Federal Register: May 8, 2002 (Volume 67, Number 89)

DOCID: FR Doc 02-11098

SECURITIES AND EXCHANGE COMMISSION

Veterans Affairs Department

DOCUMENT ID: [Release No. 34-45829; File No. SR-CBOE-00-55]

NOTICE: Part II

SUBJECT CATEGORY:

Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change and Amendment Nos. 1, 2, and 3 Thereto by the Chicago Board Options Exchange, Incorporated To Establish Rules for a Screen-Based Trading System Known as CBOEdirect

DOCUMENT SUMMARY:

April 25, 2002.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b4 thereunder,\2\ notice is hereby given that on November 9, 2000, the Chicago Board Options Exchange, Incorporated (``CBOE'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. CBOE submitted Amendment Nos. 1, 2, and 3 to the proposal on October 29, 2001; April 2, 2002; and April 19, 2002, respectively.\3\ The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons.
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b4.
\3\ See letters from Angelo Evangelou, Legal Division, CBOE, to Nancy Sanow, Division of Market Regulation (``Division''), Commission, dated October 25, 2001 (``Amendment No. 1''); April 1, 2002 (``Amendment No. 2''); and April 18, 2002 (``Amendment No. 3''). In Amendment No. 1, CBOE substantially revised the proposed rule change; the proposed rule text and description of the proposal submitted as part of Amendment No. 1 supercedes those provisions of the original submission. In Amendment No. 2, CBOE substantially revised its proposed trade nullification rule for CBOEdirect. In Amendment No. 3, CBOE further modified the proposed trade
nullification rule.
I. SelfRegulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

CBOE proposes to adopt rules governing its screenbased trading system, known as CBOEdirect, which will initially be used to trade options only when the open outcry option market is not open. The text of the proposed rule change, as amended, is set forth below. All of the text below would be new CBOE rules; this proposal would not amend or delete any existing CBOE rule.
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Chapter XL

Introduction

The rules in Chapters XL (40) through XLIX (49) are applicable only to trading on the Exchange's screen based trading system. Trading of securities on the screen based trading system shall also be subject to the rules in Chapters I through XXVII to the same extent such rules apply to the trading of the products to which those rules apply, in some cases supplemented by the rules in Chapters 40 through 49, except for rules that have been replaced by rule in Chapters 40 through 49 and except where the context otherwise requires. Whenever a rule in Chapters 40 through 49 supplements or, for purposes of trading on the screen based trading system replaces such rules in Chapters I through XXVII, that fact is indicated following the rule in these Chapters 40 through 49. Appendix A to the screen based trading rules lists the rules in Chapters I (1) through XXVII (27) that are applicable to the trading on the screen based trading system. Where appropriate, Appendix A also indicates that a rule in Chapter 1 through 27 has been supplemented by a rule in these screen based trading rules. All references in the rules in Chapters 1 through 27 to the Exchange shall mean SBT System also unless the context dictates otherwise. * * * * *
Definitions
Rule 40.1
(a) For purposes of the rules governing the use of the Exchange's Screen Based Trading System, any term defined in Article I of the Constitution or in Rule 1.1 and not otherwise defined in Chapters 40 through 49 shall have the meaning assigned to such term in either Article I or in Rule 1.1.
SBT System
(b) ``Screen Based Trading System'' or ``SBT System'' means the electronic system administered by the Exchange which performs the functions set out in Exchange rules including controlling, monitoring, and recording trading by members through SBT workstations and trading between members.
Application Program Interface
(c) ``Application Program Interface'' or ``API'' means the computer program that allows Traders on their own computers or on CBOE or third party vendorsupplied workstations to interface with the SBT System. SBT Book
(d) ``SBT Book'' means all unexecuted orders, other than spread orders, currently held by the SBT System.
SBT Spread Book
(e) ``SBT Spread Book'' means all unexecuted spread orders, currently held by the SBT System.
SBT Workstation
(f) ``SBT workstation'' means a computer connected to the SBT System for the purposes of trading pursuant to the rules in these Chapters 40 through 49.
Trading Official
(g) ``Trading Official'' means an Exchange employee or member who is granted certain duties under these Rules to take actions affecting either the operation of the SBT System or to take actions affecting the responsibilities of SBT Traders.
SBT Trader
(h) ``SBT Trader'' means an individual member who or member organization which has the right to trade on the SBT System. Market Turner
(i) ``Market Turner'' means an SBT Trader who was the first to enter an order (quote) at a better price than the previous best book price and the order (quote) is continuously in the market until the particular order trades. There may be a Market Turner for each price at which a particular order trades.
Legal Width Market
(j) ``Legal Width Market'' means a bid and offer for a prescribed size or greater that is at or within the prescribed width as set forth in Rule 44.4. While a legal width market is equivalent to the ``maximum quote width'' in width, Rule 44.4 requires that an SBT marketmaker enter both the bid and offer to receive credit for the quote. A legal width market can be established by a bid and offer that are entered by two different SBT Traders.
Extended Trading Hour Session
(k) ``Extended Trading Hour Session'' or ``ETH Session'' is any period of time during which the SBT System is open for trading other than the regular trading hour session for those products traded during the ETH session.
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Application of Other Rules
Rule 40.2
(a) To the extent the rules in Chapters I through XXXI are applicable to trading on the SBT System (as indicated by the context or by Appendix A to these Chapters XL through XLIX), the terms used in Chapters I through XXXI should
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be read to have the following meanings where appropriate:
(1) ``Floor'' should be read to mean SBT System.
(2) ``Floor Official'' should be read to mean Trading Official. (3) ``Appropriate Floor Procedure Committee'' should be read to mean ``appropriate SBT Trading Committee.''
(4) ``Floor Broker'' should be read to mean ``SBT Broker.'' (5) ``MarketMaker'' should be read to mean ``SBT MarketMaker.'' (6) ``DPM'' should be read to mean ``SBT DPM.''
(b) References in rules to ``the Exchange'' should be read to include the SBT System where appropriate.
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Chapter XLI
Market Participants, Market Access and Securities Dealt In
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Market Participants
Rule 41.1
(a) The SBT Traders in the SBT System shall be:
(1) SBT MarketMakersmembers who are either SBT Standard Market Makers, SBT Lead MarketMakers or SBT Designated Primary MarketMakers; (2) SBT Standard MarketMakersmembers who have agreed to fulfill certain market making obligations thus qualifying for defined benefits; (3) SBT Lead MarketMakersSBT Standard Market Makers who have a higher level of marketmaker obligations and a greater level of benefits for those classes in which they act as SBT Lead MarketMakers. SBT Lead MarketMakers generally act in such capacity on a rotating basis;
(4) SBT Designated Primary MarketMakersmembers who are qualified and obligated to fulfill a higher level of marketmaker obligations than SBT Standard MarketMakers thus qualifying for a greater level of defined benefits;
(5) SBT Brokersmembers who enter orders as agents for accounts other than accounts of SBT MarketMakers;
(6) Proprietary Tradersmembers who enter orders as principal for nonmarketmaker proprietary accounts;
(b) Other users of the SBT System are:
(1) Clearing Firm Usersmembers who monitor and regulate the activities of traders trading through the clearing firm;
(2) SBT System Operators/AdministratorsExchange employees who support the operation of the system.
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Registration of Membership

Rule 41.2

Any Exchange member who chooses to participate on the SBT System must apply with the Membership Committee to act as an SBT MarketMaker, SBT Broker, or Proprietary Trader. The Membership Committee shall be responsible for approving applications of Exchange members as an SBT MarketMaker, SBT Broker, or Proprietary Trader for the SBT System. * * * * *
Communication Access

Rule 41.3

The connection point for any SBT workstation must be in the United States except as otherwise provided for by the Board. The Exchange may limit the locations of any SBT workstations to specified locations or cities if necessary to ensure the operational integrity of the System. * * * * *
Replacement Traders
Rule 41.4
(a) If the SBT System is so enabled to recognize Replacement Traders, Individual SBT MarketMakers may nominate a Replacement Trader that must be qualified and registered with the Exchange as such. The Membership Committee shall be responsible for qualifying and approving Replacement Traders. Replacement Traders for a nominee of a member firm must be nominees of the same firm or must have their memberships registered for the same firm.
(b) When an SBT MarketMaker logs off the SBT System, he may first choose to transfer his position to a Replacement Trader. Any quotes transferred in that manner will retain their priority.
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Chapter XLII
Trading Day and States of Operation
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Days and Hours of Business

Rule 42.1

The days and hours of business shall be determined in accordance with the applicable rules for the type of product; e.g., equity optionsRule 6.1, index optionsRule 24.6, etc. The Board of Directors may determine to approve hours of trading and days of operation for categories of products traded on the SBT System that are different than those approved for trading on the Exchange's open outcry system on the Exchange floor.
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States of Operation
Rule 42.2
(a) PreOpening. Preopening is some predetermined period of time (as described in Rule 42.3), as determined by the Exchange, prior to the opening during which the SBT System will accept orders and quotes, but during which no trading will take place.
(b) Opening. During the Opening State, the System will accept orders and quotes for some period of time (as described in Rule 42.3) as determined by the Exchange. At the end of that period of time, quotes and orders will be accepted for some period of time (but will not be included in the opening trade). During this time, the length of which is determined by the Exchange, opening prices are established. At the end of the Opening State, the System will complete the opening trades, if any, and then change the state of the class to Trading. (c) Trading. During Trading, the series will trade freely and orders and quotes will be accepted.
(d) Trading Halts. During Trading Halts as declared in accordance with Rule 43.4(b), orders are accepted by the System. The class will have to go through the preopening and opening procedures before it reverts to the state of Trading.
(e) Closed. The System changes the state to Closed at a predetermined time dependent on the closing time of the underlying security. Trading is stopped but the System continues to accept certain types of orders to allow SBT Traders to maintain their orders. At some designated time the System stops accepting orders and performs endof day procedures as described in Rule 42.4.
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Opening and Closing Rotation Procedures
Rule 42.3
(a) For some period of time before the opening (as determined by the Exchange) in the underlying security, the SBT System will accept orders and quotes. Spread orders and contingency orders (except ``opening only'' orders) do not participate in the opening. The SBT System will disseminate information about resting orders in the SBT Book that remain from the prior business day and any orders sent in before the opening. After the primary market for the underlying security disseminates the opening trade or the
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opening quote for the underlying security, the SBT System sends a notice to SBT MarketMakers with an appointment in that class of options who may then submit their opening quotes. If there is an SBT Designated Primary MarketMaker (``SBT DPM'') or an SBT Lead Market Maker (``SBT LMM'') in the particular option class, the SBT DPM or SBT LMM must enter opening quotes. Standard SBT MarketMakers may but are not required to enter an opening quote unless required by the procedure described in paragraph (b) below. The SBT System will begin the Opening Procedure at a randomly selected time within a number of seconds after the receipt of the underlying security's opening price. In the case of trading during an ETH session, the System may open the class without having received the underlying security's opening price. Spread orders and contingency orders do not participate in the opening trade or in the determination of the opening price.
(b)(1) For series that have no SBT MarketMakers with appointments logged on to the System and no SBT MarketMakers without appointments providing preopening quotes, the System will issue an alert message to the Help Desk at a prescribed time before the open. The Help Desk may contact SBT MarketMakers with an appointment to request that the MarketMakers log on and prepare to quote any series in the class. If a sufficient number of SBT MarketMakers can not be encouraged to log on, then the Help Desk may have the Opening Notice sent to some or all other SBT MarketMakers logged on to the System. A Special Request for Quote, which may be sent to the SBT MarketMakers with an appointment, is an RFQ that will require a response.
(2) For series where SBT MarketMakers have logged on but have not responded to the Opening Notice, and where no nonappointed SBT Market Makers have provided preopening quotes, the System will send an alert message to the Help Desk and a Special RFQ to those SBT MarketMakers with an appointment.
(c) From some time after the Opening Notice is sent, the SBT System will calculate and provide the Expected Opening Price (``EOP'') given the current resting orders during an EOP Period. The EOP Period shall be a time established by the appropriate SBT Trading Committee and shall be no less than five seconds and no more than one minute. The EOP is that price at which the greatest number of orders in the SBT Book would be traded. The EOP will be recalculated and disseminated every few seconds. During this time after the Opening Notice is sent, quotes and orders may be submitted without restriction. An EOP can only be calculated if an opening trade is possible. An opening trade is possible if: (i) the SBT Book is crossed (highest bid is higher than the lowest offer), locked (highest bid equals lowest offer), or there are market orders in the SBT Book, and (ii) at least one quote is present that is at or within the legal width market and of the prescribed minimum size as set forth in Rule 44.4.
(d) After the EOP Period, the System will enter a Lock Interval during which quotes and orders may be submitted but they are not included in the opening trade. The Lock Interval shall be a period of time not to exceed four seconds. The SBT System will establish the opening price at this time during its Opening Procedure. The System will process the series of a class in a random order. The opening price of a series is the ``marketclearing'' price which will leave bids and offers which cannot trade with each other. In determining the priority of orders to be filled, the SBT System will give priority to market orders first, then to limit orders whose price is better than the opening price and entered before the Lock Interval, and then to resting orders at the opening price and entered before the Lock Interval. One or more series of a class may not open because of conditions cited in paragraph (f) of this Rule. Orders entered during the Lock Interval will be eligible to be traded (according to the time priority in which they were entered) after the System enters the Trading State. (e) As the opening price is determined by series, the System will change the product state of the series to Trading, and disseminate to OPRA and to the SBT participants the opening quote and the opening trade price, if any. Quotes and orders entered during the Lock Interval will then be submitted to the SBT Book in the order of their arrival. (f) The System will not open a series if one of the following conditions is met:
(1) There is no quote from any SBT MarketMaker that provides a legal width market;
(2) The opening price is not within an acceptable range (as determined by the appropriate SBT Trading Committee) compared to the highest quote offer and the lowest quote bid (e.g., the upper boundary of the acceptable range may be 125% of the highest quote offer and the lower boundary may be 75% of the lowest quote bid); or
(3) The opening trade would leave a market order imbalance (i.e., there are more market orders to buy or to sell for the particular series than can be satisfied by the limit orders and the market orders on the opposite side).
(g) If one of the conditions in paragraph (f) of this Rule is met, the System will not open the series but will send a Request for Quote (``RFQ'') with no size, except when the condition in (f)(3) is met. In this case, the RFQ will include a size equal to the market order imbalance and the direction (buy or sell) of the imbalance. At the end of the RFQ period, the System will put the series into Opening Rotation. The System will repeat this process until the series is open. (h) Two Trading Officials may deviate from the standard manner of the opening procedure, including delaying the opening in any option class, when they believe it is necessary in the interests of a fair and orderly market.
(i) The procedure described in this Rule may be used to reopen a class after a trading halt.
(j) Closing Rotation Procedure. The procedure described in this Rule may be employed after the end of the normal close of any trading session whenever the Exchange concludes that such action is appropriate in the interests of a fair and orderly market. The factors that may be considered in holding a closing rotation procedure include, but are not limited to, whether there has been a recent opening or reopening of trading in the underlying security, a declaration of a fast market, or a need for a closing procedure in connection with expiring individual stock options, an end of the year procedure, or the restart of a procedure which is already in progress. The decision to employ a closing rotation procedure in nonexpiring options shall be disseminated prior to the commencement of such procedure.
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End of Day/Session Process

