Notice2021-13916
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Modify Certain Pricing Limitations for Companies Listing in Connection With a Direct Listing Primary Offering
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 30, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 123 (Wednesday, June 30, 2021)</title>
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[Federal Register Volume 86, Number 123 (Wednesday, June 30, 2021)]
[Notices]
[Pages 34815-34819]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-13916]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92256; File No. SR-NASDAQ-2021-045]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To Modify Certain Pricing
Limitations for Companies Listing in Connection With a Direct Listing
Primary Offering
June 24, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on June 11, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to modify certain pricing limitations for
companies listing in connection with a Direct Listing primary offering
in which the company will sell shares itself in the opening auction on
the first day of trading on Nasdaq.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rules">https://listingcenter.nasdaq.com/rulebook/nasdaq/rules</a>, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
[[Page 34816]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Nasdaq recently adopted Listing Rule IM-5315-2 to permit a company
to list in connection with a primary offering in which the company will
sell shares itself in the opening auction on the first day of trading
on the Exchange (a ``Direct Listing with a Capital Raise''); \3\
created a new order type (the ``CDL Order''), which is used during the
Nasdaq Halt Cross (the ``Cross'') for the shares offered by the company
in a Direct Listing with a Capital Raise; and established requirements
for disseminating information, establishing the opening price and
initiating trading through the Cross in a Direct Listing with a Capital
Raise.\4\ For a Direct Listing with a Capital Raise, Nasdaq rules
currently require that the actual price calculated by the Cross be at
or above the lowest price and at or below the highest price of the
price range established by the issuer in its effective registration
statement (the ``Pricing Range Limitation'').
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\3\ A Direct Listing with a Capital Raise includes situations
where either: (i) Only the company itself is selling shares in the
opening auction on the first day of trading; or (ii) the company is
selling shares and selling shareholders may also sell shares in such
opening auction.
\4\ See Securities Exchange Act Release No. 91947 (May 19,
2021), 86 FR 28169 (May 25, 2021) (the ``Approval Order'').
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Nasdaq now proposes to modify the Pricing Range Limitation such
that a Direct Listing with a Capital Raise can be executed in the Cross
at a price that is at or above the price that is 20% below the lowest
price and at or below the price that is 20% above the highest price of
the price range established by the issuer in its effective registration
statement.\5\ In addition, Nasdaq proposes to modify the Pricing Range
Limitation such that a Direct Listing with a Capital Raise can be
executed in the Cross at a price above the price that is 20% above the
highest price of such price range, provided that the company has
certified to Nasdaq that such price would not materially change the
company's previous disclosure in its effective registration statement.
Nasdaq also proposes to make related conforming changes.
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\5\ References in this proposal to the price range established
by the issuer in its effective registration statement are to the
price range disclosed in the prospectus in such registration
statement. Separately, as explained in more details below, Nasdaq
proposes to prescribe that the 20% threshold will be calculated
using the high end of the price range in the prospectus at the time
of effectiveness and may be measured from either the high end (in
the case of an increase in the price) or low end (in the case of a
decrease in the price) of that range.
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Listing Rule IM-5315-2 requires that securities listing in
connection with a Direct Listing with a Capital Raise must begin
trading on Nasdaq following the initial pricing through the Cross,
which is described in Rules 4120(c)(9) and 4753. Rule 4120(c)(9)
requires that in the case of a Direct Listing with a Capital Raise, for
purposes of releasing securities for trading on the first day of
listing, Nasdaq, in consultation with the financial advisor to the
issuer, will make the determination of whether the security is ready to
trade.
Currently, in the case of the Direct Listing with a Capital Raise,
a security is not released for trading by Nasdaq unless the actual
price calculated by the Cross is at or above the lowest price and at or
below the highest price of the price range established by the issuer in
its effective registration statement.\6\ Specifically, under Rule
4120(c)(9)(B) Nasdaq shall release the security for trading only if:
(i) All market orders will be executed in the Cross; and (ii) the
actual price calculated by the Cross complies with the Pricing Range
Limitation.
