2015-05485. Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Rules 11.6, 11.8, 11.9, 11.10 and 11.11 of EDGX Exchange, Inc.

March 4, 2015.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on February 20, 2015, EDGX Exchange, Inc. (the “Exchange” or “EDGX”) 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 self-regulatory organization. On February 27, 2015, the Exchange filed Amendment No. 1 to the proposal.^[3] The Commission is publishing this notice, as modified by Amendment No. 1, to solicit comments on the proposed rule change from interested persons.

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

The Exchange filed a proposal to amend Rules 11.6, 11.8, 11.9, 11.10 and 11.11 to clarify and to include additional specificity regarding the current functionality of the Exchange's System,^[4] including the operation of its order types and order instructions, as further described below.

The text of the proposed rule change is available at the Exchange's Web site at www.batstrading.com,, at the principal office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose

On June 5, 2014, Chair Mary Jo White asked all national securities exchanges to conduct a comprehensive review of each order type offered to members and how it operates.^[5] The Exchange notes that a comprehensive rule filing clarifying and updating Exchange rules was recently approved.^[6] However, based on the request from Chair White, the Exchange did indeed conduct further review of each order types and its operation. The proposals set forth below are based on this comprehensive review and are intended to clarify and to include additional specificity regarding the current functionality of the Exchange's System, including the operation of its order types and order instructions. The proposals set forth below are intended to supplement the recently approved filing based on further review conducted by the Exchange and are intended to clarify and enhance the understandability of the Exchange's rules related to the ranking and execution of orders. The proposal is also intended to add additional detail with respect to the handling of orders with a Discretionary Range ^[7] instruction and orders with a Non-Displayed ^[8] instruction. The Exchange is not proposing any substantive modifications to the System.

Orders With a Discretionary Range and Non-Displayed Orders

Pursuant to current Rule 11.6(d), the Exchange defines a Discretionary Range as an instruction the User ^[9] may attach to an order to buy (sell) a stated amount of a security at a specified, displayed price with discretion to execute up (down) to a specified, non-displayed price. For purposes of this proposal, the Exchange will use the term “Discretionary Range” to describe the amount between the displayed price to and including the highest price at which a buyer is willing to buy or lowest price at which a seller is willing to sell. The Exchange proposes to make clear that although an order with a Discretionary Range instruction may be accompanied by a Displayed ^[10] instruction, an order with a Discretionary Range instruction may also be accompanied by a Non-Displayed instruction, and if so, will have a non-displayed ranked price as well as a discretionary price. The Exchange further proposes to specifically state that resting orders with a Discretionary Range instruction will be executed at a price that uses the minimum amount of discretion necessary to execute the order against an incoming order. In addition, the Exchange proposes to make clear certain circumstances where the Discretionary Range of an order is temporarily reduced due to contra-side interest resting on the EDGX Book.^[11]

The Exchange also proposes to specify certain situations where the Discretionary Range of an order is temporarily reduced based on contra-side interest resting on the Exchange. The Exchange notes that it is possible for an order with a Discretionary Range instruction have its Discretionary Range temporarily reduced based on contra-side interest resting on the Exchange because an incoming order with a Post Only instruction ^[12] will be posted to the EDGX Book rather than executing against the Discretionary Range of a resting order.

With respect to displayed contra-side liquidity, the Exchange proposes to make clear that if an order posted to the EDGX Book has a Discretionary Range and there is a contra-side order that is displayed by the System on the EDGX Book within such Discretionary Range, the order with a Discretionary Range will not be permitted to execute at the price of or at a price more aggressive than such contra-side displayed order unless and until there is no contra-side displayed order on the EDGX Book within the Discretionary Range. In such case, the order with a Discretionary Range will have discretion to one Minimum Price Variation ^[13] below (above) the contra-side offer (bid) that is displayed by the System on the EDGX Book.

With respect to non-displayed contra-side liquidity, the Exchange proposes to make clear that if an order posted to the EDGX Book has a Discretionary Range and there is a contra-side order with a Non-Displayed instruction,^[14] the order with a Discretionary Range will not be permitted to execute at a price more aggressive than the ranked price of such contra-side order unless and until there is no contra-side order on the EDGX Book within the Discretionary Range. In such case, the order with a Discretionary Range will have discretion to the ranked price of the contra-side offer (bid) with a Non-Displayed instruction that is maintained by the System on the EDGX Book.