Rule 42.4

The System will automatically delete expiring orders (i.e., day orders and session orders) and expiring GTC (Good'tilCanceled) orders after the close. If an option class is traded on both the SBT System during an Extended Trading Hours session and also on the Exchange during different trading hours then orders eligible to be traded in the next or a future session may be passed by the System from one book to the next appropriate book, e.g., orders may be passed from the SBT Book to the regular book or from the regular book to the SBT Book as appropriate.
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Chapter XLIII
Trading Rules and Processing of Orders
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Matching Algorithm/Priority
Rule 43.1
(a) Generally. The appropriate SBT Trading Committee will determine to apply, for each class of options, one of the following rules of trading priority. The Exchange will issue a Regulatory Circular periodically which will specify which priority rules will govern which classes of options any time the appropriate Committee changes the priority.
(1) PriceTime Priority. Under this method, resting orders in the book are prioritized according to price and time. If there are two or more orders at the best price then priority is afforded among these orders in the order in which they were received by the SBT System. (2) Combined PriceTime and Size Priority. Under this method, resting orders in the book are prioritized according to price. If there are two or more orders at the best price then trades are allocated proportionally according to size (in a pro rata fashion). The executable quantity is allocated to the nearest whole number, with fractions \1/2\ or greater rounded up and fractions less than \1/2\ rounded down. If there are two market participants that both are entitled to an additional \1/2\ contract and there is only one contract remaining to be distributed, the additional contract will be distributed to the market participant whose quote or order has time priority.
(b) Additional Priority Overlays. In addition to the base allocation methodologies set forth above, the appropriate SBT Trading Committee may determine to apply, on a classbyclass basis, any or all of the following designated market participant overlay priorities in a sequence determined by the appropriate SBT Trading Committee. The Exchange will issue a Regulatory Circular periodically which will specify which classes of options are subject to these additional priorities as well as any time the appropriate SBT Trading Committee changes these priorities.
(1) Public Customer. When this priority overlay is in effect and no other priority overlays are in effect, the highest bid and lowest offer shall have priority except that public customer orders shall have priority over nonpublic customer orders at the same price. If other priority overlays are also in effect, priority is established in the sequence designated by the appropriate SBT Trading Committee. In either case, if there are two or more public customer orders for the same options series at the same price, priority shall be afforded to such public customer orders in the sequence in which they are received by the System, even if the Combined PriceTime and Size Priority allocation method is the chosen allocation method.
(2) Market Turner. When this priority overlay is in effect and no other priority overlays are in effect, the Market Turner has priority at the highest bid or lowest offer that he established. If other priority overlays are also in effect, priority is established in the sequence designated by the appropriate SBT Trading Committee. In either case, the Market Turner priority at a given price remains with the order once it is earned. For example, if the market moves in the same direction as the direction in which the order from the Market Turner moved the market, and then the market moves back to the Market Turner's original price, then the Market Turner retains priority at the original price.
(3) Trade Participation Right. SBT Designated Primary MarketMakers or SBT Lead MarketMakers may be granted trade participation rights pursuant to the provisions of Chapter 44 that will provide for priority over nonpublic customer and/or customer orders up to the applicable participation right percentage designated pursuant to the provisions of Chapter 44. If other priority overlays are also in effect, priority is established in the sequence designated by the appropriate SBT Trading Committee. In allocating the participation right, all of the following shall apply:
(i) To be entitled to their participation right, a DPM's/LMM's order and/or quote must be at the best price.
(ii) A DPM/LMM may not be allocated a total quantity greater than the quantity that the DPM/LMM is quoting (including orders not part of quotes) at that price. Additionally, a DPM/LMM may not be allocated a total quantity that represents a greater percentage than the DPM's/ LMM's percentage of the total size at the best price before the participation right was applied.
(iii) If the trade participation right priority and the Market Turner priority are both in effect and the DPM/LMM is the Market Turner, the Market Turner priority will not be applicable.
(iv) In establishing the counterparties to a particular trade, the DPM's/LMM's participation right must first be counted against the DPM's/LMM's highest priority bids or offers.
(c) Contingency Orders. Regardless of the allocation method in place, contingency orders are placed last in priority order, regardless of when they were entered into the SBT System. A contingency order that was entered before a limit order for the same series at the same price will be treated as if it were entered after the limit order. If customer priority is afforded to a particular option class, customer contingency orders will have priority over nonpublic customer contingency orders but behind all other orders.
(d) Spread Orders. Spread orders will not be afforded priority according to this Rule 43.1 but will be handled as provided in Rule 43.10.
(e) Regenerated Quotes. Notwithstanding anything to the contrary in this Rule, if a MarketMaker has the SBT System regenerate his quote in accordance with Rule 44.5(b) after the MarketMaker's bid or offer has been filled, then that portion of the regenerated quote equal to the original size executed against that MarketMaker's bid or offer takes priority over all other orders at the regenerated price except public customer orders, if public customer priority is applicable to that class of options. The portion of the regenerated quote that is not executed will be placed in a priority position consistent with the time the quote was regenerated.
(f) Cancel/Replace Orders. Depending on how a quote or order is modified the quote or order may change priority position as follows: (1) If the price is changed, the changed side loses position and is placed in a priority position behind all orders of the same type (i.e., customer or noncustomer) at the same price.
(2) If one side's quantity is changed, the unchanged side retains its priority position.
(3) If the quantity of one side is decreased, that side retains its priority position.
(4) If the quantity of one side is increased, that side loses its priority position and is placed behind all orders of the same type at the same price.
(g) Priority of Market Orders and Limit Orders. As further described in the Rules governing the execution of market orders and limit orders, market orders generally have execution priority over limit orders. However, if there is not a legal width market available when a market order is entered, an RFQ will be sent for the market order. During the pendency of the RFQ process, a limit order may be executed ahead of the market order if an order is entered on the other side of the market which satisfies the order's limit before any of [[Page 31006]]
the conditions are satisfied that would allow the market order to trade.
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Types of Orders Handled
Rule 43.2
(a) At the discretion of the appropriate SBT Trading Committee, and once the System is so enabled, any of the following types of orders may be accommodated on the SBT System:
(1) Market Order. A market order is an order to buy or sell a stated number of option contracts at the best price available in the market.
(2) Limit order. A limit order is an order to buy or sell a stated number of option contracts at a specified price, or better. (3) Cancel order. A cancel order is an order that cancels partially or fully an existing buy or sell order.
(4) Cancel Replace Order. A cancel replace order is an order to cancel fully an existing buy or sell order and replace it with a new order that has a different quantity or a different price.
(5) Day order. A day order is an order that remains in the SBT Book until it either trades or expires at the end of the day it was entered. The System may recognize different types of day orders as indicated in Rule 43.3.
(6) GoodforSession order. A GoodforSession order remains in either the SBT Book or the auction market book until it either trades or expires at the end of the SBT Trading session or the auction market session, as appropriate. (See interpretations to Rule 43.3). (7) Good'tilCanceled order. A Good'tilCanceled order remains in the SBT Book until either it trades, is withdrawn by the submitting trader or his firm, or the option expires. The System may recognize different types of Good'tilCanceled orders as indicated in Rule 43.3. (8) Spread order. A spread order is an order accommodated by the SBT System and as defined in the rule governing the execution of spread orders.
(9) Contingency order. A contingency order is a limit or market order to buy or sell that is contingent upon a condition being satisfied while the order is held in the Book for execution. (A) Opening Only. An Opening Only order may be a market order or a limit order that may be accepted when the System is in the PreOpening, Trading Halt, and Closed States. An opening only order either will be executed on the opening or canceled.
(B) All or None. An all or none order is an order which is to be executed in its entirety at its limit price.
(C) FillorKill Order. A fillorkill order is an order which is to be executed in its entirety within a short period of time after its receipt. If the order is not so executed, it is canceled.
(D) ImmediateorCancel Order. An immediateorcancel order is a market or limit order which is to be executed in whole or in part within a short period of time after it is received by the SBT System. Any portion not so executed is to be treated as canceled.
(E) Minimum Volume Order. A minimum volume order is an order where the fill should at least equal the minimum volume specified, which is an amount less than the total volume of the order.
(F) Stop (stoploss) Order. A stop order is an order to buy or sell when the market for a particular option contract reaches a specified price. A stop order to buy becomes a market order when the option contract trades or is bid at or above the stop price. A stop order to sell becomes a market order when the option contract trades or is offered at or below the stop price.
(G) Stoplimit Order. A stoplimit order is an order to buy or sell when the market for a particular option contract reaches a specified price. A stoplimit order to buy becomes a limit order when the option contract trades or is bid at or above the stoplimit price. A stop limit order to sell becomes a limit order when the option contract trades or is offered at or below the stoplimit price.
(H) Marketonclose Order. A marketonclose order is a market or limit order that is to be executed during some defined period of time prior to the close and should be filled at or near to the Closing price for the particular series of option.
(10) Any other order type that the Exchange decides to permit to be entered on the SBT System.
(b) The appropriate SBT Trading Committee may determine to provide for only certain of these order types to be available during an extended trading hour session, even if these order types are available during regular trading hours. For example, the appropriate SBT Trading Committee may determine not to allow for the entry of market orders during an extended trading hour session.
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Order Types Accepted at Various Product States
Rule 43.3
(a) The appropriate SBT Trading Committee shall determine which order types may be accepted at various product states and session states.
(b) Once the System is enabled to receive such categories of day and good 'til canceled (``GTC'') orders, customers may specify that their day orders or GTC orders are to be transferred between one trading session and the next and may determine to have the orders represented only during ETH sessions or only during auction market sessions or both. The customer may specify his preferences for the representation of his order by using codes published by the Exchange for that purpose.
* * * Interpretations and Policies:
.01 The Exchange will provide for the following ``time in force'' codes for orders entered over the Exchange's interface: (1) DAAthis indicates the order is to be represented only in the AM ETH session; (2) DAYthis indicates the order is to be represented only during the current Regular Trading Hour (``RTH'') session; and (3) GTCthis indicates the order is to be represented in all RTH sessions until it is traded, canceled or expired.
.02 Once the System is so enabled to recognize such codes, the Exchange will provide for the following for orders entered over the Exchange's interface: (1) DAPthis indicates the order is to be represented only in the PM ETH session; (2) DAXthis indicates the order is to be represented during all sessions during the current trading day; and (3) GTXthis indicates the order is to be represented during all sessions until it is traded, canceled, or expired. * * * * *
Unusual Market Conditions
Rule 43.4
(a) Fast Markets. A fast market may be declared by (A) the SBT System automatically or (B) by two Trading Officials whenever in the judgment of those Trading Officials, due to an influx of orders or other conditions or circumstances, the interest of maintaining a fair and orderly market so requires. A ``fast market'' may be declared in one or more option classes or for the SBT System in its entirety. Once a fast market has been declared either by the SBT System or by Trading Officials, a systemwide notification message will be sent. When Trading Officials declares a fast market or when the SBT System declares a fast market, two Trading Officials may take any action the Trading Officials deem necessary to maintain a fair and orderly market including changing the bidask width requirement as set forth in Rule 44.4.
(1) SBT System Declaration. The SBT System may declare a fast market for a class or classes when the System has lost an underlying security feed, e.g., SIAC or Nasdaq feed. Regular trading
[[Page 31007]]
conditions may be resumed when the underlying security feed has been restored or whenever a Trading Official believes that such action is warranted.
(2) Trading Official Declaration. In declaring a fast market, among the conditions which the Trading Officials may consider are loss of an underlying security feed, impending news, increases in trading volume that has the capability to interfere with the operation of the System, increase in volatility that has the capability to interfere with the operation of the System, and for any other reason to maintain a fair and orderly market. Regular trading conditions may be resumed whenever two Trading Officials believe that such action is warranted. (b) Trading Halts. A trading halt may be declared (A) automatically by the SBT System or (B) by two Trading Officials whenever the conditions, in the Trading Officials' judgment, can not be managed by means available through the operation of paragraph (a) of this Rule. (1) SBT System Declaration. With respect to stock options, the SBT System may declare a trading halt, when a trading halt has been declared for the underlying security in the primary market. When the SBT System is operated during Extended Trading Hours, there may not be a primary market trading the underlying security. In such cases, the SBT System may or may not declare a trading halt if the underlying security has been halted on one or more of the markets trading the underlying security. The appropriate SBT Trading Committee will determine in advance from time to time whether to have the system automatically halt trading on the options if the trading in the underlying has been halted in a market trading the underlying during an ETH session.
(2) Trading Official Declaration.
(A) With respect to options on equity securities, two Trading Officials may declare a trading halt for any of the following reasons: (i) There was no last sale and/or quotation dissemination by the Exchange or by OPRA;
(ii) The primary market halts trading in one or more stocks for regulatory reasons;
(iii) The primary market halts trading in one or more stocks for nonregulatory reasons;
(iv) The primary market halts trading floorwide;
(v) The primary market is open but is unable to disseminate last sale or quotation information;
(vi) Dissemination of news after or near to the close of trading in the primary market;
(vii) Opening of the underlying security has been delayed because of unusual circumstances;
(viii) Loss of the underlying security feed, e.g., SIAC or NASDAQ feed;
(ix) SBT System or CBOE systems failure;
(x) Opening has not been completed or other factors affect the status of the opening;
(xi) Other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present.
(B) With respect to index options, two Trading Officials may declare a trading halt for any of the following reasons:
(i) Activation of price limits on future exchanges;
(ii) One or some of the stocks underlying the index is/are not trading;
(iii) The current calculation of the index derived from the current market prices of the stocks is not available;
(iv) The opening has not been completed or other factors affect the status of the opening;
(v) Other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present.
(C) With respect to any class of products not specified above, two Trading Officials may declare a trading halt for any unusual conditions or circumstances that the Trading Officials deem to be detrimental to the maintenance of a fair and orderly market.
(3) Resumption of Trading. Whenever trading has been halted, whether by the system or by the action of Trading Officials, trading may be resumed whenever two Trading Officials determine that a fair and orderly market may be maintained.
* * * * *
Trade Nullification Procedures
Rule 43.5
(a) Negotiated Trade Nullification. A trade on the SBT System may be nullified if the parties to the trade agree to the nullification. Negotiation may be conducted through the SBT System's messaging facility that would allow a trade party to exchange messages with his contraparties in a particular trade. The SBT System will preserve the anonymity of the parties although a party may voluntarily disclose his identity to the other parties. When all parties to a trade have agreed to a trade nullification, one party must contact the Help Desk which will confirm the agreement and perform the following procedure: (1) Nullify the trade in the matched trade system;
(2) notify all parties involved;
(3) disseminate cancellation information in prescribed OPRA format; and
(4) reestablish order(s) and their respective priorities in the SBT Book on a best efforts basis.
(b) Mandated Trade Nullification. An SBT Trader may have a trade nullified by two Trading Officials if: (i) a documented request is made within five minutes of execution or, if the request is on behalf of a public customer order, within fifteen minutes of execution; and (ii) the trade resulted from: (A) a disruption or malfunction of an Exchange execution, dissemination, or communication system; (B) an erroneous print disseminated by the underlying market which is later cancelled or corrected by that underlying market; or (C) an erroneous quote in the Primary Market (as defined in Rule 1.1) for the underlying security as defined below.