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\6\ See Rule 4120(c)(9)(B).
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If there is insufficient buy interest to satisfy the CDL Order and
all other market orders, as required by the rule, or if the actual
price calculated by the Cross is outside the price range established by
the issuer in its effective registration statement, the Cross would not
proceed and such security would not begin trading. Nasdaq shall
postpone and reschedule the offering only if either or both such
conditions are not met. In such event, because the Cross cannot be
conducted, the Exchange would postpone and reschedule the offering and
notify market participants via a Trader Update that the Direct Listing
with a Capital Raise scheduled for that date has been cancelled and any
orders for that security that have been entered on the Exchange would
be cancelled back to the entering firms.
Proposed Change to Rule 4120(c)(9)
While many companies are interested in alternatives to the
traditional IPOs, based on conversations with companies and their
advisors Nasdaq believes that there may be a reluctance to use the
existing Direct Listing with a Capital Raise rules because of concerns
about the Pricing Range Limitation.
One potential benefit of a Direct Listing with a Capital Raise as
an alternative to a traditional IPO is that it could maximize the
chances of more efficient price discovery of the initial public sale of
securities for issuers and investors. Unlike an IPO where the offering
price is informed by underwriter engagement with potential investors to
gauge interest in the offering, but ultimately decided through
negotiations between the issuer and the underwriters for the offering,
in a Direct Listing with a Capital Raise the initial sale price is
determined based on market interest and the matching of buy and sell
orders in an auction open to all market participants. In that regard,
in the Approval Order the Commission stated that:
The opening auction in a Direct Listing with a Capital Raise
provides for a different price discovery method for IPOs which may
reduce the spread between the IPO price and subsequent market
trades, a potential benefit to existing and potential investors. In
this way, the proposed rule change may result in additional
investment opportunities while providing companies more options for
becoming publicly traded.\7\
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\7\ See Approval Order, 86 FR at 28177.
A successful initial public offering of shares requires sufficient
investor interest. If an offering cannot be completed due to lack of
investor interest, there is likely to be a substantial amount of
negative publicity for the company and the offering may be delayed or
cancelled. The Pricing Range Limitation imposed on a Direct Listing
with a Capital Raise (but not on a traditional IPO) increases the
probability of such a failed offering because the offering cannot
proceed without some delay not only for the lack of investor interest,
but also if investor interest is greater than the company and its
advisors anticipated. In the Approval Order, the Commission noted a
frequent academic observation of traditional firm commitment
underwritten offerings that the IPO price, established through
negotiation between the underwriters and the issuer, is often lower
than the price that the issuer could have obtained for the securities,
based on a comparison of the IPO price to the closing price on the
first day of trading.\8\ Nasdaq believes that the price range in a
company's effective registration statement for a Direct Listing with a
Capital Raise would similarly be determined by the company and its
advisors and, therefore, there may be instances of offerings where the
price determined by the Nasdaq opening auction will exceed the highest
price of the price range in the company's effective registration
statement.
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\8\ See Approval Order, footnote 91.
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As explained above, under the existing rule a security subject to a
[[Page 34817]]
Direct Listing with a Capital Raise cannot be released for trading by
Nasdaq if the actual price calculated by the Cross is above the highest
price of the price range established by the issuer in its effective
registration statement. In this case, Nasdaq would have to cancel or
postpone the offering until the company amends its effective
registration statement. At a minimum, such a delay exposes the company
to market risk of changing investor sentiment in the event of an
adverse market event. In addition, as explained above, the
determination of the public offering price of a traditional IPO is not
subject to limitations similar to the Pricing Range Limitation for a
Direct Listing with a Capital Raise, which, in Nasdaq's view, could
make companies reluctant to use this alternative method of going public
despite its expected potential benefits.
