked price of an order with a
Discretionary Range instruction will be posted to the EDGA Book and
then the order with a Discretionary Range instruction would remove
liquidity against such posted order.
Examples--Order With a Discretionary Instruction Executes Against an
Order Without a Post Only Instruction
    Assume that the NBBO is $10.00 by $10.05, and the Exchange's BBO is
$9.99 by $10.06. Assume that the Exchange receives an order to buy 100
shares of a security at $10.00 per share designated with discretion to
pay up to an additional $0.05 per share.
     Assume that the next order received by the Exchange is an
order with a Book Only instruction \21\ to sell 100 shares of the
security with a TIF other than IOC or FOK priced at $10.03 per share.
The order with a Book Only instruction would not remove any liquidity
upon entry and would post to the EDGA Book at $10.03. This would, in
turn, trigger the discretion of the resting buy order and an execution
would occur at $10.03. The order with a Book Only instruction to sell
would be treated as the adder of liquidity and the buy order with
discretion would be treated as the remover of liquidity.
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    \21\ The term ``Book Only'' is defined as an ``order instruction
stating that an order will be matched against an order on the EDGA
Book or posted to the EDGA Book, but will not route to an away
Trading Center.'' See Exchange Rule 11.6(n)(3).
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     Assume the same facts as above, but that the incoming
order with a Book Only instruction is priced at $10.00 instead of
$10.03. The order with a Book Only instruction would remove liquidity
upon entry at $10.00 per share pursuant to the Exchange's order
execution rule.\22\ Contrary to the examples set forth above, the order
with a Book Only instruction to sell would be treated as the liquidity
remover and the resting buy order with discretion would be treated as
the liquidity adder. The Exchange notes that this example operates the
same whether an order contains a TIF of IOC, FOK or any other TIF.
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    \22\ See Exchange Rule 11.10.
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    Finally, because orders with a Discretionary Range instruction have
both a price at which they will be ranked and an additional
discretionary price, the Exchange proposes to expressly state how the
Exchange handles a routable order with a Discretionary Range
instruction by stating that such an order will be routed away from the
Exchange at its full discretionary price. As an example, assume the
NBBO is $10.00 by $10.05 and the Exchange's BBO is $9.99 by $10.06. If
the Exchange receives a routable order with a Discretionary Range
instruction to buy at $10.00 with discretion to pay up to an additional
$0.05 per share, the Exchange would route the order as a limit order to
buy at $10.05. Any unexecuted portion of the order would be posted to
the EDGA Book with a ranked price of $10.00 and discretion to pay up to
$10.05.
    The Exchange notes that it has historically treated orders with a
Discretionary Range instruction as relatively passive orders and as
orders that, once posted to the EDGA Book, would in all cases be
treated as the liquidity provider. The changes proposed above will
change the handling of orders with a Discretionary Range instruction
such that such orders are more aggressive and, thus, such orders will
execute on the Exchange in additional circumstances than they do
currently without regard to such orders' status as resting orders. In
turn, orders with a Discretionary Range instruction resting on the EDGA
Book may be treated as liquidity removers under certain circumstances,
as outlined above.
Re-Pricing (Rule 11.6(l))
    The Exchange currently offers re-pricing instructions which, in all
cases, result in the ranking and/or display of an order at a price
other than its limit price in order to comply with applicable
securities laws and Exchange Rules. Specifically, the Exchange
currently offers re-pricing instructions to ensure compliance with
Regulation NMS and Regulation SHO. The re-pricing instructions
currently offered by the Exchange re-price and display an order upon
entry and in certain cases again re-price and re-display an order at a
more aggressive price based on changes in the NBBO. Rule 11.6(l) sets
forth the re-pricing instructions currently available to Users with
regard to Regulation NMS compliance--Price Adjust, and Display-Price
Sliding, as well as a separate re-pricing process with regard to
Regulation SHO compliance. As described below, the Exchange now
proposes to amend its re-pricing instructions to align and streamline
Exchange rules with those of BZX, BYX, and EDGX. As above, the Exchange
notes that the proposed changes are intended to clarify and enhance
Exchange Rules or to align such Rules with the other BGM Affiliated
Exchanges but will not modify the current operation of the System
because of the Exchange's current fee structure and because all orders
with a Post Only instruction currently will remove liquidity from the
Exchange if they interact with contra-side liquidity.
Re-Pricing Instructions To Comply With Rule 610(d) of Regulation NMS
    The Exchange proposes to amend its re-pricing instructions to
comply with Rule 610(d) of Regulation NMS as follows: (i) Amend the
Price Adjust instruction under Rule 11.6(l)(1)(A) to: (A) Divide the
rule into subparagraphs (i), (ii), and (iii); (B) clarify the order
must be a Locking Quotation \23\ or Crossing Quotation \24\ of an
external market; and (C) propose new subparagraph (iv) described below;
and (ii) amend the Displayed Price Sliding instruction under Rule
11.6(l)(1)(B) to: (A) Change references from ``Displayed Price
Sliding'' to ``Display-Price Sliding''; (B) replace the text of Rule
11.6(l)(1)(B) with text that is substantially similar to BZX and BYX
Rules 11.19(g)(1) and identical to EDGX Rule 11.6(l)(1)(B).
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    \23\ The term ``Locking Quotation'' is defined as ``[t]he
display of a bid for an NMS stock at a price that equals the price
of an offer for such NMS stock previously disseminated pursuant to
an effective national market system plan, or the display of an offer
for an NMS stock at a price that equals the price of a bid for such
NMS stock previously disseminated pursuant to an effective national
market system plan in violation of Rule 610(d) of Regulation NMS.''
See Exchange Rule 11.6(g).
    \24\ The term ``Crossing Quotation'' is defined as ``[t]he
display of a bid (offer) for an NMS stock at a price that is higher
(lower) than the price of an offer (bid) for such NMS stock
previously disseminated pursuant to an effective national market
system plan in violation of Rule 610(d) of Regulation NMS.'' See
Exchange Rule 11.6(c).
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Price Adjust Re-Pricing (Rule 11.6(l)(1)(A))
    Under the Price Adjust instruction, where a buy (sell) order would
be a Locking Quotation or Crossing Quotation if displayed by the System
on the EDGA Book at the time of entry, the order will be displayed and
ranked \25\ at a price that is one Minimum Price Variation lower
(higher) than the Locking Price.\26\ The Exchange proposes to modify
the operation of the Price Adjust instruction such that an order must
be a Locking Quotation or Crossing Quotation of an external market, not
the EDGA Book, in order be eligible for the re-pricing. This change
will provide additional specificity within the Exchange's rules
regarding the applicability of the Price Adjust

