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Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change Relating to Stock-Option Order Handling

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 aspects of such statements.

A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its rules regarding the handling and processing of stock-option orders represented in open outcry on the floor of the Exchange. Specifically, the Exchange proposes to adopt subparagraph (d) to Rule 6.48 (Contract Made on Acceptance of Bid or Offer) to extend electronic stock component routing functionality currently only available in the electronic trading environment to Public Automated Routing (“PAR”) workstation
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users and thus, allow Trading Permit Holders (“TPHs”) or PAR Officials
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to electronically route the stock component of a stock-option order represented in open outcry on the floor of the Exchange to an Exchange-designated broker-dealer not affiliated with the Exchange for electronic execution at a stock trading venue directly from PAR. In addition, the Exchange proposes to amend Interpretation and Policy .06 to Rule 6.53C to require that the Clearing Trading Permit Holder (“CTPHs”) (instead of the executing TPH), on a stock-option order, enter into a brokerage agreement with one or more non-affiliated Exchange-designated broker-dealers before electronically routing the stock component a of stock-option order to an Exchange-designated broker-dealer for execution at a stock-trading venue.
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The Exchange also proposes to add cross-references to the proposed amended stock-option order handling and processing rules in the Interpretations and Policies to Rules 6.45A (Priority and Allocation of Equity Option Trades on the CBOE Hybrid System) and 6.45B (Priority and Allocation of Trades in Index Options and Options on ETFs on

the CBOE Hybrid System). The Exchange believes that the proposed enhanced functionalities with respect to the handling and processing of stock-option orders on PAR will promote more efficient trading and benefit market participants by eliminating intermediary manual steps currently required for open outcry stock-option order execution.

Current Procedures
Under Rule 1.1, a stock-option order is defined as “an order to buy or sell a stated number of units of an underlying or a related security coupled with either (a) the purchase or sale of option contract(s) on the opposite side of the market representing either the same number of units of the underlying or related security or the number of units of the underlying security necessary to create a delta neutral position or (b) the purchase or sale of an equal number of put and call option contracts, each having the same exercise price, expiration date and each representing the same number of units of stock as, and on the opposite side of the market from, the underlying or related security portion of the order.”
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Stock-option orders are a popular with investors (e.g., buy-writes) and are frequently handled and processed on the Exchange. Currently, eligible stock-option orders
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may be handled and processed on the Exchange either manually in open outcry or electronically through the Hybrid Trading System.
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This proposal seeks to enhance PAR functionality to allow a third option for handling and processing of a stock-option order on the Exchange by allowing the stock component of a stock-option order executed in open outcry to be handled electronically directly from PAR by a PAR user (i.e. a floor broker or PAR Official) on the floor of the Exchange.