For purposes of this Rule, an erroneous quote in the Primary Market for an underlying security is a quote that has a width of at least $1.00 and has a width at least five times greater than the average quote width for such underlying security during the time period encompassing two minutes before and after the dissemination of such quote. The average quote width shall be determined by adding the quote widths of each separate quote during the four minute time period referenced above (excluding the quote in question) and dividing by the number of quotes during such time period (excluding the quote in question).

Upon the nullification of a trade, the Help Desk will perform the following procedure:
(1) Notify all parties involved;
(2) disseminate cancellation information in prescribed OPRA format; and
(3) reestablish order(s) and their respective priorities in the SBT Book on a best efforts basis.

Nothing in this Rule should be construed to prohibit the contra party of the trade (i.e., that party who traded against the party that initiated the nullification) to seek to recover any loss incurred due to a change in the price in the underlying during the period from the trade to a reasonable amount of time (for unwinding the transaction) after the nullification notification. The recovery of any loss may be sought by any legal means including arbitration.
[[Page 31008]]
(c) Reinstatement of Orders in a Nullified Trade. All orders that were executed in a nullified trade will be reinstated along with their original entry time and price except for the following:
(1) An order of a party requesting a nullification;
(2) a market order;
(3) an order that was originally one side of a quote;
(4) a contingency order; and
(5) an order of a party who does not want the order to be reinstated.

A reinstated order is treated like any incoming order except it retains its original order entry time. If the reinstated order is the first in time priority, the order will receive market turner priority. If there is a market turner order at the same price level with lower time priority, that other order loses its market turner priority. (d) Spread Orders. If so enabled, the System will provide for the possibility of nullifying trades of spread orders.
* * * * *
Order Entry and Maintenance
Rule 43.6
(a) Spread Order Entry. Once the SBT System is so enabled, Traders will have the ability to enter spread orders whose legs are options of the same underlying security.
(b) Order Maintenance. A Trader may display the status of his working or active orders (submitted to the SBT Book and SBT Spread Book, if applicable). A Trader may keep orders in the System that are inactive and may activate them when desired. A Trader may update (cancel/replace) the order; cancel the order or a group of orders; or activate or inactivate an order or a group of orders. When a Trader logs off the SBT System his orders will remain on the SBT Book or SBT Spread Book, if applicable.
(c) Limitations on Orders. Order providers (SBT Brokers and Proprietary Traders) will be prohibited from entering limit orders in the same options series, for the accounts or accounts of the same or related beneficial owners, in such a manner that the Order Provider or the beneficial owner(s) effectively is operating as a MarketMaker by holding itself out as willing to buy and sell options contracts on a regular or continuous basis. In determining whether an Order Provider or beneficial owner effectively is operating as a MarketMaker, the Exchange will consider, among other things: the simultaneous or near simultaneous entry of limit orders to buy and sell the same option series during the same day; the multiple acquisition and liquidation of positions in the same option series during the same day; and the entry of multiple limit orders at different prices in the same options series.
* * * * *
Market Order Processing
Rule 43.7
(a)(1) If a legal width market exists for a particular option, even if established by a pair of unrelated bids and offers for a size less than required of SBT MarketMakers to meet their quote requirement, the SBT System will match market orders against orders at the best price in the Book and against the other orders behind the best price at varying prices until the order is fully executed or until a legal width market no longer exists.
(2) If there is not a legal width market when the order is entered in the System or if any portion of the market order is not executed because there is no longer a legal width market, then the System will hold the order (or any remaining portion of the order) in queue, send a Request for Quote (``RFQ'') to SBT MarketMakers currently providing quotes in the class (which will be handled as described in paragraph (a)(3) below), and send a notice to the originator of the order about the order status.
(3) An RFQ sent pursuant to paragraph (a)(2) will include the market order quantity, but not whether the order is a buy or a sell. RFQ responses will be sent to the SBT Book. Once the responses are sent to the SBT Book the orders may trade with resting orders unless the market order trades against that order first when one of the below conditions are met. The market order will be executed if any one of the following conditions becomes true:
(A) During the RFQ expiration response time, if the best quote width (i.e., the spread between the best bid and offer) becomes a certain prescribed percentage (e.g., 75%)as set by the appropriate SBT Trading Committeeof the legal width market, the System will execute the market order against the quote and any other eligible booked order (i.e., an order on the book with a limit price that allows that order to trade against the market order) until the order is filled or the legal width market no longer exists. If there is volume remaining in the market order, the System will hold the market order in queue again, send another RFQ, and send a notice to the originator about the order status.
(B)(i) If the System receives a limit order on the same side of the market as the market order that could match the best bid or offer and at least one legal width quote has been received, then the System will execute the market order against the best bid/offer. If there is no legal width quote then the limit order that is entered is filled ahead of the market order.
(ii) If one or more incoming RFQ responses could execute against a market order as well as any limit orders that are already on the book (``older limit orders'') at a particular price, then:
(aa) If the incoming RFQ response(s) is (are) of large enough quantity to fill all the older limit orders and the market order, then all those orders will be filled at the price of the older limit orders. (bb) If the incoming RFQ response(s) is (are) not large enough to fill the market order and all the older limit orders, the market order will be executed at the minimum price interval (i.e., the minimum price differential which may exist between two orders) ahead of the older limit orders.
(C) When a certain prescribed percentage of the marketmakers currently providing quotes in the class (the percentage to be set by the appropriate SBT Trading Committee) (e.g., 50%) have responded to the RFQ with legal width markets or when the RFQ period expires and there is at least one quote response, the System will execute the market order against orders in the SBT Book. A response will count toward the percentage requirement even if the quotes are traded against orders in the book before all orders that constitute the percentage requirement have been received. If there is volume remaining in the market order, the System will hold the order in queue and repeat the RFQ cycle again. The System will also send a notice to the originator of the order status and give him the option to cancel the order. (4) When a market order can be executed under the conditions cited in subparagraphs (3)(A) through (C) above and there is one or more market orders on the opposite side, the System will cross the market orders at a price as determined as follows:
(A) At the middle of the best bidoffer in the Book if the middle price is a legal price; or
(B) If the middle price is not a legal price, at the next legal price from the middle that is closer to the last trade price of the series.
(C) For purposes of this subparagraph (a)(4), ``legal price'' means a price that may be entered on the SBT System.
(b) If the RFQ period expires and there is no RFQ response, the System will continue to hold the market order, repeat the RFQ cycle, send a notice to the originator of the order, and send an
[[Page 31009]]
alert message to the Help Desk so that the Help Desk may solicit quotes from the marketmakers. The Help Desk may require a response from the MarketMakers.
(c) If a market order for a certain series becomes subject to an RFQ as described in paragraph (a) above, then subsequent market orders for the same series and side are queued to ensure that these incoming market orders are processed in time sequence. Market orders for the same series but opposite side would be processed normally. Other orders that are not market orders would be routed to the SBT Book. (d) Trading Halts. When trading is halted in the series while a market order is on hold waiting for RFQ responses, the SBT System will do the following: If the market order is a GTC order, the System will hold and execute it at the next opening, in the same day or the next day. If it is a day order, the System executes it at reopening if trading resumes for the same day. If trading does not resume, the System purges it as part of the endofday procedure for purging day orders.
* * * * *
Processing of Limit Orders