instruction as well as align the description with the Price Adjust
process described under BZX and BYX Rules 11.9(g)(2),\27\ and EDGX Rule
11.6(l)(1)(A). This change is also consistent with display-price
sliding on BZX and Display-Price Sliding discussed below, under which
orders are only re-priced where they are a Locking Quotation or
Crossing Quotation of an external market, and not the BZX order book or
EDGA Book, as applicable. Other than as described above, these
provisions will remain unchanged and be set forth under subparagraph
(i), so that the Exchange may renumber the following provisions of Rule
11.6(l)(1)(A) as set forth below.
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    \25\ For purposes of the description of the re-pricing
instructions under proposed Rule 11.6(l), the terms ``ranked'' and
``priced'' are synonymous and used interchangeably.
    \26\ The term ``Locking Price'' is defined as ``[t]he price at
which an order to buy (sell), that if displayed by the System on the
EDGA Book, either upon entry into the System, or upon return to the
System after being routed away, would be a Locking Quotation.'' See
Exchange Rule 11.6(f).
    \27\ The description of the Price Adjust process under BATS Rule
11.9(g)(2), states that ``[a]n order eligible for display by the
Exchange that, at the time of entry, would create a violation of
Rule 610(d) of Regulation NMS by locking or crossing a Protected
Quotation of an external market will be ranked and displayed by the
System at one minimum price variation below the current NBO (for
bids) or to one minimum price variation above the current NBB (for
offers) . . .'' (emphasis added). Thus, an order will only be re-
priced pursuant to its Price Adjust process where it locks or
crosses a Protected Quotation of an external market, and not BATS.
The Exchange notes that this reflects a recent change to BATS Rule
11.9(g)(2). See Securities Exchange Act Release No. 75324 (June 29,
2015) (SR-BATS-2015-47) (Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Amend Rule 11.9 of BATS
Exchange, Inc., to Modify its Price Adjust Functionality).
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    The Exchange proposes to restructure the provisions of the current
rule by separating rule text and adopting additional subparagraph
references, subparagraph (ii) and (iii).
    The Exchange also proposes to add new subparagraph (iv) to Rule
11.6(l)(1)(A) which would cover where an order with a Price Adjust
instruction and a Post Only instruction would be a Locking Quotation or
Crossing Quotation of the Exchange. The proposed amendments to Rule
11.6(l)(1)(A) are based on BZX and BYX Rules 11.9(g)(2)(D) and are
identical to EDGX Rule 11.6(l)(1)(A)(iv). To the extent the amended
text of Exchange Rule 11.6(l)(1)(A) differs from BZX and BYX Rules
11.9(g)(2)(D), such differences are necessary to conform the rule with
existing rule text.
    As noted above, an order subject to the Price Adjust instruction
will only be re-priced where it would be a Locking Quotation of
Crossing Quotation of an external market, and not the Exchange. In such
case, any display-eligible order with a Price Adjust instruction and a
Post Only instruction that would be a Locking Quotation or Crossing
Quotation of the Exchange upon entry will be executed as set forth in
Rule 11.6(n)(4) \28\ or cancelled. For example, assume the NBBO is
$10.00 by $10.01 and an order to sell at $10.01 is resting on the EDGA
Book. Further assume that no other Trading Center \29\ is displaying an
order to sell at $10.01. Assume that the Exchange receives an order to
buy with a Post Only instruction and Price Adjust instruction at
$10.01. The incoming order to buy will be cancelled unless, pursuant to
Rule 11.6(n)(4), the value of such execution when removing liquidity
equals or exceeds the value of such execution if the order instead
posted to the EDGA Book and subsequently provided liquidity. The
incoming order to buy will not be posted to the EDGA Book and re-priced
pursuant to the Price Adjust instruction.
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    \28\ See supra notes 19 and 20.
    \29\ The term ``Trading Center'' is defined as ``[o]ther
securities exchanges, facilities of securities exchanges, automated
trading systems, electronic communications networks or other broker
dealers.'' See Exchange Rule 11.6(r).
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Displayed Price Sliding (Rule 11.6(l)(1)(B))
    The Exchange proposes to amend the Displayed Price Sliding
instruction under Rule 11.6(l)(1)(B) to: (A) change the name from
``Displayed Price Sliding'' to ``Display-Price Sliding''; and (B)
replace the text of Rule 11.6(l)(1)(B) with text that is identical to
BZX Rule 11.19(g)(1), BYX Rule 11.9(g)(1), and EDGX Rule 11.6(l)(1)(B).
The Exchange does not propose to modify the operation of Display-Price
Sliding. It simply seeks to replace the rule text with of Rule
11.6(l)(1)(B) with text that is substantially similar to BZX and BYX
Rules 11.9(g)(1) and identical to EDGX Rule 11.6(l)(1)(B). The Display-
Price Sliding instruction operates in an identical manner as the
Display-Price Sliding instruction on EDGX and the display price sliding
process on BZX and BYX. To the extent the amended text of Exchange Rule
11.6(l)(1)(B) differs from BZX and BYX Rules 11.9(g)(1), such
differences are necessary to conform the rule to existing rule text.
The Exchange does not propose to modify the operation of the re-pricing
of orders with a Non-Displayed instruction. Replacing the rule text
would enable the Exchange to include substantially similar or identical
rule text describing processes that operate in the same manner across
each of the BGM Affiliated Exchanges, thus avoiding potential
confusion.
    In sum, Display-Price Sliding is an order instruction requiring
that where an order would be a Locking Quotation or Crossing Quotation
of an external market if displayed by the System on the EDGA Book at
the time of entry, such order will be ranked at the Locking Price and
displayed by the System at one Minimum Price Variation lower (higher)
than the Locking Price for orders to buy (sell). A User may elect for
the Display-Price Sliding instruction to only apply where their
display-eligible order would be a Locking Quotation of an external
market upon entry (``Lock Only''). In such cases, the User's display-
eligible order will be cancelled if the order would be a Crossing
Quotation of an external market upon entry.
    For example, assume the Exchange has a posted and displayed bid to
buy at $10.10 and a posted and displayed offer to sell $10.13. Assume
the NBBO is $10.10 by $10.12. If the Exchange receives an order with a
Book Only instruction to buy at $10.12, the Exchange will rank the
order to buy at $10.12 and display the order at $10.11 because
displaying the bid at $10.12 would cause it to be a Locking Quotation
of an external market's Protected Offer to sell for $10.12. If the NBO
then moved to $10.13, the Exchange would un-slide the bid to buy and
display it at its ranked price (and limit price) of $10.12.
    As an example of the Lock-Only option for Display-Price Sliding,
assume the Exchange has a posted and displayed bid to buy at $10.10 and
a posted and displayed offer to sell at $10.14. Assume the NBBO is
$10.10 by $10.12. If the Exchange receives an order with a Book Only
instruction to buy 100 shares at $10.13 and the User has elected the
Lock-Only option for Display-Price Sliding, the Exchange will cancel
the order back to the User. To reiterate a basic example of Display-
Price Sliding, if instead the User applied Display-Price Sliding (and
not the Lock-Only option for Display-Price Sliding), the Exchange would
rank the order to buy at $10.12 and display the order at $10.11 because
displaying the bid at $10.13 would cause it to be a Crossing Quotation
of an external market's Protected Offer to sell for $10.12. If the NBO
then moved to $10.13, the Exchange would un-slide the bid to buy and
display it at $10.12.
    An order subject to the Display-Price Sliding instruction retains
its original limit price irrespective of the prices at which such order
is ranked and displayed. An order subject to the Display-Price Sliding
instruction is displayed at the most aggressive price possible and
receives a new time stamp should the NBBO change such that the order
would no longer be a Locking Quotation or Crossing Quotation of an
external market. All orders that are re-ranked and re-displayed
pursuant to the Display-Price Sliding instruction retain their priority
as compared to other

orders subject to the Display-Price Sliding instruction based upon the
time such orders were initially received by the Exchange. Following the
initial ranking and display of an order subject to the Display-Price
Sliding instruction, an order will only be re-ranked and re-displayed
to the extent it achieves a more aggressive price, provided, however,
that the Exchange will re-rank an order at its displayed price in the
event such order's displayed price would be a Locking Quotation or
Crossing Quotation. Such event will not result in a change in priority
for the order at its displayed price. This will avoid the potential of
a ranked price that crosses the Protected Quotation displayed by such
external market, which could, in turn, lead to a trade through of such
Protected Quotation at such ranked price. The Exchange notes that, as
described below, when an external market crosses the Exchange's
Protected Quotation and the Exchange's Protected Quotation is a
displayed order subject to Display-Price Sliding, the Exchange re-ranks
such order at the displayed price. Thus, the order displayed by the
Exchange will still be ranked and permitted to execute at a price that
is consistent with Rule 611(b)(4) of Regulation NMS.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 242.611(b)(4). See also See also Securities Exchange
Act Release Nos. 64475 (May 12, 2011), 76 FR 28830, 28832 (May 18,
2011) (SR-BATS-2011-015); 67657 (August 14, 2012), 77 FR 50199
(August 20, 2012) (SR-BATS-2012-035); 68791 (January 31, 2013), 78
FR 8617 (February 6, 2013) (SR-BATS-2013-007) (``BATS Display-Price
Sliding Releases'').
---------------------------------------------------------------------------

