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  Rule 123C

Rule 123C. The Closing Procedures

(1) Definitions for the Purpose of this Rule.

(a) Better Priced. Better Priced than the closing price means an order that is lower than the closing price in the case of an order to sell or higher than the closing price in the case of an order to buy.

(b) Informational Imbalance Publication. An Informational Imbalance Publication is the dissemination of information between 3:00 p.m. and 3:45 p.m., pursuant to subparagraph (5)(b) below, that indicates a disparity between MOC and marketable LOC interest to buy and MOC and marketable LOC interest to sell of any size in any security that is not a Mandatory MOC/LOC Imbalance Publication.

(c) Legitimate Error. A legitimate error means an error in any term of an MOC or LOC order, such as price, number of shares, side of the transaction (buy or sell) or identification of the security.

(d) Mandatory MOC/LOC Imbalance Publication. A Mandatory MOC/LOC Imbalance Publication is the dissemination of information that indicates a disparity between MOC and marketable LOC interest to buy and MOC and marketable LOC interest to sell, measured at 3:45 p.m., that is:

(i) 50,000 shares or more in any security, regardless of the average daily trading volume; or

(ii) otherwise constitutes a significant imbalance, such as an imbalance of less than 50,000 shares in any security where such imbalance is significant in relation to the average daily trading volume in the security may be published as soon as practicable after 3:45 p.m. with prior approval of a Floor Official or qualified ICE employee as defined in NYSE Rule 46.10.

(e) Order Imbalance Information. Order Imbalance Information is the data feed disseminated by the Exchange between 3:45 p.m. and 4:00 p.m. pursuant to subparagraph (6) below, which includes real-time order imbalances that accumulate prior to the closing transaction on the Exchange of this Rule 123C.

(f) Trading Halt. A Trading Halt as used in this Rule 123C means a halt in the trading of any security pursuant to the provisions of NYSE Rule 123D.

(2) MOC, LOC and CO Order Entry.

(a) Order Entry Before 3:45 p.m.

(i) Except as otherwise provided in this rule, all MOC and LOC orders must be entered electronically by 3:45 p.m.

(ii) CO orders may be entered in a security any time prior to 4:00 p.m.

(b) Order Entry After 3:45 p.m.

(i) After the publication of a Mandatory MOC/LOC Imbalance Publication pursuant to paragraph (5) below, Exchange systems will only accept MOC and LOC orders that offset the published imbalance and will reject MOC and LOC orders that do not offset the published imbalance (i.e, on the same side of a Mandatory MOC/LOC Imbalance Publication). Specifically, if the Mandatory MOC/LOC Imbalance Publication shows an excess of sell interest over buy interest, only MOC and LOC orders to buy will be accepted; if the Mandatory MOC/LOC Imbalance Publication show an excess of buy interest over sell interest, only MOC and LOC orders to sell will be accepted.

(ii) Where there is no Mandatory MOC/LOC Imbalance Publication, Exchange systems will reject MOC and LOC orders entered after 3:45 p.m.

(iii) CO orders may be entered on both sides of the market up to 4:00 p.m. and are not restricted to offsetting the Mandatory MOC/LOC Imbalance Publication.

(c) Order Entry in the Event of a Trading Halt

(i) Where a Mandatory MOC/LOC Imbalance Publication is published at or after 3:45 p.m., and a Trading Halt occurs after such imbalance publication, Exchange systems will accept MOC and LOC orders that offset the published imbalance and will reject MOC and LOC orders on the same side of a Mandatory MOC/LOC Imbalance.

(ii) When a Trading Halt in a security is in effect at 3:45 p.m. but is lifted prior to the close of trading in the security and a Mandatory MOC/LOC Imbalance Publication is published in connection with or after the reopening of trading in such security, Exchange systems will accept MOC and LOC orders that offset the published imbalance and will reject MOC and LOC orders on the same side of a Mandatory MOC/LOC Imbalance.

(iii) Where there is no Mandatory MOC/LOC Imbalance Publication and a Trading Halt occurs after 3:45 p.m., Exchange systems will reject MOC and LOC orders after 3:45 p.m.