Accordingly, Nasdaq proposes to modify the Pricing Range Limitation
such that in the case of the Direct Listing with a Capital Raise, a
security shall not be released for trading by Nasdaq unless the actual
price at which the Cross would occur is at or above the price that is
20% below the lowest price of the price range established by the issuer
in its effective registration statement and at or below the price that
is 20% above the highest price of the price range. In other words,
Nasdaq would release the security for trading, provided all other
necessary conditions are satisfied, even if the actual price calculated
by the Cross is outside the price range established by the issuer in
its effective registration statement; provided however that the actual
price cannot be more than 20% below the lowest price or more than 20%
above the highest price of such range; and the company specified the
quantity of shares registered, as permitted by Securities Act Rule 457,
as explained below. In addition, there would be no limitation on
releasing the security for trading at a price above the price that is
20% above the highest price of the price range established by the
issuer in its effective registration statement if the company has
certified to Nasdaq that such offering price would not materially
change the company's previous disclosure in its effective registration
statement.
Nasdaq believes that this approach is consistent with SEC Rule 430A
and question 227.03 of the SEC Staff's Compliance and Disclosure
Interpretations, which generally allow a company to price a public
offering 20% outside of the disclosed price range without regard to the
materiality of the changes to the disclosure contained in the company's
registration statement.\9\ Nasdaq believes such guidance also allows
deviation above the price range beyond the 20% threshold if such change
or deviation does not materially change the previous disclosure.
Accordingly, Nasdaq believes that a company listing in connection with
a Direct Listing with a Capital Raise can specify the quantity of
shares registered, as permitted by Securities Act Rule 457, and, when
an auction prices outside of the disclosed price range, use a Rule
424(b) prospectus, rather than a post-effective amendment, when either
(i) the 20% threshold noted in Rule 430A is not exceeded, regardless of
the materiality or non-materiality of resulting changes to the
registration statement disclosure that would be contained in the Rule
424(b) prospectus, or (ii) when there is a deviation above the price
range beyond the 20% threshold noted in Rule 430A if such deviation
would not materially change the previous disclosure, in each case
assuming the number of shares issued is not increased from the number
of shares disclosed in the prospectus. Consistent with the Commission's
Staff guidance on Rule 430A, Nasdaq proposes to prescribe that this 20%
threshold will be calculated using the high end of the price range in
the prospectus at the time of effectiveness and may be measured from
either the high end (in the case of an increase in the price) or low
end (in the case of a decrease in the price) of that range.
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\9\ Securities Act Rule 457 permits issuers to register
securities either by specifying the quantity of shares registered,
pursuant to Rule 457(a), or the proposed maximum aggregate offering
amount. Nasdaq expects that companies selling shares through a
Direct Listing with a Capital Raise will register securities by
specifying the quantity of shares registered and not a maximum
offering amount. See also Compliance & Disclosure Interpretation of
Securities Act Rules #227.03 at <a href="https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm">https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm</a>.
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Finally, given that, as proposed, there may be a Direct Listing
with a Capital Raise that could price outside the price range of the
company's effective registration statement and that there may be no
upside limit above which the Cross could not proceed, in each instance
of a Direct Listing with a Capital Raise, Nasdaq will issue an industry
wide trader alert \10\ to inform the market participants that the
auction could price up to 20% below the lowest price of the price range
in the company's effective registration statement and specify what that
price is. Nasdaq will also indicate in such trader alert whether or not
there is an upside limit above which the Cross could not proceed, based
on the company's certification, as described above. If there is no
upside limit, Nasdaq will caution the market participants about the use
of market orders explaining that unlike a limit order a market order
can be executed at any price determined by the Cross.
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\10\ Trader alert is an industry wide subscription based free
service provided by Nasdaq.
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Proposed Conforming Changes to Listing Rule IM-5315-2
Listing Rule IM-5315-2 allows a company that has not previously had
its common equity securities registered under the Act to list its
common equity securities on the Nasdaq Global Select Market at the time
of effectiveness of a registration statement pursuant to which the
company itself will sell shares in the opening auction on the first day
of trading on the Exchange.