Rule 43.8

Until the System is enabled to provide price protection as set forth in Rule 43.8A, after the opening, upon being entered into the SBT System, limit orders will be matched against the best prices available in the SBT Book under the priority rules set forth in Rule 43.1. If there are no orders in the SBT Book that match the limit order when it is entered, the limit order will be held and displayed in the SBT Book and may be traded against later submitted orders.
* * * * *
Price Protection of Limit Orders
Rule 43.8A
(a) When the System is so enabled, and to the extent that the appropriate SBT Trading Committee has determined to apply the protection to the particular options class, the System will protect a limit order by automatically executing it against the best bid/ask only if one or both of the following conditions is met:
(1) A legal width market exists for that series; or
(2) The limit price on the order is between the bid of the series with the same expiration month and one strike price lower and the offer of the series with the same expiration month and one strike price higher and a legal width market exists for both of these series. (b) If a limit order can execute against the best bid/ask and neither of the conditions set forth in paragraph (a)(1) or (a)(2) is met, the System puts the order in queue and sends an RFQ. The RFQ will include the order quantity but not whether the order is a buy or sell. Quote responses are exposed in the SBT Book as they are received. The SBT Trader whose link to the SBT System is through the API and who has submitted the limit order may override the RFQ and determine to enter the limit order into the SBT Book.
(c) If the limit order's price prevents it from matching with the best bid/ask, the System will place the order in the Book in its appropriate priority position.
(d) If the submitting SBT Trader does not override the RFQ pursuant to paragraph (b), the System will execute the limit order after one of the following conditions becomes true:
(1) During the RFQ response time, if the best quote width becomes a certain prescribed percentage (e.g., 75%)as set by the appropriate SBT Trading Committeeof a legal width market, the System shall execute the limit order against the quote and any other eligible Booked order. If there is volume remaining in the limit order, the System will hold the limit order in the SBT Book and send a notice to the originator about the order status.
(2) If an incoming market or limit order is received (independent of the RFQ responses) on the opposite side that would match the original limit order and if a legal width market exists for the series, then the System will match the limit order with the best bid/ask. If there is volume remaining in the limit order, the System will hold the limit order in the SBT Book.
(3) When a certain prescribed percentage of the SBT MarketMakers currently providing quotes in that class (the percentage to be set by the appropriate SBT Trading Committee), have responded to the RFQ or when the RFQ period expires and there is at least one quote response, the System will execute the limit order against the SBT Book. If there is volume remaining in the limit order, the System will hold it in the SBT Book. The System will also send a notice to the originator of the order status and give him the option to cancel the order.
(e) If a limit order for a certain series is queued, subsequent limit orders for the same series and side are queued behind the first one to ensure that they are processed in time sequence. Market orders for the same series and side also will be queued. If a legal width market remains upon completion of the limit order processing the market order will be executed against orders resting in the Book. If there is not a legal width market, market order processing will begin in accordance with Rule 43.7.
* * * * *
Processing of Contingency Orders

Rule 43.9

Contingency orders will be handled by the SBT System as described below. As described in Rule 43.2, for purposes of determining priority, a contingency order that is entered before a limit order with no contingency at the same price and for the same series will nonetheless be treated as if it were entered after the limit order. The SBT System will notify the originator of the order if the contingency order expires or is canceled. Contingency orders except Immediate or Cancel orders will not be disseminated as part of the best bid/ask to OPRA. The SBT System may disseminate to certain SBT Traders a contingency count that includes All or None, Fill or Kill, and Minimum Volume order information. The following contingency orders will be handled by the SBT System as described below once the SBT System is so enabled to handle such contingency orders.
(a) Opening Only Order. The order will be executed during the Opening State if there are orders to execute it against. The order or any unexecuted portion will expire after the opening trade or after the opening quote is disseminated.
(b) All or None Order. An all or none (``AON'') order will only be executed if it can be executed in its entirety. The order will remain in the Book until filled or canceled.
(c) Fill or Kill Order. A fill or kill (``FOK'') order has a time contingency and must be fully filled within a period of time, or the System automatically cancels the order. The SBT System will attempt to execute the full quantity of the FOK order upon receipt. If the FOK order is at the best price, and there is a legal width market, and it cannot be filled fully, the System will indicate its presence to certain SBT Traders by disseminating its quantity for the Time Contingency Period (e.g., five seconds) as determined by the appropriate SBT Trading Committee. If the FOK order does not equal or better the market, e.g., if it is a buy order lower than the best bid or a sell order higher than the best offer, the System will reject the order.
(d) Immediate or Cancel Order. An Immediate or Cancel (``IOC'') order has a time contingency and must be filled fully or partially within a period of time, or the System automatically cancels the remainder. If the IOC order is at the best price, and there is a legal [[Page 31010]]
width market, and it cannot be filled fully, the System will indicate its presence to certain SBT Traders by disseminating its quantity for the Time Contingency Period as determined by the appropriate SBT Trading Committee. If the IOC order does not equal or better the market, e.g., if it is a buy order lower than the best bid or a sell order higher than the best offer, the System will reject the order. The SBT System will cancel the residual order volume after the Time Contingency Period, if the IOC order has not been executed completely. (e) Minimum Volume Order. A Minimum Volume (``MIN'') order may be accepted by the SBT System at any time. The MIN order has two quantities specified: the total quantity and the minimum acceptable quantity that can be filled. The fill must be at least equal to the minimum quantity specified. The SBT System will attempt to execute at least the minimum volume specified against orders in the Book. If the minimum volume is not executed, the order will remain in the Book. (f) Stop Order. A Stop order to buy becomes a market order when the product trades or is bid at or above the stop price. A Stop order to sell becomes a market order when the product trades or is offered at or below the stop price.
(g) Stop Limit Order. A Stop Limit order has two prices, the stop limit price and the limit price. A stoplimit order to buy becomes a limit order at the second price when the product trades or is bid at or above the stoplimit price (first price). A stoplimit order to sell becomes a limit order at the second price when the product trades or is offered at or below the stoplimit price (first price).
(h) Market On Close Order. A Market on Close (``MOC'') order may be received at any time up to some period of time before the closing period (e.g., four minutes before the close) and is executable only during a predefined period of time prior to the close (e.g., two minutes prior to the close). When an MOC order is present, the System will send an RFQ for it at a predefined time before the close; the time before the close to be determined by the appropriate SBT Trading Committee. The order is canceled after closing if it is not filled. * * * * *
Processing of Spread Orders
Rule 43.10
(a) When the System is so enabled, the System will support the following types of spread orders (``Spread Orders''): (1) twolegged spreads where the ratio is 1:1 and 1:2; (2) threelegged spreads where the ratio is 1:1:1 or 1:2:1; (3) fourlegged spreads where the ratio is 1:1:1:1; and (4) any spread type approved by the appropriate SBT Trading Committee.
(b) The System will treat each spread order as a unique product and will assign each a unique product name. Data about the resulting spread product will be disseminated at the point of creation to all SBT Traders. The System will maintain a Book for every unique spread, with bids and offers for individual spread packages. The System will keep track of and disseminate the best bid and offer for every unique spread.
(c) An SBT Trader submitting a spread order may change the net price, the multiplier or the quantity of the spread, the time in force, and any contingency.
(1) An increase in the multiplier or quantity changes the order's priority;
(2) A decrease in the multiplier or quantity does not change its priority position;
(d) A spread order may trade only if all of its legs have legal width markets and if only one leg trades at a price ahead of orders in the Book at the same price.
(e) When the spread is traded, the System will do the following: (1) Disseminate to the order source the fill report for the spread, but not the individual legs;
(2) Disseminate to the designated back office the fill reports for the individual legs; and
(3) Disseminate the last sale reports to OPRA (or any other securities information processor that is being employed by the Exchange) for the individual legs, with some indication that the last sale is part of a spread trade.
* * * * *
Processing of Requests for Quotes
Rule 43.11
(a) Submission of RFQs.
(1) Any SBT Trader may initiate a Request for Quote (RFQ) for a series. The SBT Trader may specify a size at his option. The System will send the RFQ to the Market Makers who are currently providing quotes in that class.
(2) The SBT System will also automatically send an RFQ when the SBT System receives a market order and the current market width is wider than the Exchange prescribed width as set forth in Rule 44.4. (b) Response to RFQs. RFQs may be submitted by an SBT Trader or an RFQ may be initiated by the System as otherwise described in the Rules. In either event, the RFQ has an expiration period for the MarketMakers to respond to the RFQ. MarketMakers must respond to RFQs in accordance with their obligations set forth in Rule 44.4(b).
(c) Processing of RFQ Responses. RFQ responses (quotes) are submitted to the Book and exposed as they arrive.
* * * * *
Crossing Trades
Rule 43.12
(a) Crossing Mechanism. Once the System is so enabled to provide for it, the Crossing Mechanism is a process by which an SBT Broker can facilitate orders or cross two orders.
(1) An SBT Broker must submit to the System an RFQ designating a size equal to the quantity to be crossed.
(2) SBT Traders will have an RFQ response period for a length of time established by the SBT Trading Committee in order to enter orders or quotes that improve upon the market.
(3) Within a time period after the RFQ was sent, with such time period to be established by the SBT Trading Committee, the terms of the cross transaction have to be entered. The required terms include the terms of the original order and the proposed facilitation order (or two original orders), a proposed crossing price, the quantity of the original order which the SBT Broker is willing to facilitate (in the case of a facilitation cross), and an indication of which order is to be exposed to the market (in the case of cross of two original orders). The customer order will be the exposed order in a facilitation cross. (4) The following two conditions must be satisfied at the time the cross transaction is entered or the System will reject the cross transaction: (A) a legal width market must exist for the particular series to be crossed and (B) the proposed cross price must be between the best bid and offer displayed by the System.
(5) After accepting the cross transaction, the System will immediately cross the two orders for the guaranteed crossing percentage (which is established at 40%) of the overall crossing quantity. The System exposes the remaining volume of the designated order in the book for a crossing period of twenty seconds. The order's price and the remaining quantity are disclosed but there is no indication that the order is part of an impending cross. The System places the opposite order on hold as a shadow order that is not visible except to the submitter.
[[Page 31011]]
(6) As long as the exposed order is the highest priority order at the best price, other SBT Traders can trade against the exposed order during the crossing period. If the exposed order is fully filled by other traders, the System cancels the remaining quantity of the shadow order and sends the SBT Broker a message that the crossing transaction is completed.
(7) At the end of the crossing period (if the order has not yet been fully traded), if the exposed order is at the best price and has the highest priority, then the System fills the remainder of the order against the shadow order. The System cancels the remainder of the shadow order and sends the crossing firm a message that the crossing transaction is completed. If the exposed order has quantity remaining and it is not the highest priority order at the market, then the System automatically cancels the remainder of the exposed order and the shadow order and sends the SBT Broker a message that the crossing transaction is completed.
(b) Rule 43.12A will apply until the System is so enabled to provide for this Crossing Mechanism.
* * * * *
Interim Crossing Procedure
Rule 43.12A
(a) An SBT Broker who wishes to cross two original orders or to facilitate an original order must first send an RFQ with the size of the orders to be crossed. The RFQ response period will be established by the appropriate SBT Trading Committee and shall initially be set at thirty seconds.
(b) At the end of this RFQ response period and within twenty seconds or some other period of time established by the appropriate SBT Trading Committee, the SBT Broker must expose one of the orders to the Book.
(c) If the exposed order ha