    The ranked and displayed prices of an order subject to the Display-
Price Sliding instruction may be adjusted once or multiple times
depending upon the instructions of a User and changes to the prevailing
NBBO. Multiple re-pricing is optional and must be explicitly selected
by a User before it will be applied. The Exchange's default Display-
Price Sliding instruction will only adjust the ranked and displayed
prices of an order upon entry and then the displayed price one time
following a change to the prevailing NBBO, provided however, that if
such an order's displayed price becomes a Locking Quotation or Crossing
Quotation then the Exchange will adjust the ranked price of such order
and it will not be further re-ranked or re-displayed at any other
price. Orders subject to the optional multiple price sliding process
will be further re-ranked and re-displayed as permissible based on
changes to the prevailing NBBO.
    As an example of the multiple re-pricing option for Display-Price
Sliding, assume the Exchange has a posted and displayed bid to buy at
$10.10 and a posted and displayed offer to sell at $10.14. Assume the
NBBO is $10.10 by $10.12. If the Exchange receives an order with a Book
Only instruction to buy at $10.13, the Exchange would rank the order to
buy at $10.12 and display the order at $10.11 because displaying the
bid at $10.13 would cause it to be a Crossing Quotation of an external
market's Protected Offer to sell for $10.12. If the NBO then moved to
$10.13, the Exchange would un-slide the bid to buy, rank it at $10.13
and display it at $10.12. Where the User did not elect the multiple re-
pricing option for Display-Price Sliding, the Exchange would not
further adjust the ranked or displayed price following this un-slide.
However, under the multiple re-pricing option, if the NBO then moved to
$10.14, the Exchange would un-slide the bid to buy and display it at
its full limit price of $10.13.
    Pursuant to proposed Rule 11.6(l)(1)(B)(iv), any display-eligible
order with a Post Only instruction that would be a Locking Quotation or
Crossing Quotation of the Exchange upon entry will be executed as set
forth in Rule 11.6(n)(4) or cancelled. Consistent with the principle of
not re-pricing orders to avoid executions, in the event the NBBO
changes such that an order with a Post Only instruction subject to
Display-Price Sliding instruction would be ranked at a price at which
it could remove displayed liquidity from the EDGA Book, the order will
be executed as set forth in Rule 11.6(n)(4) or cancelled.\31\
---------------------------------------------------------------------------

    \31\ As noted above, the Exchange will execute an order with a
Post Only instruction in certain circumstances where the value of
such execution when removing liquidity equals or exceeds the value
of such execution if the order instead posted to the EDGA Book and
subsequently provided liquidity, including the applicable fees
charged or rebates provided. See supra notes 19 and 20.
---------------------------------------------------------------------------

    Pursuant to proposed Rule 11.6(l)(1)(B)(v), an order with a Post
Only instruction will be permitted to post and be displayed opposite
the ranked price of orders subject to Display-Price Sliding
instruction. In the event an order subject to the Display-Price Sliding
instruction is ranked on the EDGA Book with a price equal to an
opposite side order displayed by the Exchange, it will be subject to
processing as set forth in Rule 11.10(a)(4), which is described in
greater detail below.
    For example, assume the Exchange has a posted and displayed bid to
buy at $10.10 and a posted and displayed offer to sell at $10.12.
Assume the NBBO (including Protected Quotations of other external
markets) is also $10.10 by $10.12. If the Exchange receives an order
with a Post Only instruction to buy at $10.12 per share, unless
executed pursuant to Rule 11.6(n)(4),\32\ the Exchange would cancel the
order back to the User because absent the order with a Post Only
instruction, the order to buy at $10.12 would be able to remove the
order to sell $10.12, and, as explained above, the Exchange would no
longer offer re-pricing to avoid executions against orders displayed by
the Exchange.
---------------------------------------------------------------------------

    \32\ Id.
---------------------------------------------------------------------------

    If the Exchange did not have a displayed offer to sell at $10.12 in
the example above, but instead the best offer on the EDGA Book was
$10.13, the Exchange would apply Display-Price Sliding to the incoming
order to buy by ranking such order at $10.12 and displaying the order
at $10.11. The EDGA Book would now be displayed as $10.11 by $10.13.
Assume, however, that after price sliding the incoming order to buy
from $10.12 to a display price of $10.11, the Exchange received an
order with a Post Only instruction to sell at $10.12, thus joining the
NBO. The order with a Post Only instruction would be permitted to post
and be displayed opposite the ranked price of orders subject to
display-price sliding. Accordingly, the Exchange would allow such
incoming order with a Post Only instruction to sell at $10.12 to post
and display on the EDGA Book, as described above, with an opposite side
order subject to Display-Price Sliding displayed at $10.11. Assume that
the next Protected Offer displayed by all external markets other than
the Exchange moved to $10.13. In this situation the Exchange would un-
slide but then cancel the bid at $10.12 because, as proposed, in the
event the NBBO changes such that an order with a Post Only instruction
subject to Display-Price Sliding would un-slide and would be ranked at
a price at which it could remove displayed liquidity from the EDGA Book
(i.e., when the Exchange is at the NBB or NBO) the Exchange proposes to
execute \33\ or cancel such order.
---------------------------------------------------------------------------

    \33\ Id.
---------------------------------------------------------------------------

Re-Pricing Instructions To Comply With Rule 201 of Regulation SHO
    Under Rule 11.6(l)(2), an order to sell with a Short Sale
instruction that, at the time of entry, could not be executed or
displayed in compliance with Rule 201 of Regulation SHO will be re-
priced by the System at the Permitted Price.\34\ The

default short sale re-pricing process will only re-price an order upon
entry and one additional time to reflect a decline in the NBB.
Depending upon the instructions of a User, to reflect declines in the
NBB the System will continue to re-price and re-display a short sale
order at the Permitted Price down to the order's limit price. In the
event the NBB changes such that the price of an order with a Non-
Displayed instruction subject to Rule 201 of Regulation SHO would be a
Locking Quotation or Crossing Quotation, the order will receive a new
time stamp, and will be re-priced by the System to the mid-point of the
NBBO.
---------------------------------------------------------------------------

    \34\ The term ``Permitted Price'' is defined as ``[t]he price at
which a sell order will be displayed at one Minimum Price Variation
above the NBB.'' See Exchange Rule 11.6(k).
---------------------------------------------------------------------------