(3) Cancellation of MOC, LOC and CO orders.

(a) Up to 3:45 p.m. MOC, LOC and CO orders may be cancelled or reduced in size for any reason.

(b) Between 3:45 p.m. and 3:58 p.m., MOC, LOC and CO orders may be canceled or reduced in size to correct a legitimate error as that term is defined pursuant to Rule 123C(1)(c).

(c) Except as provided for in Rule 123C(9), after 3:58 p.m., MOC, LOC and CO orders may not be cancelled or adjusted for any reason, including the correction of a legitimate error. Any such cancellations or adjustments entered through Exchange systems will be rejected.

(4) Calculation of MOC and LOC Imbalances

(a) Calculation of Imbalances. MOC and LOC imbalances are calculated as follows:

(i) For purposes of calculating the Mandatory MOC/LOC Imbalance Publication, the term "last sale price" in paragraph (4)(a)(iii) and (iv) below means the last sale in the subject security, as reported to the Consolidated Tape, prior to 3:45 p.m

(ii) For purposes of calculating Informational Imbalances and Order Imbalances, the term "last sale price" in paragraph (4)(a)(iii) and (iv) below means the last sale in the subject security, as reported to the Consolidated Tape prior to the calculation of the Informational Imbalance or the Order Imbalance.

(iii) Buy side closing volume is determined by aggregating all Buy MOC orders and Buy LOC orders priced above the last sale price. Buy LOC orders that are equal to the last sale price are not included in the calculation.

(iv) Sell side closing volume is determined by aggregating all Sell and Sell Short MOC orders and Sell and Sell Short LOC orders priced below the last sale price. Sell and Sell Short LOC orders that are equal to the last sale price are not included in the calculation.

(v) The difference between the Buy side closing volume as determined in paragraph 4(a)(iii)above and the Sell side closing volume as determined in paragraph 4(a)(iv) above is the Buy or Sell Imbalance.

(vi) Buy or Sell Imbalance as determined pursuant to paragraph (4)(a)(v) above will be reduced by the volume of tick sensitive MOC orders and LOC orders and LOC orders priced equal to the last sale to bring the imbalance quantity as close to zero as possible. The volume of tick sensitive MOC and LOC orders eligible to reduce the imbalance shall not cause the imbalance to change to the other side.

(A) In the event of a Buy Imbalance, only Sell Plus MOC orders, [and] Sell Plus LOC orders priced equal to or below the last sale price, and Sell and Sell Short LOC orders priced equal to the last sale will be included to offset the imbalance. Sell Plus MOC and Sell Plus LOC orders will be included to offset the imbalance only if such orders could be executed consistent with the terms of their tick restrictions.

(B) In the event of a Sell Imbalance, only Buy Minus MOC orders, Buy Minus LOC orders priced equal to or above the last sale price, and Buy LOC orders priced equal to the last sale will be included to offset the imbalance. Buy Minus MOC and Buy Minus LOC orders will be included to offset the imbalance only if such orders could be executed consistent with the terms of their tick restrictions.

(5) Publication of Mandatory MOC/LOC and Informational Imbalances.

(a) A Mandatory MOC/LOC Imbalance Publication as defined in (1)(d)(i) above shall be published on the Consolidated Tape as soon as practicable after 3:45 p.m. A Mandatory MOC/LOC Imbalance Publication of less than 50,000 shares as defined in subparagraph (1)(d)(ii) above may be published only with the prior approval of a Floor Official or qualified ICE employee as defined in NYSE Rule 46.10.

(b) An Informational Imbalance Publication as defined in paragraph (1)(b) above in any security may be published on the Consolidated Tape between 3:00 and 3:45 p.m. with the prior approval of a Floor Official or qualified ICE employee as defined in NYSE Rule 46.10.

(i) If an Informational Imbalance Publication is published between 3:00 p.m. and 3:45 p.m., and subsequently there is an imbalance of 50,000 shares or greater, a Mandatory MOC/LOC Imbalance Publication must be published as soon as practicable after 3:45 p.m.