SUMMARY:

Securities and Exchange Commission,

DOCUMENT BODY 2:

April 25, 2002.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b4 thereunder,\2\ notice is hereby given that on November 9, 2000, the Chicago Board Options Exchange, Incorporated (``CBOE'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. CBOE submitted Amendment Nos. 1, 2, and 3 to the proposal on October 29, 2001; April 2, 2002; and April 19, 2002, respectively.\3\ The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons.
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b4.
\3\ See letters from Angelo Evangelou, Legal Division, CBOE, to Nancy Sanow, Division of Market Regulation (``Division''), Commission, dated October 25, 2001 (``Amendment No. 1''); April 1, 2002 (``Amendment No. 2''); and April 18, 2002 (``Amendment No. 3''). In Amendment No. 1, CBOE substantially revised the proposed rule change; the proposed rule text and description of the proposal submitted as part of Amendment No. 1 supercedes those provisions of the original submission. In Amendment No. 2, CBOE substantially revised its proposed trade nullification rule for CBOEdirect. In Amendment No. 3, CBOE further modified the proposed trade
nullification rule.
I. SelfRegulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

CBOE proposes to adopt rules governing its screenbased trading system, known as CBOEdirect, which will initially be used to trade options only when the open outcry option market is not open. The text of the proposed rule change, as amended, is set forth below. All of the text below would be new CBOE rules; this proposal would not amend or delete any existing CBOE rule.
* * * * *
Chapter XL

Introduction

The rules in Chapters XL (40) through XLIX (49) are applicable only to trading on the Exchange's screen based trading system. Trading of securities on the screen based trading system shall also be subject to the rules in Chapters I through XXVII to the same extent such rules apply to the trading of the products to which those rules apply, in some cases supplemented by the rules in Chapters 40 through 49, except for rules that have been replaced by rule in Chapters 40 through 49 and except where the context otherwise requires. Whenever a rule in Chapters 40 through 49 supplements or, for purposes of trading on the screen based trading system replaces such rules in Chapters I through XXVII, that fact is indicated following the rule in these Chapters 40 through 49. Appendix A to the screen based trading rules lists the rules in Chapters I (1) through XXVII (27) that are applicable to the trading on the screen based trading system. Where appropriate, Appendix A also indicates that a rule in Chapter 1 through 27 has been supplemented by a rule in these screen based trading rules. All references in the rules in Chapters 1 through 27 to the Exchange shall mean SBT System also unless the context dictates otherwise. * * * * *
Definitions
Rule 40.1
(a) For purposes of the rules governing the use of the Exchange's Screen Based Trading System, any term defined in Article I of the Constitution or in Rule 1.1 and not otherwise defined in Chapters 40 through 49 shall have the meaning assigned to such term in either Article I or in Rule 1.1.
SBT System
(b) ``Screen Based Trading System'' or ``SBT System'' means the electronic system administered by the Exchange which performs the functions set out in Exchange rules including controlling, monitoring, and recording trading by members through SBT workstations and trading between members.
Application Program Interface
(c) ``Application Program Interface'' or ``API'' means the computer program that allows Traders on their own computers or on CBOE or third party vendorsupplied workstations to interface with the SBT System. SBT Book
(d) ``SBT Book'' means all unexecuted orders, other than spread orders, currently held by the SBT System.
SBT Spread Book
(e) ``SBT Spread Book'' means all unexecuted spread orders, currently held by the SBT System.
SBT Workstation
(f) ``SBT workstation'' means a computer connected to the SBT System for the purposes of trading pursuant to the rules in these Chapters 40 through 49.
Trading Official
(g) ``Trading Official'' means an Exchange employee or member who is granted certain duties under these Rules to take actions affecting either the operation of the SBT System or to take actions affecting the responsibilities of SBT Traders.
SBT Trader
(h) ``SBT Trader'' means an individual member who or member organization which has the right to trade on the SBT System. Market Turner
(i) ``Market Turner'' means an SBT Trader who was the first to enter an order (quote) at a better price than the previous best book price and the order (quote) is continuously in the market until the particular order trades. There may be a Market Turner for each price at which a particular order trades.
Legal Width Market
(j) ``Legal Width Market'' means a bid and offer for a prescribed size or greater that is at or within the prescribed width as set forth in Rule 44.4. While a legal width market is equivalent to the ``maximum quote width'' in width, Rule 44.4 requires that an SBT marketmaker enter both the bid and offer to receive credit for the quote. A legal width market can be established by a bid and offer that are entered by two different SBT Traders.
Extended Trading Hour Session
(k) ``Extended Trading Hour Session'' or ``ETH Session'' is any period of time during which the SBT System is open for trading other than the regular trading hour session for those products traded during the ETH session.
* * * * *
Application of Other Rules
Rule 40.2
(a) To the extent the rules in Chapters I through XXXI are applicable to trading on the SBT System (as indicated by the context or by Appendix A to these Chapters XL through XLIX), the terms used in Chapters I through XXXI should
[[Page 31003]]
be read to have the following meanings where appropriate:
(1) ``Floor'' should be read to mean SBT System.
(2) ``Floor Official'' should be read to mean Trading Official. (3) ``Appropriate Floor Procedure Committee'' should be read to mean ``appropriate SBT Trading Committee.''
(4) ``Floor Broker'' should be read to mean ``SBT Broker.'' (5) ``MarketMaker'' should be read to mean ``SBT MarketMaker.'' (6) ``DPM'' should be read to mean ``SBT DPM.''
(b) References in rules to ``the Exchange'' should be read to include the SBT System where appropriate.
* * * * *
Chapter XLI
Market Participants, Market Access and Securities Dealt In
* * * * *
Market Participants
Rule 41.1
(a) The SBT Traders in the SBT System shall be:
(1) SBT MarketMakersmembers who are either SBT Standard Market Makers, SBT Lead MarketMakers or SBT Designated Primary MarketMakers; (2) SBT Standard MarketMakersmembers who have agreed to fulfill certain market making obligations thus qualifying for defined benefits; (3) SBT Lead MarketMakersSBT Standard Market Makers who have a higher level of marketmaker obligations and a greater level of benefits for those classes in which they act as SBT Lead MarketMakers. SBT Lead MarketMakers generally act in such capacity on a rotating basis;
(4) SBT Designated Primary MarketMakersmembers who are qualified and obligated to fulfill a higher level of marketmaker obligations than SBT Standard MarketMakers thus qualifying for a greater level of defined benefits;
(5) SBT Brokersmembers who enter orders as agents for accounts other than accounts of SBT MarketMakers;
(6) Proprietary Tradersmembers who enter orders as principal for nonmarketmaker proprietary accounts;
(b) Other users of the SBT System are:
(1) Clearing Firm Usersmembers who monitor and regulate the activities of traders trading through the clearing firm;
(2) SBT System Operators/AdministratorsExchange employees who support the operation of the system.
* * * * *
Registration of Membership

Rule 41.2

Any Exchange member who chooses to participate on the SBT System must apply with the Membership Committee to act as an SBT MarketMaker, SBT Broker, or Proprietary Trader. The Membership Committee shall be responsible for approving applications of Exchange members as an SBT MarketMaker, SBT Broker, or Proprietary Trader for the SBT System. * * * * *
Communication Access

Rule 41.3

The connection point for any SBT workstation must be in the United States except as otherwise provided for by the Board. The Exchange may limit the locations of any SBT workstations to specified locations or cities if necessary to ensure the operational integrity of the System. * * * * *
Replacement Traders
Rule 41.4
(a) If the SBT System is so enabled to recognize Replacement Traders, Individual SBT MarketMakers may nominate a Replacement Trader that must be qualified and registered with the Exchange as such. The Membership Committee shall be responsible for qualifying and approving Replacement Traders. Replacement Traders for a nominee of a member firm must be nominees of the same firm or must have their memberships registered for the same firm.
(b) When an SBT MarketMaker logs off the SBT System, he may first choose to transfer his position to a Replacement Trader. Any quotes transferred in that manner will retain their priority.
* * * * *
Chapter XLII
Trading Day and States of Operation
* * * * *
Days and Hours of Business

Rule 42.1

The days and hours of business shall be determined in accordance with the applicable rules for the type of product; e.g., equity optionsRule 6.1, index optionsRule 24.6, etc. The Board of Directors may determine to approve hours of trading and days of operation for categories of products traded on the SBT System that are different than those approved for trading on the Exchange's open outcry system on the Exchange floor.
* * * * *
States of Operation
Rule 42.2
(a) PreOpening. Preopening is some predetermined period of time (as described in Rule 42.3), as determined by the Exchange, prior to the opening during which the SBT System will accept orders and quotes, but during which no trading will take place.
(b) Opening. During the Opening State, the System will accept orders and quotes for some period of time (as described in Rule 42.3) as determined by the Exchange. At the end of that period of time, quotes and orders will be accepted for some period of time (but will not be included in the opening trade). During this time, the length of which is determined by the Exchange, opening prices are established. At the end of the Opening State, the System will complete the opening trades, if any, and then change the state of the class to Trading. (c) Trading. During Trading, the series will trade freely and orders and quotes will be accepted.
(d) Trading Halts. During Trading Halts as declared in accordance with Rule 43.4(b), orders are accepted by the System. The class will have to go through the preopening and opening procedures before it reverts to the state of Trading.
(e) Closed. The System changes the state to Closed at a predetermined time dependent on the closing time of the underlying security. Trading is stopped but the System continues to accept certain types of orders to allow SBT Traders to maintain their orders. At some designated time the System stops accepting orders and performs endof day procedures as described in Rule 42.4.
* * * * *
Opening and Closing Rotation Procedures
Rule 42.3
(a) For some period of time before the opening (as determined by the Exchange) in the underlying security, the SBT System will accept orders and quotes. Spread orders and contingency orders (except ``opening only'' orders) do not participate in the opening. The SBT System will disseminate information about resting orders in the SBT Book that remain from the prior business day and any orders sent in before the opening. After the primary market for the underlying security disseminates the opening trade or the
[[Page 31004]]
opening quote for the underlying security, the SBT System sends a notice to SBT MarketMakers with an appointment in that class of options who may then submit their opening quotes. If there is an SBT Designated Primary MarketMaker (``SBT DPM'') or an SBT Lead Market Maker (``SBT LMM'') in the particular option class, the SBT DPM or SBT LMM must enter opening quotes. Standard SBT MarketMakers may but are not required to enter an opening quote unless required by the procedure described in paragraph (b) below. The SBT System will begin the Opening Procedure at a randomly selected time within a number of seconds after the receipt of the underlying security's opening price. In the case of trading during an ETH session, the System may open the class without having received the underlying security's opening price. Spread orders and contingency orders do not participate in the opening trade or in the determination of the opening price.
(b)(1) For series that have no SBT MarketMakers with appointments logged on to the System and no SBT MarketMakers without appointments providing preopening quotes, the System will issue an alert message to the Help Desk at a prescribed time before the open. The Help Desk may contact SBT MarketMakers with an appointment to request that the MarketMakers log on and prepare to quote any series in the class. If a sufficient number of SBT MarketMakers can not be encouraged to log on, then the Help Desk may have the Opening Notice sent to some or all other SBT MarketMakers logged on to the System. A Special Request for Quote, which may be sent to the SBT MarketMakers with an appointment, is an RFQ that will require a response.
(2) For series where SBT MarketMakers have logged on but have not responded to the Opening Notice, and where no nonappointed SBT Market Makers have provided preopening quotes, the System will send an alert message to the Help Desk and a Special RFQ to those SBT MarketMakers with an appointment.
(c) From some time after the Opening Notice is sent, the SBT System will calculate and provide the Expected Opening Price (``EOP'') given the current resting orders during an EOP Period. The EOP Period shall be a time established by the appropriate SBT Trading Committee and shall be no less than five seconds and no more than one minute. The EOP is that price at which the greatest number of orders in the SBT Book would be traded. The EOP will be recalculated and disseminated every few seconds. During this time after the Opening Notice is sent, quotes and orders may be submitted without restriction. An EOP can only be calculated if an opening trade is possible. An opening trade is possible if: (i) the SBT Book is crossed (highest bid is higher than the lowest offer), locked (highest bid equals lowest offer), or there are market orders in the SBT Book, and (ii) at least one quote is present that is at or within the legal width market and of the prescribed minimum size as set forth in Rule 44.4.
(d) After the EOP Period, the System will enter a Lock Interval during which quotes and orders may be submitted but they are not included in the opening trade. The Lock Interval shall be a period of time not to exceed four seconds. The SBT System will establish the opening price at this time during its Opening Procedure. The System will process the series of a class in a random order. The opening price of a series is the ``marketclearing'' price which will leave bids and offers which cannot trade with each other. In determining the priority of orders to be filled, the SBT System will give priority to market orders first, then to limit orders whose price is better than the opening price and entered before the Lock Interval, and then to resting orders at the opening price and entered before the Lock Interval. One or more series of a class may not open because of conditions cited in paragraph (f) of this Rule. Orders entered during the Lock Interval will be eligible to be traded (according to the time priority in which they were entered) after the System enters the Trading State. (e) As the opening price is determined by series, the System will change the product state of the series to Trading, and disseminate to OPRA and to the SBT participants the opening quote and the opening trade price, if any. Quotes and orders entered during the Lock Interval will then be submitted to the SBT Book in the order of their arrival. (f) The System will not open a series if one of the following conditions is met:
(1) There is no quote from any SBT MarketMaker that provides a legal width market;
(2) The opening price is not within an acceptable range (as determined by the appropriate SBT Trading Committee) compared to the highest quote offer and the lowest quote bid (e.g., the upper boundary of the acceptable range may be 125% of the highest quote offer and the lower boundary may be 75% of the lowest quote bid); or
(3) The opening trade would leave a market order imbalance (i.e., there are more market orders to buy or to sell for the particular series than can be satisfied by the limit orders and the market orders on the opposite side).
(g) If one of the conditions in paragraph (f) of this Rule is met, the System will not open the series but will send a Request for Quote (``RFQ'') with no size, except when the condition in (f)(3) is met. In this case, the RFQ will include a size equal to the market order imbalance and the direction (buy or sell) of the imbalance. At the end of the RFQ period, the System will put the series into Opening Rotation. The System will repeat this process until the series is open. (h) Two Trading Officials may deviate from the standard manner of the opening procedure, including delaying the opening in any option class, when they believe it is necessary in the interests of a fair and orderly market.
(i) The procedure described in this Rule may be used to reopen a class after a trading halt.
(j) Closing Rotation Procedure. The procedure described in this Rule may be employed after the end of the normal close of any trading session whenever the Exchange concludes that such action is appropriate in the interests of a fair and orderly market. The factors that may be considered in holding a closing rotation procedure include, but are not limited to, whether there has been a recent opening or reopening of trading in the underlying security, a declaration of a fast market, or a need for a closing procedure in connection with expiring individual stock options, an end of the year procedure, or the restart of a procedure which is already in progress. The decision to employ a closing rotation procedure in nonexpiring options shall be disseminated prior to the commencement of such procedure.
* * * * *
End of Day/Session Process