    Rule 11.6(l)(2) states that: (i) When a Short Sale Circuit Breaker
is in effect, the System will execute a sell order with a Displayed and
Short Sale instruction at the price of the NBB if, at the time of
initial display of the sell order with a Short Sale instruction, the
order was at a price above the then current NBB; (ii) orders with a
Short Exempt instruction will not be subject to re-pricing under
amended Rule 11.6(l)(2); and (iii) the re-pricing instructions to
comply with Rule 610(d) of Regulation NMS will continue to be ignored
for an order to sell with a Short Sale instruction when a Short Sale
Circuit Breaker is in effect and the re-pricing instructions to comply
with Rule 201 of Regulation SHO under this Rule will apply.
    The Exchange proposes to make the below changes to align the
description of the Exchange's short sale re-pricing process under Rule
11.6(l)(2) with BZX and BYX Rules 11.9(g)(5) and EDGX Rule 11.6(l)(2).
Specifically, the Exchange proposed to amend Rule 11.6(l)(2)(A) to
remove the last sentence which states that, ``[a]n order to sell with a
Short Sale instruction that is re-priced pursuant to this paragraph
will be ranked at the Permitted Price.'' No such phrase is included in
the BZX and BYX Rules 11.9(g)(5)(A) or EDGX Rule 11.6(l)(2). The
Exchange also believes this sentence is superfluous, as the description
of the short sale re-pricing process currently references to which
prices such orders are to be re-priced and the price of such orders is
the equivalent to the price at which the order is to be ranked on the
EDGA Book for purposes of Exchange Rule 11.9. The Exchange also
proposes to amend Rule 11.6(l)(2)(D) to align with BZX and BYX Rules
11.9(g)(6) and EDGX Rule 11.6(l)(2)(D) to state that where an order is
subject to either a Display-Price Sliding instruction or a Price Adjust
instruction and also contains a Short Sale instruction when a Short
Sale Circuit Breaker is in effect, the re-pricing instructions to
comply with Rule 201 of Regulation SHO will apply. The Exchange does
not propose this change to alter the meaning of Rule 11.6(l)(2)(D), but
rather, to align the language with BZX and BYX Rule 11.9(g) and EDGX
Rule 11.6(l)(2)(D) in order to provide consistent rules across the
Exchange and BZX.
Re-Pricing of Orders With a Non-Displayed Instruction (Rule 11.6(l)(3))
    The Exchange proposes to amend Rule 11.6(l)(3) to align with BZX
and BYX Rules 11.9(g)(4) and to be identical to EDGX Rule 11.6(l)(3).
To the extent the amended text of Exchange Rule 11.6(l)(3) differs from
BZX and BYX Rules 11.9(g)(4), such differences are necessary to conform
the rule to existing rule text. The Exchange does not propose to modify
the operation of the re-pricing of orders with a Non-Displayed
instruction. It simply seeks to replace the rule text with of Rule
11.6(l)(3) with text that is substantially similar to BZX and BYX Rules
11.9(g)(4) and identical to EDGX Rule 11.6(l)(3). The re-re-pricing of
orders with a Non-Displayed instruction operates in an identical manner
as the repricing of non-displayed orders on BZX, BYX, and EDGX.
Replacing the rule text would enable the Exchange to include
substantially similar or identical rule text describing processes that
operate in the same manner across each of the BGM Affiliated Exchanges.
    In sum, Rule 11.6(l)(2) would state that in order to avoid
potentially trading through Protected Quotations of external markets,
any order with a Non-Displayed instruction that is subject to the
Display-Price Sliding or Price Adjust instruction would be ranked at
the Locking Price on entry. In the event the NBBO changes such that an
order with a Non-Displayed instruction subject to the Display-Price
Sliding or Price Adjust instruction would cross a Protected Quotation
of an external market, the order will receive a new time stamp, and
will be ranked by the System at the Locking Price. In the event an
order with a Non-Displayed instruction has been re-priced by the
System, such order with a Non-Displayed instruction is not re-priced by
the System unless it again would cross a Protected Quotation of an
external market. This functionality is equivalent to the handling of
displayable orders pursuant to the Display-Price Sliding instruction
except that such orders will not have a displayed price.
Aggressive (Rule 11.6(n)(1))
    Aggressive is an order instruction that directs the System to route
the order if an away Trading Center crosses the limit price of the
order resting on the EDGA Book. Based on BZX Rule 11.13(a)(4)(A), the
Exchange proposes to also amend Rule 11.6(n)(1) to state that any
routable order with a Non-Displayed instruction that is resting on the
EDGA Book and is crossed by an away Trading Center will be
automatically routed to the Trading Center displaying the Crossing
Quotation. To the extent the amended text of Exchange Rule 11.6(n)(1)
differs from BZX Rule 11.13(a)(4)(A), such differences are necessary to
conform the rule with existing rule text. Lastly, the proposed rule
text is identical to EDGX Rule 11.6(l)(1).
Super Aggressive (Rule 11.6(n)(2))
    Super Aggressive is an order instruction that directs the System to
route an order when an away Trading Center locks or crosses the limit
price of the order resting on the EDGA Book. A User may designate an
order as Super Aggressive solely to routable orders posted to the EDGA
Book with remaining size of an Odd Lot. Based on BZX Rule
11.13(b)(4)(C),\35\ the Exchange proposes to amend Rule 11.6(n)(2) to
state that when any order with a Super Aggressive instruction is locked
by an incoming order with a Post Only instruction that does not remove
liquidity pursuant to Rule 11.6(n)(4),\36\ the order with a Super
Aggressive instruction would be converted to an executable order and
will remove liquidity against such incoming order. Rule 11.6(n)(2)
would further state that notwithstanding the foregoing, if an order
that does not contain a Super Aggressive instruction maintains higher
priority than one or more Super Aggressive eligible orders, the Super
Aggressive eligible order(s) with lower priority will not be converted,
as described above, and the incoming order with a Post Only instruction
will be posted or cancelled in accordance with Rule 11.6(n)(4). To the
extent the amended text of Exchange Rule 11.6(n)(2) differs from BZX
Rule 11.13(b)(4)(C), such differences are necessary to conform the rule
with existing rule text. Lastly, the proposed

rule text is identical to EDGX Rule 11.6(l)(2).
---------------------------------------------------------------------------

    \35\ See supra note 14.
    \36\ As noted above, the Exchange will execute an order with a
Post Only instruction where the value of such execution when
removing liquidity equals or exceeds the value of such execution if
the order instead posted to the EDGA Book and subsequently provided
liquidity, including the applicable fees charged or rebates
provided. See supra note 19. As is also noted above, based on the
Exchange's current fee structure, currently all orders with a Post
Only instruction remove liquidity on entry if there is available
contra-side liquidity. See supra note 20.
---------------------------------------------------------------------------

    The Exchange proposes to apply this logic in order to facilitate
executions that would otherwise not occur due to the Post Only
instruction requirement to not remove liquidity. Because a Super
Aggressive Re-Route eligible order is willing to route to an away
Trading Center and remove liquidity (i.e., pay a fee at such Trading
Center) when it becomes either a Locking Quotation or Crossing
Quotation, the Exchange believes it is reasonable and consistent with
the instruction to force an execution between an incoming order with a
Post Only instruction and an order that has been posted to the EDGA
Book with the Super Aggressive instruction. The Exchange notes that the
determination of whether an order should execute on entry against
resting interest, including against resting orders with a Super
Aggressive instruction, is made prior to determining whether the price
of such an incoming order should be adjusted pursuant to the Exchange's
re-pricing instructions under Rule 11.6(l). Like BZX Rule
11.13(b)(4)(C), the Exchange has limited the proposed language to
orders with a Post Only instruction that would lock the price of an
order with a Super Aggressive instruction because orders with a Post
Only instruction that cross resting orders will always remove liquidity
because it is in their economic best interest to do so.\37\ Also like
BZX Rule 11.13(b)(4)(C), the Exchange proposes to make clear that
although it will execute an order with a Super Aggressive instruction
against an order with a Post Only instruction that would create a
Locking Quotation, if an order that does not contain a Super Aggressive
instruction maintains higher priority than one or more Super Aggressive
eligible orders, the Super Aggressive eligible order(s) with lower
priority will not be converted, as described above, and the incoming
order with a Post Only instruction will be posted or cancelled in
accordance with Rule 11.6(n)(4). The Exchange believes it is necessary
to avoid applying the Super Aggressive functionality to routable orders
that are resting behind orders that are not eligible for routing to
avoid violating the Exchange's priority rule, Rule 11.9.
---------------------------------------------------------------------------

