Notice2022-14064
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Fees Concerning Enterprise Licenses at Equity 7, Section 123(c)
Primary source
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Published
July 1, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 126 (Friday, July 1, 2022)</title>
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[Federal Register Volume 87, Number 126 (Friday, July 1, 2022)]
[Notices]
[Pages 39569-39573]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-14064]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95164; File No. SR-NASDAQ-2022-037]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the Exchange's Fees Concerning Enterprise Licenses at Equity 7,
Section 123(c)
June 27, 2022.
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 14, 2022, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
[[Page 39570]]
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III, 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 amend the Exchange's fees to add two new
features to the enterprise licenses at Equity 7, Section 123(c). First,
the Exchange proposes to expand the enterprise license at Section
123(c)(1), which currently allows External Distribution of TotalView
only to Non-Professional Subscribers with whom the firm has a brokerage
relationship, to also include distribution of data externally to
Professionals for no additional fees beyond the per Subscriber charges
already set forth in that section. Second, the Exchange proposes to
allow a purchaser of any of the TotalView enterprise license options
listed at Section 123(c) to deliver TotalView using an Enhanced Display
Solution for the same per Subscriber fees paid by any other purchaser
of the Section 123(c) enterprise licenses. The Proposal also includes a
number of technical and conforming changes, described in further detail
below.
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.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
As explained above, the Exchange proposes to add two new features
to the enterprise licenses at Equity 7, Section 123(c).
First, the Exchange proposes to expand the enterprise license at
Section 123(c)(1), which currently allows External Distribution of
TotalView only to Non-Professional Subscribers with whom the firm has a
brokerage relationship, to also include distribution of data externally
to Professionals for no additional fees beyond the per Subscriber
charges already set forth in that section.
Second, the Exchange proposes to allow a purchaser of any of the
TotalView enterprise license options listed at Section 123(c) to
deliver TotalView using an Enhanced Display Solution for the same per
Subscriber fees paid by any other purchaser of the Section 123(c)
enterprise licenses.
The Exchange also proposes two sets of conforming changes. First,
Nasdaq proposes to remove the $100,000 enterprise license at Section
123(c)(2) as redundant. The newly-modified $25,000 enterprise license
at Section 123(c)(1) will have exactly the same features as the current
$100,000 at Section 123(c)(2), rendering the latter unnecessary.
Second, the Exchange proposes a few conforming changes related to
paragraph numbering and presentation, discussed in detail below.\3\
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\3\ See infra note 17.
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Products and Current Fees
Nasdaq TotalView
Nasdaq TotalView provides customers with all orders and quotes from
Nasdaq members displayed in the Nasdaq Market Center, as well as the
aggregate size of such orders and quotes at each price level executed
at the Nasdaq Market Center, with respect to stocks listed on Nasdaq
and those listed on NYSE, NYSE American, and regional exchanges.\4\
Customers that purchase TotalView also receive the Net Order Imbalance
Indicator (``NOII''), a supply and demand monitor that provides
information leading up to key liquidity events such as the Open, Close,
Halt Resumptions, and Initial Public Offerings (``IPOs'').\5\ For IPOs,
NOII shows the details of all orders during the pre-IPO quoting period
and the number of shares and orders that would execute if the cross
were to occur at an indicative price and time.
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\4\ See Equity 7, Section 123 (a)(1)(B) (``Nasdaq TotalView
means, with respect to stocks listed on Nasdaq and on an exchange
other than Nasdaq, all orders and quotes from all Nasdaq members
displayed in the Nasdaq Market Center as well as the aggregate size
of such orders and quotes at each price level in the execution
functionality of the Nasdaq Market Center.''). Nasdaq TotalView is
one of two Depth-of-Book feeds. The other is Nasdaq Level 2. See
Section 123(a)(1) (defining Depth-of-Book as ``data feeds containing
price quotations at more than one price level,'' and identifying the
two Depth-of-Book fees as Nasdaq Level 2 and Nasdaq TotalView); see
also Nasdaq TotalView (product description), available at <a href="https://www.nasdaq.com/solutions/nasdaq-totalview">https://www.nasdaq.com/solutions/nasdaq-totalview</a>.
\5\ See Securities Exchange Act Release No. 79863 (January 23,
2017), 82 FR 8632 (January 27, 2017) (SR-NASDAQ-2017-004).
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Customers that purchase Nasdaq TotalView pay per Subscriber fees as
set forth at Equity 7, Section 123(b)(2). In the alternative, Nasdaq
offers customers the option of lowering their costs by purchasing one
of three different enterprise licenses.