Rule 42.4

The System will automatically delete expiring orders (i.e., day orders and session orders) and expiring GTC (Good'tilCanceled) orders after the close. If an option class is traded on both the SBT System during an Extended Trading Hours session and also on the Exchange during different trading hours then orders eligible to be traded in the next or a future session may be passed by the System from one book to the next appropriate book, e.g., orders may be passed from the SBT Book to the regular book or from the regular book to the SBT Book as appropriate.
* * * * *
[[Page 31005]]
Chapter XLIII
Trading Rules and Processing of Orders
* * * * *
Matching Algorithm/Priority
Rule 43.1
(a) Generally. The appropriate SBT Trading Committee will determine to apply, for each class of options, one of the following rules of trading priority. The Exchange will issue a Regulatory Circular periodically which will specify which priority rules will govern which classes of options any time the appropriate Committee changes the priority.
(1) PriceTime Priority. Under this method, resting orders in the book are prioritized according to price and time. If there are two or more orders at the best price then priority is afforded among these orders in the order in which they were received by the SBT System. (2) Combined PriceTime and Size Priority. Under this method, resting orders in the book are prioritized according to price. If there are two or more orders at the best price then trades are allocated proportionally according to size (in a pro rata fashion). The executable quantity is allocated to the nearest whole number, with fractions \1/2\ or greater rounded up and fractions less than \1/2\ rounded down. If there are two market participants that both are entitled to an additional \1/2\ contract and there is only one contract remaining to be distributed, the additional contract will be distributed to the market participant whose quote or order has time priority.
(b) Additional Priority Overlays. In addition to the base allocation methodologies set forth above, the appropriate SBT Trading Committee may determine to apply, on a classbyclass basis, any or all of the following designated market participant overlay priorities in a sequence determined by the appropriate SBT Trading Committee. The Exchange will issue a Regulatory Circular periodically which will specify which classes of options are subject to these additional priorities as well as any time the appropriate SBT Trading Committee changes these priorities.
(1) Public Customer. When this priority overlay is in effect and no other priority overlays are in effect, the highest bid and lowest offer shall have priority except that public customer orders shall have priority over nonpublic customer orders at the same price. If other priority overlays are also in effect, priority is established in the sequence designated by the appropriate SBT Trading Committee. In either case, if there are two or more public customer orders for the same options series at the same price, priority shall be afforded to such public customer orders in the sequence in which they are received by the System, even if the Combined PriceTime and Size Priority allocation method is the chosen allocation method.
(2) Market Turner. When this priority overlay is in effect and no other priority overlays are in effect, the Market Turner has priority at the highest bid or lowest offer that he established. If other priority overlays are also in effect, priority is established in the sequence designated by the appropriate SBT Trading Committee. In either case, the Market Turner priority at a given price remains with the order once it is earned. For example, if the market moves in the same direction as the direction in which the order from the Market Turner moved the market, and then the market moves back to the Market Turner's original price, then the Market Turner retains priority at the original price.
(3) Trade Participation Right. SBT Designated Primary MarketMakers or SBT Lead MarketMakers may be granted trade participation rights pursuant to the provisions of Chapter 44 that will provide for priority over nonpublic customer and/or customer orders up to the applicable participation right percentage designated pursuant to the provisions of Chapter 44. If other priority overlays are also in effect, priority is established in the sequence designated by the appropriate SBT Trading Committee. In allocating the participation right, all of the following shall apply:
(i) To be entitled to their participation right, a DPM's/LMM's order and/or quote must be at the best price.
(ii) A DPM/LMM may not be allocated a total quantity greater than the quantity that the DPM/LMM is quoting (including orders not part of quotes) at that price. Additionally, a DPM/LMM may not be allocated a total quantity that represents a greater percentage than the DPM's/ LMM's percentage of the total size at the best price before the participation right was applied.
(iii) If the trade participation right priority and the Market Turner priority are both in effect and the DPM/LMM is the Market Turner, the Market Turner priority will not be applicable.
(iv) In establishing the counterparties to a particular trade, the DPM's/LMM's participation right must first be counted against the DPM's/LMM's highest priority bids or offers.
(c) Contingency Orders. Regardless of the allocation method in place, contingency orders are placed last in priority order, regardless of when they were entered into the SBT System. A contingency order that was entered before a limit order for the same series at the same price will be treated as if it were entered after the limit order. If customer priority is afforded to a particular option class, customer contingency orders will have priority over nonpublic customer contingency orders but behind all other orders.
(d) Spread Orders. Spread orders will not be afforded priority according to this Rule 43.1 but will be handled as provided in Rule 43.10.
(e) Regenerated Quotes. Notwithstanding anything to the contrary in this Rule, if a MarketMaker has the SBT System regenerate his quote in accordance with Rule 44.5(b) after the MarketMaker's bid or offer has been filled, then that portion of the regenerated quote equal to the original size executed against that MarketMaker's bid or offer takes priority over all other orders at the regenerated price except public customer orders, if public customer priority is applicable to that class of options. The portion of the regenerated quote that is not executed will be placed in a priority position consistent with the time the quote was regenerated.
(f) Cancel/Replace Orders. Depending on how a quote or order is modified the quote or order may change priority position as follows: (1) If the price is changed, the changed side loses position and is placed in a priority position behind all orders of the same type (i.e., customer or noncustomer) at the same price.
(2) If one side's quantity is changed, the unchanged side retains its priority position.
(3) If the quantity of one side is decreased, that side retains its priority position.
(4) If the quantity of one side is increased, that side loses its priority position and is placed behind all orders of the same type at the same price.
(g) Priority of Market Orders and Limit Orders. As further described in the Rules governing the execution of market orders and limit orders, market orders generally have execution priority over limit orders. However, if there is not a legal width market available when a market order is entered, an RFQ will be sent for the market order. During the pendency of the RFQ process, a limit order may be executed ahead of the market order if an order is entered on the other side of the market which satisfies the order's limit before any of [[Page 31006]]
the conditions are satisfied that would allow the market order to trade.
* * * * *
Types of Orders Handled
Rule 43.2
(a) At the discretion of the appropriate SBT Trading Committee, and once the System is so enabled, any of the following types of orders may be accommodated on the SBT System:
(1) Market Order. A market order is an order to buy or sell a stated number of option contracts at the best price available in the market.
(2) Limit order. A limit order is an order to buy or sell a stated number of option contracts at a specified price, or better. (3) Cancel order. A cancel order is an order that cancels partially or fully an existing buy or sell order.
(4) Cancel Replace Order. A cancel replace order is an order to cancel fully an existing buy or sell order and replace it with a new order that has a different quantity or a different price.
(5) Day order. A day order is an order that remains in the SBT Book until it either trades or expires at the end of the day it was entered. The System may recognize different types of day orders as indicated in Rule 43.3.
(6) GoodforSession order. A GoodforSession order remains in either the SBT Book or the auction market book until it either trades or expires at the end of the SBT Trading session or the auction market session, as appropriate. (See interpretations to Rule 43.3). (7) Good'tilCanceled order. A Good'tilCanceled order remains in the SBT Book until either it trades, is withdrawn by the submitting trader or his firm, or the option expires. The System may recognize different types of Good'tilCanceled orders as indicated in Rule 43.3. (8) Spread order. A spread order is an order accommodated by the SBT System and as defined in the rule governing the execution of spread orders.
(9) Contingency order. A contingency order is a limit or market order to buy or sell that is contingent upon a condition being satisfied while the order is held in the Book for execution. (A) Opening Only. An Opening Only order may be a market order or a limit order that may be accepted when the System is in the PreOpening, Trading Halt, and Closed States. An opening only order either will be executed on the opening or canceled.
(B) All or None. An all or none order is an order which is to be executed in its entirety at its limit price.
(C) FillorKill Order. A fillorkill order is an order which is to be executed in its entirety within a short period of time after its receipt. If the order is not so executed, it is canceled.
(D) ImmediateorCancel Order. An immediateorcancel order is a market or limit order which is to be executed in whole or in part within a short period of time after it is received by the SBT System. Any portion not so executed is to be treated as canceled.
(E) Minimum Volume Order. A minimum volume order is an order where the fill should at least equal the minimum volume specified, which is an amount less than the total volume of the order.
(F) Stop (stoploss) Order. A stop order is an order to buy or sell when the market for a particular option contract reaches a specified price. A stop order to buy becomes a market order when the option contract trades or is bid at or above the stop price. A stop order to sell becomes a market order when the option contract trades or is offered at or below the stop price.
(G) Stoplimit Order. A stoplimit order is an order to buy or sell when the market for a particular option contract reaches a specified price. A stoplimit order to buy becomes a limit order when the option contract trades or is bid at or above the stoplimit price. A stop limit order to sell becomes a limit order when the option contract trades or is offered at or below the stoplimit price.
(H) Marketonclose Order. A marketonclose order is a market or limit order that is to be executed during some defined period of time prior to the close and should be filled at or near to the Closing price for the particular series of option.
(10) Any other order type that the Exchange decides to permit to be entered on the SBT System.
(b) The appropriate SBT Trading Committee may determine to provide for only certain of these order types to be available during an extended trading hour session, even if these order types are available during regular trading hours. For example, the appropriate SBT Trading Committee may determine not to allow for the entry of market orders during an extended trading hour session.
* * * * *
Order Types Accepted at Various Product States
Rule 43.3
(a) The appropriate SBT Trading Committee shall determine which order types may be accepted at various product states and session states.
(b) Once the System is enabled to receive such categories of day and good 'til canceled (``GTC'') orders, customers may specify that their day orders or GTC orders are to be transferred between one trading session and the next and may determine to have the orders represented only during ETH sessions or only during auction market sessions or both. The customer may specify his preferences for the representation of his order by using codes published by the Exchange for that purpose.
* * * Interpretations and Policies:
.01 The Exchange will provide for the following ``time in force'' codes for orders entered over the Exchange's interface: (1) DAAthis indicates the order is to be represented only in the AM ETH session; (2) DAYthis indicates the order is to be represented only during the current Regular Trading Hour (``RTH'') session; and (3) GTCthis indicates the order is to be represented in all RTH sessions until it is traded, canceled or expired.
.02 Once the System is so enabled to recognize such codes, the Exchange will provide for the following for orders entered over the Exchange's interface: (1) DAPthis indicates the order is to be represented only in the PM ETH session; (2) DAXthis indicates the order is to be represented during all sessions during the current trading day; and (3) GTXthis indicates the order is to be represented during all sessions until it is traded, canceled, or expired. * * * * *
Unusual Market Conditions
Rule 43.4
(a) Fast Markets. A fast market may be declared by (A) the SBT System automatically or (B) by two Trading Officials whenever in the judgment of those Trading Officials, due to an influx of orders or other conditions or circumstances, the interest of maintaining a fair and orderly market so requires. A ``fast market'' may be declared in one or more option classes or for the SBT System in its entirety. Once a fast market has been declared either by the SBT System or by Trading Officials, a systemwide notification message will be sent. When Trading Officials declares a fast market or when the SBT System declares a fast market, two Trading Officials may take any action the Trading Officials deem necessary to maintain a fair and orderly market including changing the bidask width requirement as set forth in Rule 44.4.
(1) SBT System Declaration. The SBT System may declare a fast market for a class or classes when the System has lost an underlying security feed, e.g., SIAC or Nasdaq feed. Regular trading
[[Page 31007]]
conditions may be resumed when the underlying security feed has been restored or whenever a Trading Official believes that such action is warranted.
(2) Trading Official Declaration. In declaring a fast market, among the conditions which the Trading Officials may consider are loss of an underlying security feed, impending news, increases in trading volume that has the capability to interfere with the operation of the System, increase in volatility that has the capability to interfere with the operation of the System, and for any other reason to maintain a fair and orderly market. Regular trading conditions may be resumed whenever two Trading Officials believe that such action is warranted. (b) Trading Halts. A trading halt may be declared (A) automatically by the SBT System or (B) by two Trading Officials whenever the conditions, in the Trading Officials' judgment, can not be managed by means available through the operation of paragraph (a) of this Rule. (1) SBT System Declaration. With respect to stock options, the SBT System may declare a trading halt, when a trading halt has been declared for the underlying security in the primary market. When the SBT System is operated during Extended Trading Hours, there may not be a primary market trading the underlying security. In such cases, the SBT System may or may not declare a trading halt if the underlying security has been halted on one or more of the markets trading the underlying security. The appropriate SBT Trading Committee will determine in advance from time to time whether to have the system automatically halt trading on the options if the trading in the underlying has been halted in a market trading the underlying during an ETH session.
(2) Trading Official Declaration.
(A) With respect to options on equity securities, two Trading Officials may declare a trading halt for any of the following reasons: (i) There was no last sale and/or quotation dissemination by the Exchange or by OPRA;
(ii) The primary market halts trading in one or more stocks for regulatory reasons;
(iii) The primary market halts trading in one or more stocks for nonregulatory reasons;
(iv) The primary market halts trading floorwide;
(v) The primary market is open but is unable to disseminate last sale or quotation information;
(vi) Dissemination of news after or near to the close of trading in the primary market;
(vii) Opening of the underlying security has been delayed because of unusual circumstances;
(viii) Loss of the underlying security feed, e.g., SIAC or NASDAQ feed;
(ix) SBT System or CBOE systems failure;
(x) Opening has not been completed or other factors affect the status of the opening;
(xi) Other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present.
(B) With respect to index options, two Trading Officials may declare a trading halt for any of the following reasons:
(i) Activation of price limits on future exchanges;
(ii) One or some of the stocks underlying the index is/are not trading;
(iii) The current calculation of the index derived from the current market prices of the stocks is not available;
(iv) The opening has not been completed or other factors affect the status of the opening;
(v) Other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present.
(C) With respect to any class of products not specified above, two Trading Officials may declare a trading halt for any unusual conditions or circumstances that the Trading Officials deem to be detrimental to the maintenance of a fair and orderly market.
(3) Resumption of Trading. Whenever trading has been halted, whether by the system or by the action of Trading Officials, trading may be resumed whenever two Trading Officials determine that a fair and orderly market may be maintained.
* * * * *
Trade Nullification Procedures
Rule 43.5
(a) Negotiated Trade Nullification. A trade on the SBT System may be nullified if the parties to the trade agree to the nullification. Negotiation may be conducted through the SBT System's messaging facility that would allow a trade party to exchange messages with his contraparties in a particular trade. The SBT System will preserve the anonymity of the parties although a party may voluntarily disclose his identity to the other parties. When all parties to a trade have agreed to a trade nullification, one party must contact the Help Desk which will confirm the agreement and perform the following procedure: (1) Nullify the trade in the matched trade system;
(2) notify all parties involved;
(3) disseminate cancellation information in prescribed OPRA format; and
(4) reestablish order(s) and their respective priorities in the SBT Book on a best efforts basis.
(b) Mandated Trade Nullification. An SBT Trader may have a trade nullified by two Trading Officials if: (i) a documented request is made within five minutes of execution or, if the request is on behalf of a public customer order, within fifteen minutes of execution; and (ii) the trade resulted from: (A) a disruption or malfunction of an Exchange execution, dissemination, or communication system; (B) an erroneous print disseminated by the underlying market which is later cancelled or corrected by that underlying market; or (C) an erroneous quote in the Primary Market (as defined in Rule 1.1) for the underlying security as defined below.