    \37\ See supra note 19.
---------------------------------------------------------------------------

Example--Super Aggressive Re-Route and Orders With a Post Only
Instruction
    Assume that the Exchange receives an order to buy 300 shares of a
security at $10.10 per share designated with a Super Aggressive
instruction. Assume further that the NBBO is $10.09 by $10.10 when the
order is received, and the Exchange's lowest offer is priced at $10.11.
The Exchange will route the order away from the Exchange as a bid to
buy 300 shares at $10.10. Assume that the order obtains one 100 share
execution through the routing process and then returns to the Exchange.
The Exchange will post the order as a bid to buy 200 shares at $10.10.
If the Exchange subsequently receives an order with a Post Only
instruction to sell priced at $10.09 per share, such order will execute
against the posted order to buy with an execution price of $10.10. The
posted buy order will be treated as the liquidity provider and the
incoming order with a Post Only instruction to sell will be treated as
the liquidity remover, based on Exchange Rule 11.6(n)(4) that executes
orders with a Post Only instruction upon entry if such execution is in
their economic interest.
    However, assuming the same facts as above, if the incoming order
with a Post Only instruction to sell is priced at $10.10 and thus does
not remove liquidity pursuant to the economic best interest
functionality, the posted order with a Super Aggressive instruction
will execute against such order at $10.10. In this scenario, the posted
order to buy will be treated as the liquidity remover and the incoming
order with a Post Only instruction to sell will be treated as the
liquidity provider.
    Finally, assume that the NBBO is $10.10 by $10.11 and that the
Exchange has a displayed bid to buy 100 shares of a security at $10.10
and a displayed offer to sell 100 shares of a security at $10.11.
Assume that the displayed bid has not been designated with the Super
Aggressive instruction. Assume next that the Exchange receives a second
displayable bid to buy 100 shares of the same security at $10.10 that
has been designated as routable and subject to the Super Aggressive
instruction. Because there is no liquidity to which the Exchange can
route the order, the second order will post to the EDGA Book as a bid
to buy at $10.10 behind the original displayed bid to buy at $10.10. If
the Exchange then received an order with a Post Only instruction to
sell 100 shares at $10.10 then no execution would occur because the
incoming order with a Post Only instruction cannot remove liquidity at
$10.10 based on the economic best interest analysis, the first order
with priority to buy at $10.10 was not designated with the Super
Aggressive instruction and the second booked order to buy at $10.10 is
not permitted to bypass the first order as this would result in a
violation of the Exchange's priority rule, Rule 11.9.
Post Only (Rule 11.6(n)(4))
    The Exchange proposes to amend the definition of Post Only under
Rule 11.6(n)(4) to replace an erroneous reference to the Hide Not Slide
instruction with Display-Price Sliding. In sum, Post Only is an
instruction that may be attached to an order that is to be ranked and
executed on the Exchange pursuant to Rule 11.9 and Rule 11.10(a)(4) or
cancelled, as appropriate, without routing away to another trading
center except that the order will not remove liquidity from the EDGA
Book, except as described below. As amended, an order with a Post Only
instruction and a Display-Price Sliding, rather than Hide Not Slide, or
Price Adjust instruction will remove contra-side liquidity from the
EDGA Book if the order is an order to buy or sell a security priced
below $1.00 or if the value of such execution when removing liquidity
equals or exceeds the value of such execution if the order instead
posted to the EDGA Book and subsequently provided liquidity, including
the applicable fees charged or rebates provided.
Time-In-Force (``TIF'') (Rule 11.6(q))
    The Exchange proposes to amend its TIF instructions to align with
BZX Rule 11.9(b) and EDGX Rule 11.6(q). To the extent the amended text
of Exchange Rule 11.6(q) differs from BZX Rule 11.9(b), such
differences are necessary to conform the rule with existing Exchange
rule text. The amended text is identical to EDGX Rule 11.6(q).
    First, the Exchange proposes to align the definition of Immediate-
or-Cancel (``IOC'') under Rule 11.6(q)(1) with BZX Rule 11.9(b)(1) and
EDGX Rule 11.6(q)(1) to make clear that an order with an IOC
instruction that does not include a Book Only instruction and that
cannot be executed in accordance with Rule 11.10(a)(4) on the System
when reaching the Exchange will be eligible for routing away pursuant
to Rule 11.11.\38\ Under current rules, the TIF of IOC indicates that
an order is to be executed in whole or in part as soon as such order is
received and the portion not executed is to be cancelled. Based on BZX
Rule 11.9(b)(1) and EDGX Rule 11.6(q)(1), the Exchange proposes to
expand upon the description of IOC to specify that an order with such
TIF may be routed away from the Exchange but that in no event will an
order with such TIF be posted to the EDGA Book. Also like BZX and EDGX,
the Exchange

notes that an order with an IOC instruction routed away from the
Exchange are in turn routed with an IOC instruction.
---------------------------------------------------------------------------

    \38\ See supra note 14.
---------------------------------------------------------------------------

    Second, the Exchange proposes to amend the definition of the Fill-
or-Kill (``FOK'') under Rule 11.6(q)(3) to align with BZX Rule
11.9(b)(6) and EDGX Rule 11.6(q)(3) to make clear that an order with a
TIF instruction of FOK is not eligible for routing away pursuant to
Rule 11.11.\39\ Although orders with a TIF of FOK are generally treated
the same as order with a TIF of IOC, the Exchange does not permit
routing of orders with an order with a TIF of FOK because the Exchange
is unable to ensure the instruction of FOK (i.e., execution of an order
in its entirety) through the routing process.
---------------------------------------------------------------------------

    \39\ Id.
---------------------------------------------------------------------------