(ii) If an Informational Imbalance Publication is published between 3:00 p.m. and 3:45 p.m., and the requirements for the publication of a Mandatory MOC/LOC Imbalance Publication do not exist at 3:45 p.m., a notice indicating that there is "no imbalance" must be published on the Consolidated Tape as soon as practicable after 3:45 p.m.

(c) When a trading halt in a security is in effect at 3:45 p.m. but is lifted prior to the close of trading in the security, a Mandatory MOC/LOC Imbalance Publication should be published as close to the resumption of trading as practicable.

(6) Publication of Order Imbalance Information Data Feed

(a) Exchange systems may also make available, from time to time, as the Exchange shall determine, Order Imbalance Information prior to the closing of a security on the Exchange.

(i) Order Imbalance Information disseminated prior to the closing transaction is the data feed disseminated by the Exchange of real-time order imbalances that accumulate prior to the closing transaction on the Exchange which includes:

(A) the Mandatory MOC/LOC Imbalance Publication;

(B) a data field indicating the price at which closing-only interest (i.e., MOC orders, marketable LOC orders, and CO orders opposite the imbalance) may be executed in full;

(C) a data field indicating the price at which interest in the Display Book (e.g., Minimum Display Reserve Orders, Floor broker reserve e-Quotes not designated to be excluded from the aggregated agency interest information available to the DMM, d-Quotes and pegged e-Quotes at the price indicated on the order as the base price to be used to calculate the range of discretion and Stop orders) as well as all closing-only inter orders (MOC, marketable LOC, and CO orders opposite the imbalance) may be executed in full; and

(D) if the price at which all closing-only interest in the Display Book is at or between the quote, then data fields pursuant to subparagraphs (6)(a)(i)(B) and (C) above indicating imbalance information will publish the price at which the closing-only interest (MOC orders, marketable LOC orders, and CO orders) may be executed in full.

(ii) In addition, commencing at 3:55 p.m., the Order Imbalance Information disseminated by the Exchange data feed also includes d-Quotes and all other e-Quotes containing pegging instructions eligible to participate in the closing transaction and Stop orders.

(iii) Such Order Imbalance Information will use a reference price to indicate the number of shares that would be needed in the security to close with an equal number of shares on the buy side and the sell side of the market. The Exchange will determine the reference price as follows:

(A) If the best bid for the security on the Exchange is higher than the last sale price for the security, that best bid will serve as the reference price.

(B) If the best offer for the security on the Exchange is lower than the last sale price for the security, that best offer will serve as the reference price.

(C) If the last sale price falls within the Exchange's best bid and offer for the security, the last sale price will serve as the reference price.

(iv) Order Imbalance Information disseminated prior to the close by Exchange systems will be disseminated approximately every five seconds between 3:45 p.m. and 4:00 p.m.

(v) On any day that the scheduled close of trading on the Exchange is earlier than 4:00 p.m., the dissemination of Order Imbalance Information prior to the closing transaction will commence approximately 15 minutes before the scheduled closing time. Order Imbalance Information will be disseminated approximately every five seconds until the scheduled closing time.

(vi) The Mandatory MOC/LOC Imbalance Publication pursuant to paragraph (5)(a) of this Rule above shall be the sole indication that governs the entry of offsetting interest.

(b) Exchange systems shall disseminate between 2:00 p.m. and 3:45 p.m. on any trading day (or beginning two hours prior to the closing transaction until 15 minutes prior to the closing transaction on any day that the scheduled close of trading on the Exchange is earlier than 4:00 p.m.), approximately every 15 seconds, to Floor brokers a data feed that provides the amount of, and any imbalance between, MOC interest and marketable LOC interest to buy and MOC interest and marketable LOC interest to sell, offset by any CO interest available at the reference price or better on the opposite side of the imbalance, in any security in which the Floor broker is representing an order and in any security that the Floor broker specifically requests, except that specific requests for such information do not carry over to the next trading day and must be re-entered.