Listing Rule IM-5315-2 provides that in determining whether a
company listing in connection with a Direct Listing with a Capital
Raise satisfies the Market Value of Unrestricted Publicly Held Shares
\11\ for initial listing on the Nasdaq Global Select Market, the
Exchange will deem such company to have met the applicable requirement
if the amount of the company's Unrestricted Publicly Held Shares before
the offering along with the market value of the shares to be sold by
the company in the Exchange's opening auction in the Direct Listing
with a Capital Raise is at least $110 million (or $100 million, if the
company has stockholders' equity of at least $110 million).
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\11\ See Listing Rules 5005(a)(23) and 5005(a)(45).
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Listing Rule IM-5315-2 further provides that, for this purpose, the
Market Value of Unrestricted Publicly Held Shares will be calculated
using a price per share equal to the lowest price of the price range
disclosed by the issuer in its effective registration statement.
Because Nasdaq proposes to allow the opening auction to price up to
20% below the lowest price of the price range established by the issuer
in its effective registration statement, Nasdaq proposes to make a
conforming change to Listing Rule IM-5315-2 to provide that the price
used to determine such company's compliance with the Market Value of
Unrestricted Publicly Held Shares is the price per share equal to the
price that is 20% below the lowest price of the price range disclosed
by the issuer in its effective registration statement as this is the
minimum price at which the company could qualify to be listed. Nasdaq
will determine that the company has met the applicable bid
[[Page 34818]]
price and market capitalization requirements based on the same per
share price.
Any company listing in connection with a Direct Listing with a
Capital Raise would continue to be subject to, and required to meet,
all other applicable initial listing requirements, including the
requirements to have the applicable number of shareholders and at least
1,250,000 Unrestricted Publicly Held Shares outstanding at the time of
initial listing, and the requirement to have a price per share of at
least $4.00 at the time of initial listing.\12\
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\12\ See Listing Rules 5315(f)(1), (e)(1) and (2), respectively.
Rule 5315(f)(1) requires a security to have: (A) At least 550 total
holders and an average monthly trading volume over the prior 12
months of at least 1,100,000 shares per month; or (B) at least 2,200
total holders; or (C) a minimum of 450 round lot holders and at
least 50% of such round lot holders must each hold unrestricted
securities with a market value of at least $2,500.
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Proposed Conforming Changes to Rules 4753(a)(3)(A) and 4753(b)(2)
Nasdaq proposes to amend Rules 4753(a)(3)(A) and 4753(b)(2) to
conform the requirements for disseminating information and establishing
the opening price through the Cross in a Direct Listing with a Capital
Raise to the proposed amendment to allow the opening auction to price
as much as 20% below the lowest price of the price range established by
the issuer in its effective registration statement.
Specifically, Nasdaq proposes changes to Rules 4753(a)(3)(A) and
4753(b)(2) to make adjustments to the calculation of the Current
Reference Price, which is disseminated in the Nasdaq Order Imbalance
Indicator, in the case of a Direct Listing with a Capital Raise and for
how the price at which the Cross will execute. These rules currently
provide that where there are multiple prices that would satisfy the
conditions for determining a price, the fourth tie-breaker for a Direct
Listing with a Capital Raise is the price that is closest to the lowest
price of the price range disclosed by the issuer in its effective
registration statement.
To conform these rules to the modification of the Pricing Range
Limitation change, as described above, Nasdaq proposes to modify the
fourth tie-breaker for a Direct Listing with a Capital Raise, to use
the price closest to the price that is 20% below the lowest price of
the price range disclosed by the issuer in its effective registration
statement.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ in particular, in that it is 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, and, in general to protect investors and the public
interest.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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Nasdaq believes that the proposed amendment to modify the Pricing
Range Limitation is consistent with the protection of investors because
this approach is not substantively different from pricing of an IPO
where an issuer is permitted to price outside of the price range
disclosed by the issuer in its effective registration statement in
accordance with the SEC's Staff guidance, as described above.