Rule 11.8, Order Types
    The Exchange proposes to amend the description of Limit Orders
under Rule 11.8(b) to align such Rule with existing EDGX and BZX Rules.
Each of these changes are described in more detail below.
    Limit Orders (Rule 11.8(b)). The Exchange proposes to amend Rule
11.8(b) to: (i) Remove language from subparagraph (4) stating a Limit
Order that includes both a Post Only instruction and Non-Displayed
instruction will be rejected by the System; (ii) update the description
of the inclusion of a Discretionary Range instruction on a Limit Order;
(iii) amend subparagraph (10) to replace a reference to ``Displayed
Price Sliding'' with ``Display-Price Sliding''; and (iv) amend
subparagraph (12) to update the description of the re-pricing of orders
with a Non-Displayed instruction.
    First, the Exchange proposes to remove from Rule 11.8(b)(4)
language stating a Limit Order that includes both a Post Only
instruction and Non-Displayed instruction will be rejected by the
System. A similar prohibition against coupling a Post Only instruction
and Non-Displayed instruction is not included in EDGX Rule 11.8(b)(4).
Removing such language would enable the Exchange to further align its
treatment of Limit Orders under Rule 11.8(b) with that of EDGX Rule
11.8(b). Such change also updates Rule 11.8(b)(4) to reflect current
system functionality. As proposed, Rule 11.8(b)(4) would no longer
prohibit User from including both a Post Only instruction and Non-
Displayed instruction on their Limit Orders.
    Second, the Exchange proposes to re-locate within Rule 11.8(b) and
re-word the statement regarding the inclusion of a Discretionary Range
on a Limit Order. Current Rule 11.8(b)(8) currently states that a
``User may include a Discretionary Range instruction.'' This ability to
include a Discretionary Range instruction on a Limit Order is currently
grouped with other functionality that can be elected for Limit Orders
that also include a Post Only or Book Only instruction as well as
specified time-in-force instructions for orders that can be entered
into the System and post to the EDGA Book. However, the System does not
allow the combination of a Discretionary Range and a Post Only
instruction. Accordingly, the Exchange proposes to re-locate the
reference to the Discretionary Range instruction within Rule 11.8(b) so
that it is no longer grouped with other orders that can be combined
with a Post Only instruction. The Exchange also proposes to state in
Rule 11.8(b) that: (i) A Limit Order with a Discretionary Range
instruction may also include a Book Only instruction; and (ii) a Limit
Order with a Discretionary Range instruction and a Post Only
instruction will be rejected. Further, the Exchange proposes to refer
to the ability of a Limit Order to include a Discretionary Range
instruction, rather than a ``User'' that may include a Discretionary
Range instruction.
    Third, the Exchange proposes to replace a reference to ``Displayed
Price Sliding'' with ``Display-Price Sliding''. This proposed rule
change is designed to update Rule 11.8(b)(10) to reflect the proposed
changes of references from ``Displayed Price Sliding'' to ``Display-
Price Sliding'' discussed above.
    Fourth, the Exchange proposes to amend Rule 11.8(b)(12) regarding
the re-pricing of orders with a Non-Displayed instruction to align with
to be identical to EDGX Rule 11.8(b)(12). The Exchange does not propose
to modify the operation of the re-pricing of Limit Orders with a Non-
Displayed instruction. It simply seeks to replace the rule text with of
Rule 11.8(b)(12) with text that is identical to EDGX Rule 11.8(b)(12).
The re-pricing of Limit Orders with a Non-Displayed instruction
operates in an identical manner as the re-pricing of non-displayed
limit orders on EDGX. Replacing the rule text would enable the Exchange
to include identical rule text describing processes that operate in an
identical manner across EDGA and EDGX.
    MidPoint Peg Order Type (Rule 11.8(d)). The Exchange proposes amend
Rule 11.8(d)(4) to correct a reference to the Pre-Opening Session.
Currently, Rule 11.8(d)(4) states that MidPoint Peg Orders may be
executed during Pre-Opening Sessions, Regular Trading Hours, Regular
Session, and the Post-Closing Session. The Exchange proposes to amend
Rule 11.8(d)(4) to state ``Pre-Opening Session'' rather than ``Pre-
Opening Sessions''.
Rule 11.9, Priority of Orders
    With respect to the Exchange's priority and execution algorithm,
the Exchange is proposing various minor and structural to changes based
on BZX Rule 11.12 and EDGX Rule 11.9 that are intended to emphasize the
processes by which orders are accepted, priced, ranked, displayed and
executed, as well as a new provision related to the ability of orders
to rest at the Locking Price and the Exchange's handling of orders in
such a circumstance. In addition to the changes proposed with respect
to Rule 11.9, discussed immediately below, these changes also relate to
Rules 11.10 and 11.11.
    The Exchange proposes modifications to Rule 11.9, Priority of
Orders, to make clear that the ranking of orders described in such rule
is in turn dependent on Exchange rules related to the execution of
orders, primarily Rule 11.10. The Exchange believes that this has
always been the case under Exchange rules but there was not previously
a description of the cross-reference to Rule 11.10 within such rules.
Accordingly, the Exchange proposes to add reference to the execution
process in addition to the numeric cross-reference to Rule 11.10. The
Exchange also proposes to change certain references within Rule 11.9 to
refer to ranking rather than executing equally priced trading interest,
as the Rule as a whole is intended to describe the manner in which
resting orders are ranked and maintained, specifically in price and
time priority, while awaiting execution against incoming orders. The
Exchange does not believe that the proposed modifications substantively
modify the operation of the rules but the Exchange believes that it is
important to make clear that the ranking of orders is a separate
process from the execution of orders. The Exchange also proposes
changes to Rule 11.9(a)(4) and (a)(5) to specify that orders retain and
lose ``time'' priority under certain circumstances as opposed to
priority generally because retaining or losing price priority does not
require the same descriptions, as price priority will always be
retained unless the price of an order changes. Each change proposed
above was recently approved with respect to analogous rules of BZX and

BYX, specifically amendments to Rule 11.12.\40\
---------------------------------------------------------------------------

    \40\ Id.
---------------------------------------------------------------------------

    Lastly, the Exchange proposes to amend Rule 11.9(a)(2)(B)(ii) to
replace a reference to ``Displayed Price Sliding'' with ``Display-Price
Sliding''. This proposed rule change is designed to update Rule
11.9(a)(2)(B)(ii) to reflect the proposed change of references from
``Displayed Price Sliding'' to ``Display-Price Sliding'' discussed
above.
Rule 11.10, Order Execution
    The Exchange proposes to adopt paragraph (C) of Rule 11.10(a)(4),
which would be identical to BZX Rule 11.13(a)(4)(C) \41\ and EDGX Rule
11.10(a)(4). Proposed paragraph (C) would provide further clarity
regarding the situations where orders are not executable, which
although covered in other rules proposed above and in current
rules,\42\ would focus on the incoming order on the same side of an
order displayed on the EDGA Book rather than the resting order that is
rendered not executable at a specified price because it is opposite
such order displayed on the EDGA Book. Proposed paragraph (C) would
state that, subject to proposed paragraph (D), described below, if an
incoming order is on the same side of the market as an order displayed
on the EDGA Book and upon entry would execute against contra-side
interest at the same price as such displayed order, such incoming order
will be cancelled or posted to the EDGA Book and ranked in accordance
with Rule 11.9. The Exchange will suspend the ability of any order to
execute at the price of a contra-side order with a Displayed
instruction, as described above. The Exchange suspends this the ability
of any order to execute in such situations to avoid an apparent
priority issue. In particular, in such a situation the Exchange
believes a User representing an order that is displayed on the Exchange
might believe that an incoming order was received by the Exchange and
then bypassed such displayed order, removing some other non-displayed
liquidity on the same side of the market as such displayed order.
---------------------------------------------------------------------------

    \41\ Id.
    \42\ The Exchange notes that consistent with the proposed
changes to Rules 11.6 and 11.8 described above, based on User
instructions certain orders are permitted to post and rest on the
EDGA Book at prices that lock contra-side liquidity, provided,
however, that the System will never display a Locking Quotation.
Similar behavior is also in place with respect to the Display-Price
Sliding instruction under current rules.
---------------------------------------------------------------------------

    The Exchange also proposes to adopt Rule 11.10(a)(4)(D), which
would be identical to BZX Rule 11.13(a)(4)(D).\43\ Proposed Rule
11.10(a)(4)(D) would govern the price at which an order is executable
when it is not displayed on the Exchange and there is a contra-side
displayed order at such price. Specifically, for bids or offers equal
to or greater than $1.00 per share, in the event that an incoming order
is a Market Order or is a Limit Order priced more aggressively than an
order displayed on the Exchange, the Exchange will execute the incoming
order at, in the case of an incoming sell order, one-half minimum price
variation less than the price of the displayed order, and, in the case
of an incoming buy order, at one-half minimum price variation more than
the price of the displayed order. As is true under existing
functionality, this order handling is inapplicable for bids or offers
under $1.00 per share.
---------------------------------------------------------------------------

    \43\ See supra note 14.
---------------------------------------------------------------------------