(7) Order of Execution on the Close

(a) The following orders must be executed in whole or in part in the closing transaction in the order delineated below:

(i) MOC orders that do not have tick restrictions;

(ii) MOC orders that have tick restrictions that limit the execution of the MOC to a price better than the price of the closing transaction;

(iii) Floor broker interest entered manually by the DMM;

(iv) Limit orders better priced than the closing price;

(v) LOC orders that do not have tick restrictions better priced than the closing transaction;

(vi) LOC orders better priced than the closing transaction that have tick restrictions that are capable of being executed based on the closing price; and

(vii) G orders better priced than the closing price.

(b) The following interest may be used to offset a closing imbalance in order delineated below:

(i) Limit orders represented in the Display Book with a price equal to the closing price and DMM interest;

(ii) LOC orders with a price equal to the closing price;

(iii) MOC orders that have tick restrictions that limit the execution of the MOC to the price of the closing transaction;

(iv) LOC orders that have tick restrictions that are capable of being executed based on the closing price and the price of such limit order is equal to the price of the closing transaction;

(v) CO Orders; and

(vi) G orders with a price equal to the closing price.

(8) Closing Prints

(a) Closing prints where there is an order imbalance.

(i) Where there is an imbalance of shares to buy over shares to sell in MOC and/or marketable LOC orders, or vice versa, the imbalance shall, at the close of trading, be executed against orders on the Display Book and/or represented in the Crowd that are opposite to the imbalance.

(A) Market orders and limit orders better priced than the closing price trading against the imbalance amount are guaranteed to participate in the closing transaction.

(B) Limit orders trading against the imbalance amount are not guaranteed an execution in the closing transaction if the price of such limit order is the same as the closing price, but may be included in full or in part at the discretion of the DMM, based on market conditions and the availability of offsetting interest.

(ii) The remaining MOC/LOC buy and MOC/LOC sell orders are paired off against each other at the same price as the imbalance price.

(iii) The imbalance and the paired off transaction shall be reported to the Consolidated Tape as a single transaction.

(iv) Any Stop orders that would be elected based on the closing price will be automatically and systemically converted to market orders and included in the total number of MOC orders to be executed as if the elected Stop orders were MOC orders.

(b) Closing prints where there is no order imbalance. Where the aggregate size of buy MOC and marketable LOC orders in a security equals the aggregate size of sell MOC orders and marketable LOC orders, they shall be stopped against each other and paired off at the price of the last sale on the Exchange just prior to the close of trading in that security on that day.

(9) Extreme Order Imbalances at or Near the Close

(a) To avoid closing price dislocation that may result from an order entered into Exchange systems or represented to a DMM orally at or near the close, the Exchange may temporarily suspend the following:

(1) The hours of operation to permit the solicitation and entry of orders into Exchange systems (Rule 52), provided that:

(i) Such orders are solicited solely to offset any imbalance in a security that may exist as of 4:00 p.m.;

(ii) The Exchange solicits such offsetting interest from both on-Floor and off-Floor participants. Such solicitation requests shall include, at a minimum, the security symbol, the imbalance amount and side, the last sale price, and an order acceptance cut-off time. The order acceptance cut-off time will be a time period designated by the Exchange;

(iii) Any interest entered in response to such solicitations must be: (A) entered no later than the order acceptance cut-off time indicated in the solicitation request; (B) offsetting interest as indicated in the solicitation request; (C) a limit order priced no worse than the last sale; and (D) irrevocable;

(iv) The DMM will close the security the earlier of the order acceptance cut-off time or if the imbalance is paired off at or reasonably contiguous to the last sale price. For purposes of this Rule, a price reasonably contiguous to the last sale price is within cents of the last sale price and would be a price point that during a regular closing auction would not be considered a dislocating closing price as compared to the last sale price. All offsetting interest solicited pursuant to this section of the Rule will be executed consistent with Rule 72(c); and

(v) A Floor broker may represent offsetting interest pursuant to this rule without first entering the details of the order into a designated Exchange database, as required by NYSE Rule 123, so long as such orders are entered into a designated Exchange database on an "as of" basis immediately following execution of the order.

(2) The prohibition on canceling or reducing an MOC or LOC order after 3:58 p.m. (Rule 123C(3), provided that:

(i) The cancellation or reduction is necessary to correct a legitimate error; and

(ii) Execution of such an MOC or LOC order would cause significant price dislocation at the close.