Similarly, the Exchange proposes to amend Rule 11.6(l)(3), which addresses re-pricing of orders with a Non-Displayed instruction. As set forth in Rule 11.6(l)(3), an order with a Non-Displayed instruction that is priced better than the midpoint of the NBBO will be ranked at the midpoint of the NBBO with discretion to execute to its limit price. The Exchange proposes to add language stating that if a contra-side order is resting on the EDGX Book at the limit price within the Discretionary Range, the order will be ranked at the mid-point of the NBBO but its discretion to execute to its limit price will be temporarily reduced consistent with the Discretionary Range definition described above.

The Exchange notes that the language proposed with respect to the temporary reduction of the Discretionary Range of an order is consistent with the Exchange's recently amended rules.^[15] Specifically, the Exchange suspends the discretion of an order subject to the Hide Not Slide ^[16] instruction for so long as a contra-side order that equals the Locking Price ^[17] is displayed by the System on the EDGX Book. The Exchange suspends this discretion to avoid an apparent priority issue. In particular, in such a situation the Exchange believes a User representing an order that is displayed on the Exchange might believe that an incoming order was received by the Exchange and then bypassed such displayed order, removing some other non-displayed liquidity on the same side of the market as such displayed order. For the same reason, the Exchange believes it is appropriate to prevent an order with a Discretionary Range instruction to execute at the same price or at a price more aggressive than a contra-side order that is displayed on the EDGX Book. Similarly, although the Exchange believes it is appropriate to permit an order with a Discretionary Range instruction to execute at the same price as a contra-side order with a Non-Displayed instruction, the Exchange suspends such discretion at any more aggressive prices in order to avoid trading through orders that have been ranked on and are resting on the EDGX Book. Below are examples of the operation of orders with a Discretionary Range.

Example No. 1: Modification and Reinstatement of Discretionary Range With a Displayed Contra-Side Order

Assume the NBBO is $10.00 by $10.10, that the best-priced order to buy in the System is a displayed bid at $9.99, and that the best-priced order to sell in the System is a displayed offer at $10.11. A Limit Order ^[18] to buy 100 shares at $10.00 with a Discretionary Range of $0.05 is entered into the System. The order will be displayed on the EDGX Book at $10.00 with discretion to execute up to $10.05. If a Limit Order to sell 100 shares at $10.05 with a Displayed instruction and a Post Only instruction is entered into the System such order will be posted and displayed by the System on the EDGX Book as an order to sell 100 shares at $10.05. The buy order with the Discretionary Range instruction will have its discretion to execute at $10.05 temporarily suspended but such order will continue to have discretion to execute up to $10.04. The following examples demonstrate various potential outcomes following the temporary suspension of the buy order's discretion to execute at $10.05.

• If a non-routable Limit Order to sell 100 shares at $10.05 is entered into the System, depending on applicable User instructions, such order will either be posted and displayed by the System on the EDGX Book as an order to sell 100 shares (i.e., with priority behind the order to sell that is already displayed on the EDGX Book at $10.05) or will be cancelled back to the entering User.
• If, instead, a Limit Order to sell 100 shares at $10.04 is entered into the System, such order will execute at $10.04 against the resting buy order with a Discretionary Range instruction.
• If, instead, a Limit Order to sell 100 shares at $10.02 is entered into the System, such order will execute at $10.02 against the resting buy order with a Discretionary Range instruction.
• If, instead, a Limit Order to sell 100 shares at $10.00 or lower or a Market Order to sell 100 shares is entered into the System, such order will execute at $10.00 against the resting buy order with a Discretionary Range instruction.
• If, instead, the sell order at $10.05 with a Post Only instruction is then canceled, the buy order with a Discretionary Range instruction will have its discretion to execute up to $10.05 reinstated.
• If, instead, a Limit Order to buy 100 shares at $10.05 or higher or a Market Order to buy 100 shares is then entered into the System, such order will execute at $10.05 against the displayed order to sell with a Post Only instruction and the buy order with a Discretionary Range instruction will have its discretion to execute up to $10.05 reinstated.