    To demonstrate the operation of this provision, again assume the
NBBO is $10.10 by $10.11. Assume the Exchange has a posted and
displayed bid to buy 100 shares of a security priced at $10.10 per
share and a resting non-displayed bid to buy 100 shares of a security
priced at $10.11 per share.
     Assume that the next order received by the Exchange is an
order with a Post Only instruction to sell 100 shares of the security
priced at $10.11 per share. The order with a Post Only instruction
would not remove any liquidity upon entry pursuant to the Exchange's
economic best interest functionality, would post to the EDGA Book and
would be displayed at $10.11. The display of this order would, in turn,
make the resting non-displayed bid not executable at $10.11.
     If an incoming offer to sell 100 shares at $10.10 is
entered into the EDGA Book, the resting non-displayed bid originally
priced at $10.11 will be executed at $10.105 per share, thus providing
a half-penny of price improvement as compared to the order's limit
price of $10.11. The execution at $10.105 per share also provides the
incoming offer with a half-penny of price improvement as compared to
its limit price of $10.10. The result would be the same for an incoming
market order to sell or any other incoming limit order offer priced at
$10.10 or below, which would execute against the non-displayed bid at a
price of $10.105 per share. As above, an offer at the full price of the
resting and displayed $10.11 offer would not execute against the
resting non-displayed bid, but would instead either cancel or post to
the EDGA Book behind the original $10.11 offer in priority.
    The Exchange notes that, in addition to the changes described
above, it is proposing to add descriptive titles to paragraphs (A) and
(B) of Rule 11.10(a)(4), which describe the process by which executable
orders are matched within the System. Specifically, so long as it is
otherwise executable, an incoming order to buy will be automatically
executed to the extent that it is priced at an amount that equals or
exceeds any order to sell in the EDGA Book and an incoming order to
sell will be automatically executed to the extent that it is priced at
an amount that equals or is less than any other order to buy in the
EDGA Book. These rules further state that an order to buy shall be
executed at the price(s) of the lowest order(s) to sell having priority
in the EDGA Book and an order to sell shall be executed at the price(s)
of the highest order(s) to buy having priority in the EDGA Book. The
Exchange emphasizes these current rules only insofar as to highlight
the interconnected nature of the priority rule. The Exchange also
proposes to move language contained within Rule 11.10(a)(2) to
paragraph (a) of the rule such that the language is more generally
applicable to the rules governing execution contained in Rule
11.10(a)(1) through (5). Specifically, the Exchange proposes to
relocate language stating that any order falling within the parameters
of the paragraph shall be referred to as ``executable'' and that an
order will be cancelled back to the User, if based on market
conditions, User instructions, applicable Exchange Rules and/or the Act
and the rules and regulations thereunder, such order is not executable,
cannot be routed to another Trading Center pursuant to Rule 11.11 or
cannot be posted to the EDGA Book. Each change proposed above was
recently approved with respect to analogous rules of BZX, specifically
amendments to Rule 11.13.\44\
---------------------------------------------------------------------------

    \44\ Id.
---------------------------------------------------------------------------

Rule 11.11, Routing to Away Trading Centers
    The Exchange also proposes to modify paragraph (h) of Rule 11.11 to
clarify the Exchange's rule regarding the priority of routed orders.
Paragraph (h) currently sets forth the proposition that a routed order
does not retain priority on the Exchange while it is being routed to
other markets. The Exchange believes that its proposed clarification to
paragraph (h) is appropriate because it more clearly states that a
routed order is not ranked and maintained in the EDGA Book pursuant to
Rule 11.9(a), and therefore is not available to execute against
incoming orders pursuant to

Rule 11.10. The change proposed above was recently approved with
respect to the analogous rule of BZX, specifically Rule 11.13, as
amended.\45\
---------------------------------------------------------------------------

    \45\ Id.
---------------------------------------------------------------------------

Implementation Date
    The Exchange intends to implement the proposed rule change
immediately.\46\
---------------------------------------------------------------------------

    \46\ Id.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Act \47\ and further the objectives of Section
6(b)(5) of the Act \48\ because they are designed to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, to
foster cooperation and coordination with persons engaged in
facilitating transactions in securities, and, in general, to protect
investors and the public interest. The proposed rule change also is
designed to support the principles of Section 11A(a)(1) \49\ of the Act
in that it seeks to assure fair competition among brokers and dealers
and among exchange markets.
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78f(b).
    \48\ 15 U.S.C. 78f(b)(5).
    \49\ 15 U.S.C. 78k-1(a)(1).
---------------------------------------------------------------------------

    The proposed rule changes are generally intended to better align
certain Exchange rules with those currently in place on EDGX, BZX, and
BYX in order to provide a consistent rule set and functionality across
the BGM Affiliated Exchanges. As noted above, the proposed changes will
not result in any changes to the way the System operates due to the
Exchange's current fee structure. However, by making the rule change,
the Exchange will be in position to support such functionality
immediately in the event the Exchange's fee structure changes in the
future. Consistent functionality across the BGM Affiliated Exchanges
will reduce complexity and streamline duplicative functionality,
thereby resulting in simpler technology implementation, changes and
maintenance by Users of the Exchange that are also participants on
EDGX, BZX, and BYX. The proposed rule changes do not propose to
implement new or unique functionality that has not been previously
filed with the Commission or is not available on EDGX, BZX or BYX. The
Exchange notes that the proposed rule text is based on applicable BZX
and BYX rules and substantially similar to applicable EDGX rules; the
proposed language of the Exchange's Rules differs from EDGX rules only
to extent necessary to conform to existing Exchange rule text. Where
possible, the Exchange has mirrored EDGX, BYX, or BZX rules, because
consistent rules will simplify the regulatory requirements and increase
the understanding of the Exchange's operations for Members of the
Exchange that are also participants on EDGX, BZX, and BYX. As such, the
proposed rule change would foster cooperation and coordination with
persons engaged in facilitating transactions in securities and would
remove impediments to and perfect the mechanism of a free and open
market and a national market system.
    In addition to the specific rules discussed below, the Exchange
also believes that the proposed amendments to clarify and re-structure
the Exchange's priority, execution and routing rules will contribute to
the protection of investors and the public interest by making the
Exchange's rules easier to understand.
    Definitions (Rule 11.6). The modifications related to Discretionary
Range, Pegged instructions, Re-Pricing, Aggressive, Super Aggressive,
Post Only, as well as TIFs of IOC and FOK, are each designed to better
align certain Exchange rules and system functionality with that
currently offered by EDGX, BYX and BZX in order to provide a consistent
functionality across the BGM Affiliated Exchanges. Specifically, the
Exchange believes that the proposed rule changes will provide
additional clarity and specificity regarding the functionality of the
System and provide Users with consistent rules across the BGM
Affiliated Exchanges, and thus would promote just and equitable
principles of trade and remove impediments to a free and open market.
    In particular, the Exchange believes it is consistent with the Act
to execute orders with a Discretionary Range instruction and orders
with a Super Aggressive instruction against marketable liquidity (i.e.,
order with a Post Only instruction) when an execution would not
otherwise occur is consistent with both: (i) The Act, by facilitating
executions, removing impediments and perfecting the mechanism of a free
and open market and national market system; and (ii) a User's
instructions, which have evidenced a willingness by the User to pay
applicable execution fees and/or execute at more aggressive prices than
they are currently ranked in favor of an execution.
    The Exchange also believes that the proposed changes to Rule
11.6(l) are consistent with Section 6(b)(5) of the Act,\50\ as well as
Rule 610 of Regulation NMS \51\ and Rule 201 of Regulation SHO.\52\
Rule 610(d) requires exchanges to establish, maintain, and enforce
rules that require members reasonably to avoid ``[d]isplaying
quotations that lock or cross any protected quotation in an NMS
stock.'' \53\ Such rules must be ``reasonably designed to assure the
reconciliation of locked or crossed quotations in an NMS stock,'' and
must ``prohibit . . . members from engaging in a pattern or practice of
displaying quotations that lock or cross any quotation in an NMS
stock.'' \54\ These changes will provide additional specificity within
the Exchange's rules regarding the operation of the Exchange's re-
pricing options The proposed rule change will also align the
descriptions of the Exchange's re-repricing options under Rule 11.6(l)
with EDGX's re-pricing options under EDGX Rule 11.6(l) and BZX's price
sliding processes described under BZX Rule 11.9(g).
---------------------------------------------------------------------------