Manual Processing

Stock-option orders may be handled and processed on the Exchange in open outcry, with the stock portion of the order manually transmitted (e.g., via telephone) by the PAR user (i.e. a floor broker or PAR Official) on the floor to a broker on a stock trading venue for execution.
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Trading of a stock-option order in open outcry involves the stock-option order being represented in open outcry as a strategy order at a single net price with the option component being traded by a broker or PAR Official on the floor of the Exchange and the stock portion being manually transmitted to a broker at a stock trading venue for execution.
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Manual transmission of the stock component of a stock-option order is accomplished by placing a stock order with a broker as two paired orders with a designated limit price to be matched by the broker either on a lit stock exchange, Alternative Trading System (“ATS”), or over-the-counter. As agent, the broker is responsible for determining whether the order may be executed in accordance with all of the rules applicable to the execution of equity orders, including compliance with the applicable short sale, trade-through, and reporting rules. In the event that the stock leg of a stock-option order cannot be executed by the broker, the stock-option order will remain on PAR or, at the order entry firm’s discretion, to the order entry firm’s booth.
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Stock-option orders have historically been handled and processed in open outcry on the Exchange. The Exchange continues to allow TPHs to manually execute stock-option orders in this manner.
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Electronic Processing
Stock-option orders may also be handled electronically on the Exchange, with the stock portion of the order being electronically transmitted by the Exchange to a non-affiliated third party Exchange-designated broker-dealer for execution at an away stock trading venue.
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Generally, the stock component of a stock-option order is transmitted to an Exchange-designated broker-dealer
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as two paired orders with a designated limit price after the Exchange’s trading system has determined that a stock-option order is executable at the designated net price. Once transmitted to the Exchange-designated broker-dealer, the Exchange-designated broker dealer acts as agent for the stock leg of the stock-option order and is responsible for the proper execution, trade reporting, and submission to clearing of the stock trade. Specifically, the Exchange-designated broker-dealer will be responsible for determining whether the orders may be executed in accordance with all of the rules applicable to the execution of equity orders, including compliance with the applicable short sale, trade-through, and reporting rules. In the event that the stock component of a stock-option order cannot be executed by the Exchange-designated broker-dealer, the stock-option order execution will be nullified and parties to the trade will be notified by the Exchange.
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Currently, TPHs that wish to participate in electronic stock-option order processing must enter into a customer agreement with one or more designated broker-dealer that is not affiliated with the Exchange.
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In addition, to be eligible for electronic processing, TPHs must validate that they have executed a brokerage agreement with an Exchange-designated broker-dealer in order to obtain activation of stock-option order entry functionality on the Floor Broker Workstation (“FBW”).
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TPHs may only submit complex orders with a stock component for electronic processing if such orders comply with the Qualified Contingent Trade (“QCT”) Exemption of Rule 611(a) of Regulation NMS.
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A QCT is a transaction consisting of two or more component orders, executed as agent or principal, that satisfies the six elements enumerated in the Commission’s Order exempting QCTs from the requirements of 611(a), which requires trading centers to establish, maintain, and enforce written policies and procedures that are reasonably designed to prevent trade-throughs. TPHs submitting stock-option orders for electronic processing must represent that the orders’ terms comply with the QCT Exemption of Rule 611(a) of Regulation NMS.
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Proposed Rule Changes
The Exchange proposes to introduce enhanced PAR functionality that would allow TPHs and PAR Officials to route the stock portion of a stock-option order directly to an Exchange-designated broker-dealer for electronic execution at a stock trading facility. Under proposed Rule 6.48(d), TPHs and PAR Officials would be able to transmit stock portions of stock-option orders represented in open outcry directly from PAR to an Exchange-designated broker-dealer not affiliated with the Exchange for electronic execution at a stock trading venue. Thus, rather than executing stock orders manually via telephone, PAR users would be able to electronically send the stock portion of the stock-option order from PAR directly to an Exchange-designated broker-dealer for immediate execution at a stock trading venue. The Exchange notes that this functionality (electronic stock component order routing, processing, and handling), is already in use for electronic stock-option orders submitted into the Hybrid Trading System. The Exchange is merely proposing to extend this functionality to stock-option orders handled on the floor of the Exchange. The Exchange believes this added functionality will support more efficient stock-option order execution, streamline the steps required for open outcry stock-option order trading, and enhance the Exchange’s audit trail by creating a more robust record of the stock component of stock option order executions on the floor of the Exchange.
Proposed Rule 6.48(d) would also provide that stock portions of stock-option orders represented in open outcry may be routed to a designated broker-dealer not affiliated with the Exchange for electronic execution at a stock trading venue as single orders or as paired orders (including with orders transmitted from separate PAR workstations). Consistent with current practices, the Exchange-designated broker-dealer would be responsible for the proper execution, trade reporting, and submission to clearing of the stock trade that is part of the stock-option order. Stock-option order executions for which the stock portion of the order could not be executed at the designated price would be nullified and the parties to the trade would be notified by the Exchange.
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In addition, consistent with current Interpretation and Policy .06(a) to Rule 6.53C, TPHs’ compliance with the Qualified Contingent Trade (“QCT”) Exemption of Rule 611(a) of Regulation NMS would continue to be required for stock-option orders where the stock component of the stock-option order is routed from PAR to an Exchange-designated broker-dealer not affiliated with the Exchange for electronic execution at a stock trading venue selected by the Exchange-designated broker-dealer.