Example No. 2: Modification and Reinstatement of Discretionary Range With a Non-Displayed Contra-Side Order Priced Less Aggressive Than the Midpoint of the NBBO

Assume the NBBO is $10.00 by $10.10, that the best-priced order to buy in the System is a displayed bid at $9.99, and that the best-priced order to sell in the System is a displayed offer at $10.11. A Limit Order with to buy 100 shares at $10.00 with a Discretionary Range of $0.07 is entered into the System. The order will be ranked and displayed on the EDGX Book at $10.00 with discretion to execute up to $10.07. If a Limit Order to sell 100 shares at $10.06 with a Non-Displayed instruction and a Post Only instruction is entered into the System such order will be posted by the System on the EDGX Book as an order to sell 100 shares at $10.06. The buy order's discretion to execute at $10.07 will be temporarily suspended but such order will continue to have discretion to execute up to $10.06. The following examples demonstrate various potential outcomes following the temporary suspension of the buy order's discretion to execute at $10.07.

• If a non-routable Limit Order to sell 100 shares at $10.07 with a Displayed instruction is entered into the System, depending on applicable User instructions, such order will be posted and displayed by the System on the EDGX Book as an order to sell 100 shares at $10.07 or will be cancelled back to the entering User.
• If, instead, a Limit Order to sell 100 shares at $10.06 is entered into the System, such order will execute at $10.06 against the resting buy order with a Discretionary Range instruction.
• If, instead, a Limit Order to sell 100 shares at $10.02 is entered into the System, such order will execute at $10.02 against the resting buy order with a Discretionary Range instruction.
• If, instead, a Limit Order to sell 100 shares at $10.00 or lower or a Market Order to sell 100 shares is entered into the System, such order will execute at $10.00 against the resting buy order with a Discretionary Range instruction.
• If, instead, the sell order with a Non-Displayed instruction of 100 shares that is ranked at $10.06 is then canceled, the buy order with a Discretionary Range instruction will have its discretion to execute up to $10.07 reinstated.

Example No. 3: Modification and Reinstatement of Discretionary Range With a Non-Displayed Contra-Side Order Priced More Aggressive Than the Midpoint of the NBBO

Assume the NBBO is $10.00 by $10.10, that the best-priced order to buy in the System is a displayed bid at $9.99, and that the best-priced order to sell in the System is a displayed offer at $10.11. A Limit Order with to buy 100 shares at $10.00 with a Discretionary Range of $0.07 is entered into the System. The order will be displayed on the EDGX Book at $10.00 with discretion to execute up to $10.07. If a Limit Order to sell 100 shares at $10.04 with a Non-Displayed instruction and a Post Only instruction is entered into the System such order will be posted by the System on the EDGX Book as an order to sell 100 shares at $10.05 (i.e., ranked at the midpoint of the NBBO, as described above) with discretion to $10.04. The buy order's discretion to execute at $10.07 will be temporarily suspended but such order will continue to have discretion to execute up to $10.05. The following examples demonstrate various potential outcomes following the temporary suspension of the buy order's discretion to execute at $10.07.

• If a non-routable Limit Order to sell 100 shares at $10.07 with a Displayed instruction is entered into the System, depending on applicable User instructions, such order will be posted and displayed by the System on the EDGX Book as an order to sell 100 shares at $10.07 or will be cancelled back to the entering User.
• If, instead, a Limit Order to sell 100 shares at $10.05 is entered into the System, such order will execute at $10.05 against the resting buy order with a Discretionary Range instruction.
• If, instead, a Limit Order to buy 100 shares at $10.05 is entered into the System, such order will execute at $10.05 against the resting sell order with a Non-Displayed instruction and a Post Only instruction (i.e., at the ranked price of such order).
• If, instead, a Limit Order to sell 100 shares at $10.04 is entered into the System, such order will execute at $10.04 against the resting buy order with a Discretionary Range instruction.
• If, instead, a Limit Order to buy 100 shares at $10.04 is entered into the System, such order will execute at $10.04 against the resting sell order with a Non-Displayed instruction and a Post Only instruction (i.e., using the discretion of the resting sell order with a Non-Displayed instruction to sell at the order's limit price).
• If, instead, a Limit Order to sell 100 shares at $10.00 or lower or a Market Order to sell 100 shares is entered into the System, such order will execute at $10.00 against the resting buy order with a Discretionary Range instruction.
• If, instead, the sell order with a Non-Displayed instruction of 100 shares that is ranked at $10.05 is then canceled, the buy order with a Discretionary Range instruction will have its discretion to execute up to $10.07 reinstated.