The first of these three, set forth in Section 123(c)(1), permits
the dissemination of Nasdaq TotalView for Display Usage for Internal
Distribution, or for External Distribution to Non-Professional
Subscribers with whom the firm has a brokerage relationship, for a
monthly fee of $25,000, plus Professional and Non-Professional
Subscriber fees.\6\
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\6\ See Equity 7, Section 123 (c)(1) (``A Distributor that is
also a broker-dealer pays a monthly fee of $25,000 for the right to
provide Nasdaq TotalView for Display Usage for Internal
Distribution, or for External Distribution to Non-Professional
Subscribers with whom the firm has a brokerage relationship. This
Enterprise License fee shall be in addition to a monthly fee of $9
for each Non-Professional Subscriber and a monthly fee of $60 for
each Professional Subscriber for Display Usage based upon Direct or
Indirect Access.'').
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The second, at Section 123(c)(2), permits dissemination of Nasdaq
TotalView for Display Usage for Internal Distribution, as well as
External Distribution to both Professional and Non-Professional
Subscribers with whom the firm has a brokerage relationship.\7\ The
monthly fee for this license is $100,000, plus Professional and Non-
Professional Subscriber fees. The key difference between the first and
second licenses is the latter allows External Distribution to
Professionals.
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\7\ See Equity 7, Section 123 (c)(2) (``A Distributor that is
also a broker-dealer pays a monthly fee of $100,000 for the right to
provide Nasdaq TotalView for Display Usage for Internal
Distribution, or for External Distribution to both Professional and
Non-Professional Subscribers with whom the firm has a brokerage
relationship. This Enterprise License fee shall be in addition to a
monthly fee of $9 for each Non-Professional Subscriber and a monthly
fee of $60 for each Professional Subscriber for Display Usage based
upon Direct or Indirect Access.'').
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The third, at Section 123(c)(3), permits Internal and External
Distribution to both Professional and Non-Professional Subscribers with
whom the firm has a brokerage relationship for a monthly fee of
$500,000.\8\ The key difference between
[[Page 39571]]
the third enterprise license and the first two is that the third has no
Professional or Non-Professional Subscriber fees.
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\8\ See Section 123 (c)(3) (``As an alternative to subsections
(1) and (2) above, a Distributor that is also a broker-dealer may
pay a monthly fee of $500,000 to provide Nasdaq Level 2 or Nasdaq
TotalView for Display Usage by Professional or Non-Professional
Subscribers with whom the firm has a brokerage relationship. This
Enterprise License shall not apply to relevant Level 1 or Depth
Distributor fees.'').
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Enhanced Display Solution
An Enhanced Display Solution (``EDS'') allows the purchaser to
display Depth-of-Book data and connect to an Application Programming
Interface (``API'') that allows users to export data to a display
application of their choosing.\9\ EDS is available for Display Usage
\10\ only, and may not be used for Non-Display \11\ purposes.\12\
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\9\ See Securities Exchange Act Release No. 80015 (February 10,
2017), 82 FR 10944 (February 16, 2017) (SR-NASDAQ-2017-007).
\10\ See Equity 7, Section 123(a)(2)(A) (``Display Usage means
any method of accessing Depth-of-Book data that involves the display
of such data on a screen or other visualization mechanism for access
or use by a natural person or persons . . . '').
\11\ See Equity 7, Section 123(a)(2)(B) (``Non-Display Usage
means any method of accessing Depth-of-Book data that involves
access or use by a machine or automated device without access or use
of a display by a natural person or persons.'').
\12\ See Securities Exchange Act Release No. 73807 (December 10,
2014), 79 FR 74784 (December 16, 2014) (SR-NASDAQ-2014-117) (``While
Distributors are not required to technically control against non-
display usage (due to the difficulty of achieving such control), the
Distributor is required to restrict non-display usage contractually
by including such restrictions in any agreements with recipients of
the Information.''); see also Nasdaq, US Equities and Options Data
Policies at 20-21, available at <a href="http://www.nasdaqtrader.com/content/AdministrationSupport/Policy/USEquitiesandOptionsDataPolicies.pdf">http://www.nasdaqtrader.com/content/AdministrationSupport/Policy/USEquitiesandOptionsDataPolicies.pdf</a>.
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Customers that wish to purchase EDS pay a Distributor fee \13\ and
a per Subscriber fee.\14\ EDS may also be purchased through an
enterprise license for $33,500 per month.\15\
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\13\ See Equity 7, Section 126(a)(1). The Distributor fee is
based on the number of users, as follows: $4,000/month for 1-399
users; $7,500/month for 400-999 users; $15,000/month for 1,000
users.