For purposes of this Rule, an erroneous quote in the Primary Market for an underlying security is a quote that has a width of at least $1.00 and has a width at least five times greater than the average quote width for such underlying security during the time period encompassing two minutes before and after the dissemination of such quote. The average quote width shall be determined by adding the quote widths of each separate quote during the four minute time period referenced above (excluding the quote in question) and dividing by the number of quotes during such time period (excluding the quote in question).

Upon the nullification of a trade, the Help Desk will perform the following procedure:
(1) Notify all parties involved;
(2) disseminate cancellation information in prescribed OPRA format; and
(3) reestablish order(s) and their respective priorities in the SBT Book on a best efforts basis.

Nothing in this Rule should be construed to prohibit the contra party of the trade (i.e., that party who traded against the party that initiated the nullification) to seek to recover any loss incurred due to a change in the price in the underlying during the period from the trade to a reasonable amount of time (for unwinding the transaction) after the nullification notification. The recovery of any loss may be sought by any legal means including arbitration.
[[Page 31008]]
(c) Reinstatement of Orders in a Nullified Trade. All orders that were executed in a nullified trade will be reinstated along with their original entry time and price except for the following:
(1) An order of a party requesting a nullification;
(2) a market order;
(3) an order that was originally one side of a quote;
(4) a contingency order; and
(5) an order of a party who does not want the order to be reinstated.

A reinstated order is treated like any incoming order except it retains its original order entry time. If the reinstated order is the first in time priority, the order will receive market turner priority. If there is a market turner order at the same price level with lower time priority, that other order loses its market turner priority. (d) Spread Orders. If so enabled, the System will provide for the possibility of nullifying trades of spread orders.
* * * * *
Order Entry and Maintenance
Rule 43.6
(a) Spread Order Entry. Once the SBT System is so enabled, Traders will have the ability to enter spread orders whose legs are options of the same underlying security.
(b) Order Maintenance. A Trader may display the status of his working or active orders (submitted to the SBT Book and SBT Spread Book, if applicable). A Trader may keep orders in the System that are inactive and may activate them when desired. A Trader may update (cancel/replace) the order; cancel the order or a group of orders; or activate or inactivate an order or a group of orders. When a Trader logs off the SBT System his orders will remain on the SBT Book or SBT Spread Book, if applicable.
(c) Limitations on Orders. Order providers (SBT Brokers and Proprietary Traders) will be prohibited from entering limit orders in the same options series, for the accounts or accounts of the same or related beneficial owners, in such a manner that the Order Provider or the beneficial owner(s) effectively is operating as a MarketMaker by holding itself out as willing to buy and sell options contracts on a regular or continuous basis. In determining whether an Order Provider or beneficial owner effectively is operating as a MarketMaker, the Exchange will consider, among other things: the simultaneous or near simultaneous entry of limit orders to buy and sell the same option series during the same day; the multiple acquisition and liquidation of positions in the same option series during the same day; and the entry of multiple limit orders at different prices in the same options series.
* * * * *
Market Order Processing
Rule 43.7
(a)(1) If a legal width market exists for a particular option, even if established by a pair of unrelated bids and offers for a size less than required of SBT MarketMakers to meet their quote requirement, the SBT System will match market orders against orders at the best price in the Book and against the other orders behind the best price at varying prices until the order is fully executed or until a legal width market no longer exists.
(2) If there is not a legal width market when the order is entered in the System or if any portion of the market order is not executed because there is no longer a legal width market, then the System will hold the order (or any remaining portion of the order) in queue, send a Request for Quote (``RFQ'') to SBT MarketMakers currently providing quotes in the class (which will be handled as described in paragraph (a)(3) below), and send a notice to the originator of the order about the order status.
(3) An RFQ sent pursuant to paragraph (a)(2) will include the market order quantity, but not whether the order is a buy or a sell. RFQ responses will be sent to the SBT Book. Once the responses are sent to the SBT Book the orders may trade with resting orders unless the market order trades against that order first when one of the below conditions are met. The market order will be executed if any one of the following conditions becomes true:
(A) During the RFQ expiration response time, if the best quote width (i.e., the spread between the best bid and offer) becomes a certain prescribed percentage (e.g., 75%)as set by the appropriate SBT Trading Committeeof the legal width market, the System will execute the market order against the quote and any other eligible booked order (i.e., an order on the book with a limit price that allows that order to trade against the market order) until the order is filled or the legal width market no longer exists. If there is volume remaining in the market order, the System will hold the market order in queue again, send another RFQ, and send a notice to the originator about the order status.
(B)(i) If the System receives a limit order on the same side of the market as the market order that could match the best bid or offer and at least one legal width quote has been received, then the System will execute the market order against the best bid/offer. If there is no legal width quote then the limit order that is entered is filled ahead of the market order.
(ii) If one or more incoming RFQ responses could execute against a market order as well as any limit orders that are already on the book (``older limit orders'') at a particular price, then:
(aa) If the incoming RFQ response(s) is (are) of large enough quantity to fill all the older limit orders and the market order, then all those orders will be filled at the price of the older limit orders. (bb) If the incoming RFQ response(s) is (are) not large enough to fill the market order and all the older limit orders, the market order will be executed at the minimum price interval (i.e., the minimum price differential which may exist between two orders) ahead of the older limit orders.
(C) When a certain prescribed percentage of the marketmakers currently providing quotes in the class (the percentage to be set by the appropriate SBT Trading Committee) (e.g., 50%) have responded to the RFQ with legal width markets or when the RFQ period expires and there is at least one quote response, the System will execute the market order against orders in the SBT Book. A response will count toward the percentage requirement even if the quotes are traded against orders in the book before all orders that constitute the percentage requirement have been received. If there is volume remaining in the market order, the System will hold the order in queue and repeat the RFQ cycle again. The System will also send a notice to the originator of the order status and give him the option to cancel the order. (4) When a market order can be executed under the conditions cited in subparagraphs (3)(A) through (C) above and there is one or more market orders on the opposite side, the System will cross the market orders at a price as determined as follows:
(A) At the middle of the best bidoffer in the Book if the middle price is a legal price; or
(B) If the middle price is not a legal price, at the next legal price from the middle that is closer to the last trade price of the series.
(C) For purposes of this subparagraph (a)(4), ``legal price'' means a price that may be entered on the SBT System.
(b) If the RFQ period expires and there is no RFQ response, the System will continue to hold the market order, repeat the RFQ cycle, send a notice to the originator of the order, and send an
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alert message to the Help Desk so that the Help Desk may solicit quotes from the marketmakers. The Help Desk may require a response from the MarketMakers.
(c) If a market order for a certain series becomes subject to an RFQ as described in paragraph (a) above, then subsequent market orders for the same series and side are queued to ensure that these incoming market orders are processed in time sequence. Market orders for the same series but opposite side would be processed normally. Other orders that are not market orders would be routed to the SBT Book. (d) Trading Halts. When trading is halted in the series while a market order is on hold waiting for RFQ responses, the SBT System will do the following: If the market order is a GTC order, the System will hold and execute it at the next opening, in the same day or the next day. If it is a day order, the System executes it at reopening if trading resumes for the same day. If trading does not resume, the System purges it as part of the endofday procedure for purging day orders.
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Processing of Limit Orders