As the above examples demonstrate, the Exchange prevents executions against the Discretionary Range of an order at or through the price of a resting contra-side order with a Displayed instruction and through the price of a resting contra-side order with a Non-Displayed instruction (i.e., an execution can occur at the ranked price of an order with a Non-Displayed instruction but not at a price that would be better than such order's ranked price). The Exchange does not, however, prevent executions against the Discretionary Range of an order when there is a contra-side order with a Discretionary Range at or through that price same price.

The Exchange's handling of orders with a Discretionary Range instruction, including the discretion of an order with a Non-Displayed instruction more aggressive than the midpoint of the NBBO to its limit price, is intended to reflect the relatively passive nature of orders with a Discretionary Range. In all cases, although the Users submitting such orders have indicated a willingness to execute at a more aggressive price, such orders are ranked at a lower price to buy or a higher price to sell. In turn, if an order is executed at its ranked price, rather than at a price within the Discretionary Range, then the User that submitted the order receives a better result in each case (i.e., buys for less or sells for more). With this background, the Exchange believes it is reasonable that an order with a Discretionary Range instruction or a Non-Displayed instruction might temporarily become not executable at certain prices because such prices are more aggressive than their ranked price (i.e., higher prices for orders to buy or lower prices for orders to sell). Further, to the extent a User would prefer an execution at more aggressive price levels, such User could simply choose other order type instructions that would increase the likelihood of execution at these prices (e.g., a routable order rather than a non-routable order, an order that is ranked at its full price rather than an order ranked at a less aggressive price with a Discretionary Range, or an order with a Displayed instruction rather than an order with a Non-Displayed instruction).

In addition to the changes described above, the Exchange proposes to re-locate within Rule 11.8(b) and re-word the statement regarding the inclusion of a Discretionary Range on a Limit Order. Current Rule 11.8(b)(8) currently states that a “User may include a Discretionary Range instruction.” This ability to include a Discretionary Range instruction on a Limit Order is currently grouped with other functionality that can be elected for Limit Orders that also include a Post Only or Book Only instruction as well as specified time-in-force instructions for orders that can be entered into the System and post to the EDGX Book. However, the System does not allow the combination of a Discretionary Range and a Post Only instruction. Accordingly, the Exchange proposes to re-locate the reference to the Discretionary Range instruction within Rule 11.8(b) so that it is no longer grouped with other orders that can be combined with a Post Only instruction. The Exchange also proposes to state in Rule 11.8(b) that: (i) A Limit Order with a Discretionary Range instruction may also include a Book Only instruction; and (ii) a Limit Order with a Discretionary Range instruction and a Post Only instruction will be rejected. Further, the Exchange proposes to refer to the ability of a Limit Order to include a Discretionary Range instruction, rather than a “User” that may include a Discretionary Range instruction.

Priority and Execution Algorithm

With respect to the Exchange's priority and execution algorithm, the Exchange is proposing various minor and structural to changes that are intended to emphasize the processes by which orders are accepted, priced, ranked, displayed and executed, as well as a new provision related to the ability of orders to rest at locking prices that is consistent with the changes to provisions related to the operation of orders with a Discretionary Range instruction described above. First, the Exchange has proposed modifications to Rule 11.9, Priority of Orders, to make clear that the ranking of orders described in such rule is in turn dependent on Exchange rules related to the execution of orders, primarily Rule 11.10. The Exchange believes that this has always been the case under Exchange rules but there was not previously a description of the cross-reference to Rule 11.10 within such rules. Accordingly, the Exchange proposes to add reference to the execution process in addition to the numeric cross-reference to Rule 11.10.^[19] The Exchange also proposes to change certain references within Rule 11.9 to refer to ranking rather than executing equally priced trading interest, as the Rule as a whole is intended to describe the manner in which resting orders are ranked and maintained, specifically in price and time priority, while awaiting execution against incoming orders. The Exchange does not believe that the proposed modifications substantively modify the operation of the rules but the Exchange believes that it is important to make clear that the ranking of orders is a separate process from the execution of orders. The Exchange also proposes changes to Rule 11.9(a)(4) and (a)(5) to specify that orders retain and lose “time” priority under certain circumstances as opposed to priority generally because retaining or losing price priority does not require the same descriptions, as price priority will always be retained unless the price of an order changes.