\14\ The per Subscriber fee is $80 per month for Professionals,
and the underlying rate for Nasdaq Level 2 or TotalView for Non-
Professionals. See Equity 7, Section 126(a)(1)(B).
\15\ See Equity 7, Section 126(a)(1)(C) (``EDS Distributors may
elect to purchase an Enterprise License for $33,500 per month. Such
Enterprise License shall entitle the EDS Distributor to distribute
to an unlimited number of Professional EDS Subscribers for a monthly
fee of $76 for TotalView and/or Level 2, notwithstanding the fees
set forth in subsection (B) above.'').
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Proposed Changes
As explained above, the Exchange proposes to add two features to
the enterprise licenses at Equity 7, Section 123(c).
First, the Exchange proposes to expand the enterprise license at
Section 123(c)(1), which currently allows External Distribution of
TotalView only to Non-Professional Subscribers with whom the firm has a
brokerage relationship, to allow distribution of data externally to
Professionals as well as Non-Professionals. The Exchange will charge no
additional fees for this external distribution beyond the per
Subscriber charges already set forth in that section. To accomplish
this, the Exchange proposes to add Professional Subscribers to the list
of users eligible for External Distribution in that subsection.
Second, the Exchange proposes to allow a purchaser of any of the
TotalView enterprise license options listed at Section 123(c) to
deliver TotalView using EDS for the same per Subscriber fee paid by a
purchaser of any of the Section 123(c) enterprise licenses. Under the
current rule, Distributors that subscribe to the enterprise depth fees
at Section 123(c) are exempt from paying EDS Distributor fees.\16\ The
proposed change is to add a clause exempting such purchasers from the
EDS per Subscriber fees as well. Such customers would pay only the
applicable per Subscriber fees set forth in Section 123(c).
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\16\ See Equity 7, Section 126(a)(1)(A).
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As a conforming change, the Exchange proposes to remove the
$100,000 enterprise license at Section 123(c)(2) as redundant. As
explained above, the newly modified $25,000 enterprise license at
Section 123(c)(1) will have exactly the same features that the $100,000
at Section 123(c)(2) has currently, rendering the latter unnecessary.
The Proposal also includes a number of other minor conforming changes
to paragraph numbering and presentation.\17\
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\17\ The Exchange proposes the following additional conforming
changes: (i) change the numbering of current subparagraph 123(c)(3)
to 123(c)(2) to reflect removal of the current $100,000 enterprise
license and to remove references to the former paragraph; (ii)
substitute the word ``license'' for ``depth'' at Section
126(a)(1)(A) as a more accurate description of the license at
Section 123(c); and (iii) remove the asterisk from Section 123(c),
given that the modified subsection no longer applies solely to
Distributor fees.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\18\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\19\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees, and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\18\ See 15 U.S.C. 78f(b).
\19\ See 15 U.S.C. 78f(b)(4) and (5).
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The proposed changes are reasonable in several respects. As a
threshold matter, the Exchange is subject to significant competitive
forces in the market for order flow, which constrains its pricing
determinations. The fact that the market for order flow is competitive
has long been recognized by the courts. In NetCoalition v. Securities
and Exchange Commission, the D.C. Circuit stated, ``[n]o one disputes
that competition for order flow is `fierce.' . . . As the SEC
explained, `[i]n the U.S. national market system, buyers and sellers of
securities, and the broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers' . . . . '' \20\ Market data, often mistakenly characterized as
the ``exhaust'' of an exchange, is related to order flow because it
advertises liquidity available on the exchange, which encourages firms
to send more order flow to the exchange.
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\20\ See NetCoalition, 615 F.3d at 539 (D.C. Cir. 2010) (quoting
Securities Exchange Act Release No. 59039 (December 2, 2008), 73 FR
74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-21)).
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The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention to determine
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, the Commission highlighted the importance of market forces in
determining prices and SRO revenues, and also recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \21\
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\21\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
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Congress directed the Commission to ``rely on `competition,
whenever possible, in meeting its regulatory responsibilities for
overseeing the SROs and the national market system.' '' \22\ As a
result, the Commission has historically relied on competitive forces to
determine whether a fee proposal is equitable, fair, reasonable, and
not unreasonably or unfairly discriminatory.