Rule 43.8

Until the System is enabled to provide price protection as set forth in Rule 43.8A, after the opening, upon being entered into the SBT System, limit orders will be matched against the best prices available in the SBT Book under the priority rules set forth in Rule 43.1. If there are no orders in the SBT Book that match the limit order when it is entered, the limit order will be held and displayed in the SBT Book and may be traded against later submitted orders.
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Price Protection of Limit Orders
Rule 43.8A
(a) When the System is so enabled, and to the extent that the appropriate SBT Trading Committee has determined to apply the protection to the particular options class, the System will protect a limit order by automatically executing it against the best bid/ask only if one or both of the following conditions is met:
(1) A legal width market exists for that series; or
(2) The limit price on the order is between the bid of the series with the same expiration month and one strike price lower and the offer of the series with the same expiration month and one strike price higher and a legal width market exists for both of these series. (b) If a limit order can execute against the best bid/ask and neither of the conditions set forth in paragraph (a)(1) or (a)(2) is met, the System puts the order in queue and sends an RFQ. The RFQ will include the order quantity but not whether the order is a buy or sell. Quote responses are exposed in the SBT Book as they are received. The SBT Trader whose link to the SBT System is through the API and who has submitted the limit order may override the RFQ and determine to enter the limit order into the SBT Book.
(c) If the limit order's price prevents it from matching with the best bid/ask, the System will place the order in the Book in its appropriate priority position.
(d) If the submitting SBT Trader does not override the RFQ pursuant to paragraph (b), the System will execute the limit order after one of the following conditions becomes true:
(1) During the RFQ response time, if the best quote width becomes a certain prescribed percentage (e.g., 75%)as set by the appropriate SBT Trading Committeeof a legal width market, the System shall execute the limit order against the quote and any other eligible Booked order. If there is volume remaining in the limit order, the System will hold the limit order in the SBT Book and send a notice to the originator about the order status.
(2) If an incoming market or limit order is received (independent of the RFQ responses) on the opposite side that would match the original limit order and if a legal width market exists for the series, then the System will match the limit order with the best bid/ask. If there is volume remaining in the limit order, the System will hold the limit order in the SBT Book.
(3) When a certain prescribed percentage of the SBT MarketMakers currently providing quotes in that class (the percentage to be set by the appropriate SBT Trading Committee), have responded to the RFQ or when the RFQ period expires and there is at least one quote response, the System will execute the limit order against the SBT Book. If there is volume remaining in the limit order, the System will hold it in the SBT Book. The System will also send a notice to the originator of the order status and give him the option to cancel the order.
(e) If a limit order for a certain series is queued, subsequent limit orders for the same series and side are queued behind the first one to ensure that they are processed in time sequence. Market orders for the same series and side also will be queued. If a legal width market remains upon completion of the limit order processing the market order will be executed against orders resting in the Book. If there is not a legal width market, market order processing will begin in accordance with Rule 43.7.
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Processing of Contingency Orders

Rule 43.9

Contingency orders will be handled by the SBT System as described below. As described in Rule 43.2, for purposes of determining priority, a contingency order that is entered before a limit order with no contingency at the same price and for the same series will nonetheless be treated as if it were entered after the limit order. The SBT System will notify the originator of the order if the contingency order expires or is canceled. Contingency orders except Immediate or Cancel orders will not be disseminated as part of the best bid/ask to OPRA. The SBT System may disseminate to certain SBT Traders a contingency count that includes All or None, Fill or Kill, and Minimum Volume order information. The following contingency orders will be handled by the SBT System as described below once the SBT System is so enabled to handle such contingency orders.
(a) Opening Only Order. The order will be executed during the Opening State if there are orders to execute it against. The order or any unexecuted portion will expire after the opening trade or after the opening quote is disseminated.
(b) All or None Order. An all or none (``AON'') order will only be executed if it can be executed in its entirety. The order will remain in the Book until filled or canceled.
(c) Fill or Kill Order. A fill or kill (``FOK'') order has a time contingency and must be fully filled within a period of time, or the System automatically cancels the order. The SBT System will attempt to execute the full quantity of the FOK order upon receipt. If the FOK order is at the best price, and there is a legal width market, and it cannot be filled fully, the System will indicate its presence to certain SBT Traders by disseminating its quantity for the Time Contingency Period (e.g., five seconds) as determined by the appropriate SBT Trading Committee. If the FOK order does not equal or better the market, e.g., if it is a buy order lower than the best bid or a sell order higher than the best offer, the System will reject the order.
(d) Immediate or Cancel Order. An Immediate or Cancel (``IOC'') order has a time contingency and must be filled fully or partially within a period of time, or the System automatically cancels the remainder. If the IOC order is at the best price, and there is a legal [[Page 31010]]
width market, and it cannot be filled fully, the System will indicate its presence to certain SBT Traders by disseminating its quantity for the Time Contingency Period as determined by the appropriate SBT Trading Committee. If the IOC order does not equal or better the market, e.g., if it is a buy order lower than the best bid or a sell order higher than the best offer, the System will reject the order. The SBT System will cancel the residual order volume after the Time Contingency Period, if the IOC order has not been executed completely. (e) Minimum Volume Order. A Minimum Volume (``MIN'') order may be accepted by the SBT System at any time. The MIN order has two quantities specified: the total quantity and the minimum acceptable quantity that can be filled. The fill must be at least equal to the minimum quantity specified. The SBT System will attempt to execute at least the minimum volume specified against orders in the Book. If the minimum volume is not executed, the order will remain in the Book. (f) Stop Order. A Stop order to buy becomes a market order when the product trades or is bid at or above the stop price. A Stop order to sell becomes a market order when the product trades or is offered at or below the stop price.
(g) Stop Limit Order. A Stop Limit order has two prices, the stop limit price and the limit price. A stoplimit order to buy becomes a limit order at the second price when the product trades or is bid at or above the stoplimit price (first price). A stoplimit order to sell becomes a limit order at the second price when the product trades or is offered at or below the stoplimit price (first price).
(h) Market On Close Order. A Market on Close (``MOC'') order may be received at any time up to some period of time before the closing period (e.g., four minutes before the close) and is executable only during a predefined period of time prior to the close (e.g., two minutes prior to the close). When an MOC order is present, the System will send an RFQ for it at a predefined time before the close; the time before the close to be determined by the appropriate SBT Trading Committee. The order is canceled after closing if it is not filled. * * * * *
Processing of Spread Orders
Rule 43.10
(a) When the System is so enabled, the System will support the following types of spread orders (``Spread Orders''): (1) twolegged spreads where the ratio is 1:1 and 1:2; (2) threelegged spreads where the ratio is 1:1:1 or 1:2:1; (3) fourlegged spreads where the ratio is 1:1:1:1; and (4) any spread type approved by the appropriate SBT Trading Committee.
(b) The System will treat each spread order as a unique product and will assign each a unique product name. Data about the resulting spread product will be disseminated at the point of creation to all SBT Traders. The System will maintain a Book for every unique spread, with bids and offers for individual spread packages. The System will keep track of and disseminate the best bid and offer for every unique spread.
(c) An SBT Trader submitting a spread order may change the net price, the multiplier or the quantity of the spread, the time in force, and any contingency.
(1) An increase in the multiplier or quantity changes the order's priority;
(2) A decrease in the multiplier or quantity does not change its priority position;
(d) A spread order may trade only if all of its legs have legal width markets and if only one leg trades at a price ahead of orders in the Book at the same price.
(e) When the spread is traded, the System will do the following: (1) Disseminate to the order source the fill report for the spread, but not the individual legs;
(2) Disseminate to the designated back office the fill reports for the individual legs; and
(3) Disseminate the last sale reports to OPRA (or any other securities information processor that is being employed by the Exchange) for the individual legs, with some indication that the last sale is part of a spread trade.
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Processing of Requests for Quotes
Rule 43.11
(a) Submission of RFQs.
(1) Any SBT Trader may initiate a Request for Quote (RFQ) for a series. The SBT Trader may specify a size at his option. The System will send the RFQ to the Market Makers who are currently providing quotes in that class.
(2) The SBT System will also automatically send an RFQ when the SBT System receives a market order and the current market width is wider than the Exchange prescribed width as set forth in Rule 44.4. (b) Response to RFQs. RFQs may be submitted by an SBT Trader or an RFQ may be initiated by the System as otherwise described in the Rules. In either event, the RFQ has an expiration period for the MarketMakers to respond to the RFQ. MarketMakers must respond to RFQs in accordance with their obligations set forth in Rule 44.4(b).
(c) Processing of RFQ Responses. RFQ responses (quotes) are submitted to the Book and exposed as they arrive.
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Crossing Trades
Rule 43.12
(a) Crossing Mechanism. Once the System is so enabled to provide for it, the Crossing Mechanism is a process by which an SBT Broker can facilitate orders or cross two orders.
(1) An SBT Broker must submit to the System an RFQ designating a size equal to the quantity to be crossed.
(2) SBT Traders will have an RFQ response period for a length of time established by the SBT Trading Committee in order to enter orders or quotes that improve upon the market.
(3) Within a time period after the RFQ was sent, with such time period to be established by the SBT Trading Committee, the terms of the cross transaction have to be entered. The required terms include the terms of the original order and the proposed facilitation order (or two original orders), a proposed crossing price, the quantity of the original order which the SBT Broker is willing to facilitate (in the case of a facilitation cross), and an indication of which order is to be exposed to the market (in the case of cross of two original orders). The customer order will be the exposed order in a facilitation cross. (4) The following two conditions must be satisfied at the time the cross transaction is entered or the System will reject the cross transaction: (A) a legal width market must exist for the particular series to be crossed and (B) the proposed cross price must be between the best bid and offer displayed by the System.
(5) After accepting the cross transaction, the System will immediately cross the two orders for the guaranteed crossing percentage (which is established at 40%) of the overall crossing quantity. The System exposes the remaining volume of the designated order in the book for a crossing period of twenty seconds. The order's price and the remaining quantity are disclosed but there is no indication that the order is part of an impending cross. The System places the opposite order on hold as a shadow order that is not visible except to the submitter.
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(6) As long as the exposed order is the highest priority order at the best price, other SBT Traders can trade against the exposed order during the crossing period. If the exposed order is fully filled by other traders, the System cancels the remaining quantity of the shadow order and sends the SBT Broker a message that the crossing transaction is completed.
(7) At the end of the crossing period (if the order has not yet been fully traded), if the exposed order is at the best price and has the highest priority, then the System fills the remainder of the order against the shadow order. The System cancels the remainder of the shadow order and sends the crossing firm a message that the crossing transaction is completed. If the exposed order has quantity remaining and it is not the highest priority order at the market, then the System automatically cancels the remainder of the exposed order and the shadow order and sends the SBT Broker a message that the crossing transaction is completed.
(b) Rule 43.12A will apply until the System is so enabled to provide for this Crossing Mechanism.
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Interim Crossing Procedure
Rule 43.12A
(a) An SBT Broker who wishes to cross two original orders or to facilitate an original order must first send an RFQ with the size of the orders to be crossed. The RFQ response period will be established by the appropriate SBT Trading Committee and shall initially be set at thirty seconds.
(b) At the end of this RFQ response period and within twenty seconds or some other period of time established by the appropriate SBT Trading Committee, the SBT Broker must expose one of the orders to the Book.
(c) If the exposed order ha