The Exchange also proposes to amend Interpretation and Policy .06(a) to Rule 6.53C. Under current Interpretation and Policy .06(a) to Rule 6.53C, the stock portion of a stock-option order cannot be processed automatically unless the executing TPH has entered into a brokerage agreement with one or more Exchange-designated broker-dealers that are not affiliated with the Exchange that can electronically execute the equity order on a stock trading venue. The Exchange proposes to change Interpretation and Policy .06 to Rule 6.53C to provide that the Trading Permit Holder shall give up a Clearing Trading Permit Holder previously identified to, and processed by the Exchange as a Designated Give Up for that Trading Permit Holder in accordance with Rule 6.21 and which has entered into a brokerage agreement with one or more Exchange-designated broker-dealers that are not affiliated with the Exchange to electronically execute the stock component of the stock-option order at a stock trading venue selected by the Exchange-designated broker-dealer on behalf of the Trading Permit Holder. The Exchange believes that the proposed rule change would bring Interpretation and Policy .06(a) to Rule 6.53C in line with the Exchange’s give up rules in Rule 6.21.
All trades are finalized not when they are executed, but when they clear. It is the CTPH, not the order entry TPH that guarantees authorization of a trade and accepts financial responsibility for all Exchange transactions made by the executing TPH. Because the CTPH is the party guaranteeing the transaction, the Exchange believes that it is reasonable to require that the CTPH enter into a brokerage agreement with an Exchange-designated broker-dealer not affiliated with the Exchange in order to route the stock portion of a stock-option order for electronic processing rather than requiring an executing TPH (that may be acting as agent or broker) to enter into such an agreement on the CTPH’s behalf. Consistent with Rule 6.21, the CTPH should be responsible for order handling and processing requirements for trades that it guarantees.
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Furthermore, under current Interpretation and Policy .06(a) to Rule 6.53C, the stock portion of a stock-option order cannot be processed automatically unless the executing TPH has entered into a brokerage agreement with one or more Exchange-designated broker-dealers that are not affiliated with the Exchange that can electronically execute the equity order on a stock trading venue. Accordingly, even when acting as agent or broker, a TPH cannot submit the stock portion of a stock-option order for electronic processing unless the TPH has entered into a brokerage agreement with an Exchange-designated broker-dealer that is not affiliated with the Exchange. The Exchange believes that current Interpretation and Policy .06(a) has a chilling effect on market activity because it prohibits TPHs from entering orders when acting as a broker for the account of a CTPH or a CTPH customer account. Brokers that represent a stock-option order merely as an executing agent rather than on behalf of their own customers may be less willing to enter into a brokerage agreement with one or more Exchange-designated broker-dealers and accept counterparty risk for a one-time fee. On the other hand, a CTPH that submits such an order to a floor broker on behalf of its own customer and has already accepted counterparty risk on behalf of its customer as clearing agent and would likely enter such a brokerage agreement willing as it would extend counterparty risk current parameters.
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Accordingly, the Exchange proposes to amend Interpretation and Policy .06(a) to Rule 6.53C to provide that TPHs shall give up a CTPH previously identified to, and processed by the Exchange as a Designated Give Up in accordance with Rule 6.21 and which has entered into a brokerage agreement with one or more Exchange-designated broker-dealers that are not affiliated with the Exchange to electronically execute the stock portion of the stock-option order at a stock trading venue selected by the Exchange-designated broker-dealer.
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The Exchange also proposes to change Interpretation and Policy .06 to Rule 6.53C to provide that stock-option orders may be executed against other electronic stock-option orders rather than state that such orders may be executed against other stock-option orders through the COB or COA. This change reflects the fact that such orders may be subjected to the Automated Improvement Mechanism (“AIM”) as well as executed through the COB or COA. Finally, the Exchange proposes conforming administrative changes to the Rules to include the language describing these functionality enhancements in Rules 6.45A and 6.45B. The proposed administrative changes would provide reference to this new technology within the priority rules for stock-option orders. Thus, these administrative changes merely add clarity to the Rules regarding the functionality available to TPHs on PAR.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.
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Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5)
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requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitation transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5)
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requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers.

In particular, the Exchange believes the proposed rule change removes impediments to and perfects the mechanism of a free and open market by eliminating steps involved in stock-option order execution on the Exchange which allows for more efficient trading. By allowing PAR users to route the stock portion of a stock-option order to a broker at a stock trading venue directly from PAR, the Exchange is attempting to allow stock-option orders to be matched faster and more efficiently. Creating a more streamlined approach to the execution of stock-option orders allows for less complicated and, thus, less confusing trading on the Exchange. In addition, as a consequence, the proposed rule change will promote more liquidity on the national market system by allowing TPHs to more easily use stock-option orders and more quickly send stock leg portions of complex order to stock trading venues for execution. The Exchange also believes that the proposed rule would enhance the Exchange’s audit trail by creating a more robust record of the stock component of stock option order executions on the floor of the Exchange.
The Exchange also believes that the proposed changes to Interpretation and Policy .06 to Rule 6.53C to provide that the Trading Permit Holder shall give up a Clearing Trading Permit Holder previously identified to, and processed by the Exchange as a Designated Give Up for that Trading Permit Holder in accordance with Rule 6.21 and which has entered into a brokerage agreement with one or more Exchange-designated broker-dealers that are not affiliated with the Exchange to electronically execute the stock component of the stock-option order at a stock trading venue selected by the Exchange-designated broker-dealer on behalf of the Trading Permit Holder would help create a more robust market for stock-option orders and protect investors interests consistent with the Act. The Exchange believes that the proposed rule change would bring Interpretation and Policy .06(a) to Rule 6.53C in line with the Exchange’s give up rules in Rule 6.21. Consistent with Rule 6.21, the CTPH should be responsible for order handling and processing requirements for trades that it guarantees. The proposed amendments are reasonable and provide certainty that a CTPH will always be responsible for a trade, which protects investors and the public interest.
Finally, the Exchange believes that the proposed change to Interpretation and Policy .06 to Rule 6.53C providing that stock-option orders may be executed against other electronic stock-option orders and the proposed amendments to Rules 6.45A and 6.45B would add additional clarity and transparency to the Rules. The Exchange continues to evaluate its Rules to add additional clarity and transparency whenever possible. The Exchange believes that its efforts to clarify the Rules are in the interests of market participants and the general public and that providing added transparency in the Rules is consistent with the Act.
B. Self-Regulatory Organization’s Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Specifically, the Exchange already offers such orders and is merely introducing new functionality to execute such orders. Thus, the Exchange does not believe that the proposed changes will pose a burden on intramarket competition or intermarket competition as these orders are already available on the Exchange. The functionality is available to all TPHs that choose to enter into the necessary agreements with the Exchange designated broker-dealer that is not affiliated with the Exchange. To the contrary, the Exchange believes that the proposed rule change will relieve any burden on, or otherwise promote, competition as it allows for market participants to more quickly execute stock-option orders via the Exchange’s Hybrid System.
C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received written comments on the proposed rule change.


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