Next, the Exchange proposes to move language contained within sub-paragraph (a)(2) of Rule 11.10 to the main paragraph, paragraph (a), such that the language is more generally applicable to the rules. Although sub-paragraph (a)(2) contains information relevant to executability, in that it describes orders that are executable in compliance with Regulation NMS or otherwise do not trade through quotations of other markets, there are other provisions set forth in paragraph (a) that relate to executability. Accordingly, the Exchange proposes to relocate language stating that any order falling within the parameters of this paragraph shall be referred to as “executable” and that an order will be cancelled back to the User, if based on market conditions, User instructions, applicable Exchange Rules and/or the Act and the rules and regulations thereunder, such order is not executable, cannot be routed to another Trading Center pursuant to Rule 11.11 or cannot be posted to the EDGX Book.

The Exchange proposes to adopt paragraph (C) of Rule 11.10(a)(4) to provide further clarity regarding the situations where orders are not executable, which although covered in other existing rules, would focus on the incoming order on the same side of an order displayed on the EDGX Book rather than the resting order that is rendered not executable because it is opposite such order displayed on the EDGX Book. Proposed paragraph (C) would further state that if an incoming order is on the same side of the market as an order displayed on the EDGX Book and upon entry would execute against contra-side interest at the same price as such displayed order, such incoming order will be cancelled or posted to the EDGX Book and ranked in accordance with Rule 11.9. As described above, the Exchange suspends the discretion of an order subject to the Hide Not Slide instruction for so long as a contra-side order that equals the Locking Price is displayed by the System on the EDGX Book. Similarly, as proposed to be added to EDGX Rules, the Exchange temporarily suspends the ability of an order to execute at the same price as a contra-side displayed order for any order with a Discretionary Range instruction or any order with a Non-Displayed instruction that has been re-priced to the midpoint of the NBBO pursuant to Exchange rules. The Exchange temporarily suspends this discretion to avoid an apparent priority issue where a User representing an order that is displayed on the Exchange either believes such order has time priority among displayed orders at that price or that the displayed order is the only order at such price level and then sees an execution published by the Exchange at that price.

To demonstrate the functionality in place on the Exchange described above, assume the NBBO is $10.00 by $10.01. A non-routable Limit Order to buy 100 shares at $10.01 with a Hide Not Slide instruction is entered into the System. The order will be displayed on the EDGX Book at $10.00 and ranked at $10.005 with discretion to $10.01. If a Limit Order to sell 100 shares at $10.01 with a Displayed instruction and a Post Only instruction is entered into the System such order will be posted and displayed by the System on the EDGX Book as an order to sell 100 shares at $10.01. The buy order with the Hide Not Slide instruction will have its discretion to execute at $10.01 temporarily suspended but such order will continue to be ranked at $10.005. The following examples demonstrate various potential outcomes following the temporary suspension of the buy order's discretion to execute at $10.01.

• If a non-routable Limit Order to sell 100 shares at $10.01 is entered into the System, depending on applicable User instructions, such order will either be posted and displayed by the System on the EDGX Book as an order to sell 100 shares (i.e., with priority behind the order to sell that is already displayed on the EDGX Book at $10.01) or will be cancelled back to the entering User.
• If, instead, a Limit Order to sell 100 shares at $10.00 is entered into the System, such order will execute at $10.005 against the resting buy order with a Hide Not Slide instruction.
• If, instead, a Limit Order to buy 100 shares at $10.01 or higher or a Market Order to buy 100 shares is entered into the System,^[20] such order will execute at $10.01 against the resting sell order displayed on the EDGX Book, as such resting order is fully executable and displayed as an offer on the EDGX Book.