    \50\ 15 U.S.C. 78f(b)(5).
    \51\ 17 CFR 242.610.
    \52\ 17 CFR 242.201.
    \53\ 17 CFR 242.610(d).
    \54\ Id.
---------------------------------------------------------------------------

    Order Types (Rule 11.8). The Exchange believes that the proposed
changes to its order types under Rule 11.8 are consistent with Section
6(b)(5) of the Act,\55\ because they are intended to align their
operation with the operation of identical order types on EDGX and BZX,
thereby fostering cooperation and coordination with persons engaged in
facilitating transactions in securities and removing impediments to and
perfecting the mechanism of a free and open market and a national
market system.
---------------------------------------------------------------------------

    \55\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes its proposed amendments to the description of
Limit Orders under Rule 11.8(b) is reasonable because it aligns their
operation with existing EDGX and BZX rules and functionality as well as
to reflect the relevant proposed changes discussed above. Therefore,
the proposed rule change promotes just and equitable principles of
trade because it will avoid investor confusion by providing the
identical default behavior across the Exchange, EDGA and BZX.
    Priority (Rule 11.9). The Exchange believes its proposed amendments
to Rule 11.9 regarding the priority of orders promotes just and
equitable principles of trade, remove impediments to, and perfect the
mechanism of, a free and open market and a national market system by
providing Members, Users, and the

investing public with greater transparency regarding how the System
operates. The Exchange believes that the proposed rule changes
regarding order priority will continue to provide greater transparency
and further clarity on how the various order types will be assigned
priority under various scenarios, thereby assisting Members, Users and
the investing public in understanding the manner in which the System
may execute their orders.
    Order Execution (Rule 11.10). Proposed Rule 11.10(a)(4)(C), which
would be identical to EDGX Rule 11.10(a)(4)(C) and BZX Rule
11.13(a)(4)(C),\56\ is consistent with Rules 11.6 and 11.8, as proposed
to be amended, and reflects the fact that the Exchange will suspend the
ability of an order to execute at the Locking Price when there is a
contra-side order with a Displayed instruction in order to avoid an
apparent priority issue. In turn, the Exchange believes that adopting
Rule 11.10(a)(4)(C) promotes just and equitable principles of trade,
fosters cooperation and coordination with persons engaged in
facilitating transactions in securities, and removes impediments to,
and perfects the mechanism of, a free and open market and a national
market system, both with respect to the functionality that prevents
executions in such a circumstance and with respect to the addition of
the rule text, because it makes clear to Users the operation of the
Exchange in conjunction with the proposed changes to the System. The
Exchange also believes its proposal to adopt Rule 11.10(a)(4)(D), which
would be identical to EDGX Rule 11.10(a)(4)(D) and BZX Rule
11.13(a)(4)(D),\57\ promotes just and equitable principles of trade,
fosters cooperation and coordination with persons engaged in
facilitating transactions in securities, and removes impediments to,
and perfects the mechanism of, a free and open market and a national
market system. The proposed change is based on EDGX Rule 11.10(a)(4)(D)
and BZX Rule 11.13(a)(4)(D) and sets forth how marketable orders that
would otherwise not be executed under specific scenarios will be
executed, thereby improving execution quality for participants sending
orders to the Exchange. Further, the proposed change will help to
provide price improvement to market participants, again, in scenarios
that at times, such participants would potentially not receive
executions on the Exchange. Thus, the Exchange believes that its
proposed order handling process in the scenario described in this
filing will benefit market participants and their customers by allowing
them greater flexibility in their efforts to fill orders and minimize
trading costs. The proposed rule change will also provide consistent
handling for orders in such scenarios across the Exchange, EDGX, and
BZX, thereby avoiding investor confusion and promoting just and
equitable principles of trade.
---------------------------------------------------------------------------

    \56\ See supra note 14.
    \57\ Id.
---------------------------------------------------------------------------

(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. The Exchange
notes that the proposal will provide consistent functionality across
the BGM Affiliated Exchanges, thereby reducing complexity and
streamlining duplicative functionality, resulting in simpler technology
implementation, changes and maintenance by Users of the Exchange that
are also participants on EDGX, BYX and BZX. Thus, the Exchange believes
this proposed rule change is necessary to permit fair competition among
national securities exchanges. In addition, the Exchange believes the
proposed rule change will benefit Exchange participants in that it is
designed to achieve a consistent technology offering by the BGM
Affiliated Exchanges.

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

    The Exchange has neither solicited nor received written comments on
the proposed rule change.

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

    Because the 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, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)
thereunder.\58\
---------------------------------------------------------------------------

    \58\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to
give the Commission written notice of the Exchange's intent to file
the proposed rule change, along with a brief description and text of
the proposed rule change, at least five business days prior to the
date of filing of the proposed rule change, or such shorter time as
designated by the Commission. The Exchange has satisfied this
requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
its filing. However, Rule 19b-4(f)(6)(iii) 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 asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. Waiver of the 30-day
operative delay would allow the Exchange to harmonize its rules across
BGM Affiliated Exchanges in a timely manner, thereby simplifying the
rules available to Members of the Exchange that are also participants
on EDGX, BZX and BYX. Based on the foregoing, the Commission believes
the waiver of the operative delay is consistent with the protection of
investors and the public interest.\59\ The Commission hereby grants the
waiver and designates the proposal operative upon filing.
---------------------------------------------------------------------------

    \59\ For purposes only of waiving the 30-day operative delay,
the Commission has also 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 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_ADDRESS>Please include
File Number SR-EDGA-2015-33 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-EDGA-2015-33. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing will also be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-EDGA-2015-33 and should be
submitted on or before September 10, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\60\
---------------------------------------------------------------------------

    \60\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-20544 Filed 8-19-15; 8:45 am]
BILLING CODE P


[Federal Register Volume 84, Number 200 (Wednesday, October 16, 2019)]
[Notices]
[Page 55323]
[FR Doc No: 2019-22461]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4429-DR; Docket ID FEMA-2019-0001]

Mississippi; Amendment No. 6 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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

SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Mississippi (FEMA-4429-DR), dated April 23, 2019, and
related determinations.

DATES: This amendment was issued September 20, 2019.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The notice of a major disaster declaration
for the State of Mississippi is hereby amended to include Individual
Assistance for the following areas among those areas determined to have
been adversely affected by the event declared a major disaster by the
President in his declaration of April 23, 2019.

    Monroe County for Individual Assistance.
    Clay, Humphreys, Issaquena, Lowndes, Sharkey, Warren, and Yazoo
Counties for Individual Assistance (already designated for Public
Assistance).
    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050, Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Pete Gaynor,
Acting Administrator, Federal Emergency Management Agency.
[FR Doc. 2019-22461 Filed 10-15-19; 8:45 am]
 BILLING CODE 9111-23-P