[[Page 39572]]
``If competitive forces are operative, the self-interest of the
exchanges themselves will work powerfully to constrain unreasonable or
unfair behavior.'' \23\ Accordingly, ``the existence of significant
competition provides a substantial basis for finding that the terms of
an exchange's fee proposal are equitable, fair, reasonable, and not
unreasonably or unfairly discriminatory.'' \24\ In its 2019 guidance on
fee proposals, Commission staff indicated that they would look at
factors beyond the competitive environment, such as cost, only if a
``proposal lacks persuasive evidence that the proposed fee is
constrained by significant competitive forces.'' \25\
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\22\ See NetCoalition, 615 F.3d at 534-35; see also H.R. Rep.
No. 94-229 at 92 (1975) (``[I]t is the intent of the conferees that
the national market system evolve through the interplay of
competitive forces as unnecessary regulatory restrictions are
removed.'').
\23\ See Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74,770 (December 9, 2008) (SR-NYSEArca-2006-21).
\24\ See id.
\25\ See U.S. Securities and Exchange Commission, ``Staff
Guidance on SRO Rule filings Relating to Fees'' (May 21, 2019),
available at <a href="https://www.sec.gov/tm/staff-guidance-sro-rule-filings-fees">https://www.sec.gov/tm/staff-guidance-sro-rule-filings-fees</a>.
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This specific Proposal will support and expand competition by
providing customers with more options for lowering fees or enhancing
services. The options available to a particular customer depends on
that customer's use cases. The Proposal will enable a customer that
currently purchases the $25,000 enterprise license at Section 123(c)(1)
to distribute information externally to Professional Subscribers,
enhancing the value of that license. A customer that would otherwise
purchase the $100,000 enterprise license at Section 123(c)(2) would be
able to obtain the same service for the lower monthly fee of $25,000
under the proposed modifications. A customer that currently purchases
the $25,000 license at proposed Section 123(c)(1) and also uses EDS as
a delivery method would be able to pay the relatively lower per
Subscriber fees at the proposed Section 123(c)(1). A customer that pays
for the $500,000 enterprise license at proposed Section 123(c)(2) and
uses EDS would be required to pay no additional per Subscriber fees at
all.
All of these proposed modifications enhance customer choice. If the
total cost of service based on the underlying fees exceeds the cost of
the enterprise license, the customer will purchase the enterprise
license to reduce cost; otherwise, the customer will not. Customer
choice--the customer's ability to choose whether or not to purchase an
enterprise license depending on whether the purchase is economically
advantageous--is a competitive force that constrains the ability of the
Exchange to charge excessive fees for enterprise licenses.
The proposed changes are not unfairly discriminatory. As explained
above, a customer chooses whether to purchase an enterprise license
based on its economic benefits. Customers that choose to avail
themselves of the additional features will benefit. Customers that do
not choose to purchase any of these licenses, or which choose not to
avail themselves of the additional features, will remain unaffected.
The enterprise licenses subject to the Proposal are available to
all potential customers on a non-discriminatory basis. They are
entirely optional in that Nasdaq is not required to offer them and
customers are not required to purchase them. Customers can discontinue
their use at any time and for any reason, including an assessment of
the fees charged.
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 Exchange operates in a
highly competitive market in which market participants can readily
favor competing venues if they deem fee levels at a particular venue to
be excessive. Because competitors are free to modify their own fees in
response to proposed changes, the Exchange believes that the degree to
which fee changes in this market may impose any burden on competition
is extremely limited.
As explained above, the Proposal will support and expand
competition by providing customers with more options for lowering fees
or enhancing services. Customers that choose to purchase the enterprise
licenses will benefit from lower fees and enhanced features. Customers
that elect not to purchase the enterprise licenses, or not to avail
themselves of the additional services, will remain unaffected.
Nothing in the Proposal burdens inter-market competition (the
competition among self-regulatory organizations) because all self-
regulatory organization will have the option of proposing changes to
their own fee schedules.
Nothing in the Proposal burdens intra-market competition (the
competition among consumers of exchange data) because each customer
will be able to decide whether or not to purchase an enterprise license
depending on whether it is economically advantageous for it to do so.
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
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\26\
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\26\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or 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#2351564f460e404c4e4e464d5750635046400d444c55"><span class="__cf_email__" data-cfemail="94e6e1f8f1b9f7fbf9f9f1fae0e7d4e7f1f7baf3fbe2">[email protected]</span></a>. Please include
File Number SR-NASDAQ-2022-037 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-2022-037. 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
[[Page 39573]]
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 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. 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-2022-037 and should
be submitted on or before July 22, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022-14064 Filed 6-30-22; 8:45 am]
BILLING CODE 8011-01-P
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