The Exchange notes that it is proposing to add descriptive titles to paragraphs (A) and (B) of Rule 11.10(a)(4), which describe the process by which executable orders are matched within the System. Specifically, so long as it is otherwise executable, an incoming order to buy will be automatically executed to the extent that it is priced at an amount that equals or exceeds any order to sell in the EDGX Book and an incoming order to sell will be automatically executed to the extent that it is priced at an amount that equals or is less than any other order to buy in the EDGX Book. These rules further state that an order to buy shall be executed at the price(s) of the lowest order(s) to sell having priority in the EDGX Book and an order to sell shall be executed at the price(s) of the highest order(s) to buy having priority in the EDGX Book. The Exchange emphasizes these current rules only insofar as to highlight the interconnected nature of the priority rule.

The Exchange also proposes to modify paragraph (h) of Rule 11.11 to clarify the Exchange's rule regarding the priority of routed orders. Paragraph (h) currently sets forth the proposition that a routed order does not retain priority on the Exchange while it is being routed to other markets. The Exchange believes that its proposed clarification to paragraph (h) is appropriate because it more clearly states that a routed order is not ranked and maintained in the EDGX Book pursuant to Rule 11.9(a), and therefore is not available to execute against incoming orders pursuant to Rule 11.10.

2. Statutory Basis

The Exchange believes that the proposed rule changes are consistent with Section 6(b) of the Securities Exchange Act of 1934 (the “Act”) ^[21] and further the objectives of Section 6(b)(5) of the Act ^[22] because they are designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, and, in general, to protect investors and the public interest. The proposed rule changes are also designed to support the principles of Section 11A(a)(1) ^[23] of the Act in that they seek to assure fair competition among brokers and dealers and among exchange markets.

Specifically, the Exchange also believes that the changes to provide additional clarity and specificity regarding the functionality of the System with respect to an order with a Discretionary Range instruction and an order with a Non-Displayed instruction that has discretion pursuant to the Exchange's re-pricing process would promote just and equitable principles of trade and remove impediments to a free and open market by providing greater transparency concerning the operation of the System. The Exchange also believes that the proposed amendments to clarify and re-structure the Exchange's priority, execution and routing rules will contribute to the protection of investors and the public interest by making the Exchange's rules easier to understand. Further, the Exchange believes that it is consistent with the Act to temporarily reduce the Discretionary Range of an order that has been posted to the EDGX Book for so long as there is contra-side liquidity on the EDGX Book because this functionality prevents an apparent priority issue on the EDGX Book as described above as well as the ability of an order to execute at a price that trades through the ranked price of an order resting on the EDGX Book. The Exchange reiterates that such behavior, as described above, is temporary in nature; an order's full Discretionary Range will be returned as soon as the contra-side liquidity that caused the reduction in the first place is no longer maintained on the EDGX Book. The Exchange believes that its overall handling of orders, including the temporary suspension of the ability of an order with a Discretionary Range to execute at one or more prices is consistent with the Act because it removes impediments to and perfects the mechanism of a free and open market and a national market system by reflecting the relatively passive nature of an order with a Discretionary Range instruction while honoring the instructions of a User submitting a contra-side order that does not remove liquidity on entry. As explained above, the Exchange's handling of orders with a Discretionary Range instruction, including the discretion of an order with a Non-Displayed instruction more aggressive than the midpoint of the NBBO to its limit price, is intended to reflect the relatively passive nature of orders with a Discretionary Range. The Exchange believes it is reasonable that an order with a Discretionary Range instruction or a Non-Displayed instruction might temporarily become not executable at certain prices because such prices are more aggressive than their ranked price (i.e., higher prices for orders to buy or lower prices for orders to sell). Further, to the extent a User would prefer an execution at more aggressive price levels, such User could simply choose other order type instructions that would increase the likelihood of execution at these prices. Finally, the Exchange believes that its proposal to re-locate and re-word the Discretionary Range instruction reference within Rule 11.8(b), related to Limit Orders, is consistent with the Act because the change will correct an error within the Exchange's rules and prevent potential confusion regarding the ability to combine a Discretionary Range instruction with a Post Only instruction.