(b) Only the DMM assigned to a particular security may request a temporary suspension under section (9)(a) of this Rule. A determination to declare such a temporary suspension may be made after 4 p.m. (or earlier, in the case of an earlier scheduled close) and will be made on a security-by-security basis. Such determination, as well as any entry or cancellation of orders or closing of a security under section (9)(a) of this Rule, must be supervised and approved by either an Executive Floor Governor or a qualified ICE employee, as defined under Rule 46(b)(v), and supervised by a qualified Exchange Officer, as defined in NYSE Rule 48(d). Factors that may be considered when making such a determination include, but are not limited to, when the order(s) that impacted the imbalance were entered into Exchange systems or orally represented to the DMM, the impact of such order(s) on the closing price of the security, the volatility of the security during the trading session, and the ability of the DMM to commit capital to dampen the price dislocation.

(c) A temporary suspension under section (9)(a) of this Rule is in effect only for the particular security for which such suspension has been granted and for that trading day.

• • • Supplementary Material: ------------------

.10 Closings may be effectuated manually or electronically (see Rule 104(b)).

.20 For purposes of Rule 123C(7)(b), short sale orders for a covered security during a period when a Short Sale Price Test (as provided for in Rule 440B) is in effect, shall be treated as orders that have tick restrictions. The term "covered security" shall have the same meaning as such term has in Rule 201 of Regulation SHO.

.30 During a Short Sale Period (as provided for in Rule 440B(d)), Sell Short MOC and LOC orders will not be included in the Sell side closing volume, as currently provided for in Rule 123C(4)(a)(iv). During a Short Sale Period, in addition to the interest specified in Rule 123C(4)(a)(vi)(A), all Sell Short MOC and LOC interest priced equal to or below the last sale price will be included to offset the Buy Imbalance.

.40 If not otherwise specified, when the scheduled close of trading is before 4:00 p.m., the times specified in this Rule 123C shall be adjusted based on the early scheduled closing time and references to 4:00 p.m. shall mean the early scheduled close, 3:00 p.m. shall mean one hour before the early scheduled close, 3:45 p.m. shall mean 15 minutes before the early scheduled close, 3:55 p.m. shall mean five minutes before the early scheduled close, and 3:58 p.m. shall mean two minutes before the early scheduled close.

Adopted: October 1, 2002, effective August 10, 2002 (NYSE-2002-31).

Amended: September 14, 2005 (NYSE-2005-54); March 29, 2006 (NYSE-2005-86); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); October 31, 2007 (NYSE-2007-96); February 1, 2008 (NYSE-2007-62); March 7, 2008 (NYSE-2008-03); May 23, 2008 (NYSE-2008-41); October 24, 2008 (NYSE-2008-46); January 22, 2009 (NYSE-2008-119); February 3, 2009 (NYSE-2009-10); March 17, 2009 (NYSE-2009-29); April 13, 2009 (NYSE-2009-18); April 23, 2009 (NYSE-2009-41); June 19, 2009 (NYSE-2009-49); September 1, 2009 (NYSE-2009-85); October 9, 2009 (NYSE-2009-104); December 23, 2009 (NYSE-2009-126); December 31, 2009 (NYSE-2009-131); February 22, 2010 (NYSE-2010-08); March 1, 2010 (NYSE-2009-111); March 1, 2010 (NYSE-2010-11); March 1, 2010 (NYSE-2010-12); June 4, 2010 (NYSE-2010-42); September 15, 2010 (NYSE-2010-20); December 14, 2010 (NYSE-2010-79); December 14, 2010 (NYSE-2010-75); December 29, 2010 (NYSE-2010-84); February 11, 2011 (NYSE-2011-03); February 25, 2011 (NYSE-2011-06); February 15, 2012 (NYSE-2012-03); August 17, 2012 (NYSE-2012-19); November 15, 2012 (NYSE-2012-62); November 21, 2012 (NYSE-2012-63); February 7, 2013 (NYSE-2013-12); August 15, 2013 (NYSE-2013-42); December 16, 2013 (NYSE-2013-79); January 7, 2014 (NYSE-2013-84); May 13, 2014 (NYSE-2014-23).