Specifically, Nasdaq believes that a company listing in connection with
a Direct Listing with a Capital Raise can specify the quantity of
shares registered, as permitted by Securities Act Rule 457, and, when
an auction prices outside of the disclosed price range, use a Rule
424(b) prospectus, rather than a post-effective amendment, when either
(i) the 20% threshold noted in Rule 430A is not exceeded, regardless of
the materiality or non-materiality of resulting changes to the
registration statement disclosure that would be contained in the Rule
424(b) prospectus, or (ii) when there is a deviation above the price
range beyond the 20% threshold noted in Rule 430A if such deviation
would not materially change the previous disclosure, in each case
assuming the number of shares issued is not increased from the number
of shares disclosed in the prospectus. As a result, Nasdaq will allow
the Cross to take place as low as 20% below the lowest price of the
price range disclosed by the issuer in its effective registration
statement, but no lower, and so this is the minimum price at which the
company could be listed. In addition, to better inform investors and
market participants, Nasdaq will issue an industry wide trader alert to
inform the participants that the auction could price up to 20% below
the lowest price of the price range in the company's effective
registration statement and specify what that price is. Nasdaq will also
indicate in such trader alert whether or not there is an upside limit
above which the Cross could not proceed, based on the company's
certification, as described above. If there is no upside limit, Nasdaq
will caution the market participants about the use of market orders
explaining that unlike a limit order a market order can be executed at
any price determined by the Cross.
Nasdaq believes that the Commission Staff has already concluded
that such pricing is appropriate for a company conducting an initial
public offering notwithstanding it being outside of the range stated in
an effective registration statement, and investors have become familiar
with this approach at least since the Commission Staff last revised
Compliance and Disclosure Interpretation 227.03 in January 2009.\15\
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\15\ <a href="https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm">https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm</a>.
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Nasdaq believes that the proposed amendments to Listing Rule IM-
5315-2 and Rules 4753(a)(3)(A) and 4753(b)(2) to conform these rules to
the modification of the Pricing Range Limitation is consistent with the
protection of investors. These amendments would simply substitute
Nasdaq's reliance on the price equal to the lowest price of the price
range disclosed by the issuer in its effective registration statement
to the price that is 20% below such lowest price. In the case of
Listing Rule IM-5315-2, a company listing in connection with a Direct
Listing with a Capital Raise would still need to meet all applicable
initial listing requirements based on the price that is 20% below the
lowest price of the price range disclosed by the issuer in its
effective registration statement. In the case of the Rules
4753(a)(3)(A) and 4753(b)(2) such price, which is the minimum price at
which the Cross will occur, will serve as the fourth tie-breaker where
there are multiple prices that would satisfy the conditions for
determining the auction price, as described above.
Nasdaq also believes that the proposal, by eliminating an
impediment to companies using a Direct Listing with a Capital Raise,
will help removing potential impediments to free and open markets
consistent with Section 6(b)(5) of the Exchange Act while also
supporting capital formation.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The proposed amendments would
not impose any burden on competition, but would rather increase
competition. Nasdaq believes that allowing listing venues to improve
their rules enhances competition among exchanges. Nasdaq also believes
that this proposed change will give issuers interested in this
[[Page 34819]]
pathway to access the capital markets additional flexibility in
becoming a public company, and in that way promote competition among
service providers, such as underwriters and other advisors, to such
companies.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
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 up to 90 days (i) as the
Commission may designate 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 is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#ea989f868fc7898587878f849e99aa998f89c48d859c"><span class="__cf_email__" data-cfemail="8cfef9e0e9a1efe3e1e1e9e2f8ffccffe9efa2ebe3fa">[email protected]</span></a>. Please include
File Number SR-NASDAQ-2021-045 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2021-045. 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 website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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 website 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 such filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NASDAQ-2021-045, and should be submitted
on or before July 21, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-13916 Filed 6-29-21; 8:45 am]
BILLING CODE 8011-01-P
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