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

The Exchange does not believe that the proposed rule changes will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule changes are not designed to address any competitive issue but rather to add specificity and clarity to Exchange rules, thus providing greater transparency regarding the operation of the System.

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

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

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

Within 45 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: (a) By order approve or disapprove such proposed rule change, or (b) institute proceedings to determine whether the proposed rule change should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as modified by Amendment No. 1, is consistent with the Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​sro.shtml);​; or

Send an email to [e-mail]. Please include File Number SR-EDGX-2015-08 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-EDGX-2015-08. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-EDGX-2015-08 and should be submitted on or before March 31, 2015.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.^[24]

Brent J. Fields,

Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  Amendment No. 1 replaces SR-EDGX-2015-08 and supersedes such filing in its entirety.

4.  The term “System” is defined as “the electronic communications and trading facility designated by the Board through which securities orders of Users are consolidated for ranking, execution and, when applicable, routing away.” See Exchange Rule 1.5(cc).

5.  See Mary Jo White, Chair, Commission, Speech at the Sandler O'Neill & Partners, L.P. Global Exchange and Brokerage Conference, (June 5, 2014) (available at http://www.sec.gov/​News/​Speech/​Detail/​Speech/​1370542004312#.VD2HW610w6Y).

6.  Securities Exchange Act Release No. 73468 (October 29, 2014), 79 FR 65450 (November 4, 2014) (SR-EDGX-2014-18).

7.  See Exchange Rule 11.6(d).

8.  See Exchange Rule 11.6(e)(2).

9.  The term “User” is defined as “any Member or Sponsored Participant who is authorized to obtain access to the System pursuant to Rule 11.3.” See Exchange Rule 1.5(ee).

10.  See Exchange Rule 11.6(e)(1).

11.  The term “EDGX Book” is defined as “the System's electronic file of orders.” See Exchange Rule 1.5(d).

12.  See Exchange Rule 11.6(n)(4).

13.  See Exchange Rule 11.6(i).

14.  The Exchange notes that the reference to orders with a Non-Displayed instruction is intended to apply to all orders that are not displayed on the Exchange, such as MidPoint Match Orders as defined in Rule 11.8(d). The Exchange notes, however, that because neither MidPoint Match Orders nor orders with a Discretionary Range instruction (as described below) can be entered with a Post Only instruction, that the Rule is not currently applicable to any orders other than Limit Orders with a Non-Displayed instruction.

15.  See supra note 6.

16.  See Exchange Rule 11.6(l)(1)(B).

17.  See Exchange Rule 11.6(f).

18.  See Exchange Rule 11.8(b).

19.  The Exchange notes that it recently filed an immediately effective proposal containing marking errors with respect to the rule text proposed for sub-paragraphs (a)(2), (a)(2)(A) and (a)(2)(B). See Securities Exchange Act Release No. 74023 (January 9, 2015), 80 FR 2163 (January 15, 2015) (SR-EDGX-2015-03). Accordingly, the Exchange has correctly marked the change in connection with this proposal.

20.  The Exchange notes that an incoming order for purposes of comparison to a resting order can be any incoming order unless the terms of that incoming order itself preclude execution. In this example, a Limit Order to buy 100 shares at $10.01 that executes against the order to sell displayed at $10.01 on the EDGX Book could be a Limit Order with a Displayed instruction, a Limit Order with a Non-Displayed instruction, a Limit Order with a Hide Not Slide instruction, a Limit Order with a Price Adjust instruction, a routable Limit Order, a non-routable Limit Order, an order with a Limit Price of $10.00 and a Discretionary Range of $0.01, or any other type of incoming Limit Order to buy that is executable at $10.01. Thus, this example demonstrates that on entry the incoming order is compared to contra-side orders on the EDGX Book regardless of the modifiers that will determine how it will be displayed, ranked or otherwise handled by the System and that unless the ability of an order to execute has been suspended based on the Exchange's rules, the resting contra-side order with priority at that price will be executed against the incoming order.

21.  15 U.S.C. 78f(b).

22.  15 U.S.C. 78f(b)(5).

23.  15 U.S. C. 78k-1(a)(1).

24.  17 CFR 200.30-3(a)(12).