Notice2023-25013
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1, Relating to Nasdaq Rules 4120 and 4753
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
November 14, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 218 (Tuesday, November 14, 2023)</title>
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[Federal Register Volume 88, Number 218 (Tuesday, November 14, 2023)]
[Notices]
[Pages 78081-78085]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-25013]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98878; File No. SR-NASDAQ-2023-036]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of Proposed Rule Change, as Modified by Amendment No. 1,
Relating to Nasdaq Rules 4120 and 4753
November 7, 2023.
I. Introduction
On September 12, 2023, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Rule 4120 (Limit Up-Limit Down and
Trading Halts) and Rule 4753 (Nasdaq Halt Cross) to set forth specific
requirements for halting and resuming trading in a security that is
subject to a reverse stock split. The proposed rule change was
published for comment in the Federal Register on September 28, 2023.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 98489 (Sept. 22,
2023), 88 FR 66913 (Sept. 28, 2023) (SR-NASDAQ-2023-036)
(``Notice'').
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On October 27, 2023, the Exchange filed Amendment No. 1 to the
proposed rule change, which replaced and superseded the proposed rule
change as originally filed.\4\ The Commission has received no comments
on the proposal.
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\4\ In Amendment No. 1, the Exchange makes non-substantive
clarifying changes and provides additional justification for the
proposal. Amendment No. 1 to the proposed rule change is available
at <a href="https://www.sec.gov/comments/sr-nasdaq-2023-036/srnasdaq2023036-283339-691882.pdf">https://www.sec.gov/comments/sr-nasdaq-2023-036/srnasdaq2023036-283339-691882.pdf</a>.
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The Commission is publishing this notice to solicit comments on
Amendment No. 1 from interested persons, and is approving the proposed
rule change, as modified by Amendment No. 1, on an accelerated basis.
II. Self-Regulatory Organization's Description of the Proposal, as
Modified by Amendment No. 1
In its filing with the Commission, the self-regulatory organization
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 those 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
In conjunction with the increase in overall reverse stock splits in
recent years, Nasdaq proposes to amend Rule 4120 and Rule 4753 to set
forth specific requirements for halting trading in a security that is
subject to a reverse stock split and resuming trading using the Nasdaq
Halt Cross.\5\ Current Rule 4120 does not specifically list rule
reverse stock splits in the enumerated circumstances in which Nasdaq
may halt trading in a security. The proposed amendments will be
specific to the automatic initiation, pre-market trading and opening of
a Nasdaq-listed security undergoing a reverse stock split.
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\5\ The ``Nasdaq Halt Cross'' is the process for determining the
price at which Eligible Interest shall be executed at the open of
trading for a halted security and for executing that Eligible
Interest. See Rule 4753(a)(4). ``Eligible Interest'' shall mean any
quotation or any order that has been entered into the system and
designated with a time-in-force that would allow the order to be in
force at the time of the Halt Cross. See Nasdaq Rule 4753(a)(5).
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Background
Nasdaq has observed that the current market environment has led to
an increase in reverse stock split activity. In 2022, Nasdaq processed
196 reverse stock splits, compared to 35 in 2021 and 98 in 2020. Just
in the first quarter of 2023, Nasdaq processed 78 reverse stock splits,
and projects significantly more throughout 2023. Reverse stock splits
are often effected by smaller companies that do not have broad media or
research coverage. In most cases, the companies are listed on the
Capital Market tier and are conducting reverse stock splits to achieve
compliance with Nasdaq's $1 minimum bid price requirement.\6\
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\6\ Rule 5550(a)(2) specifies that a Company that has its
Primary Equity Security listed on the Capital Market must have a
minimum bid price of at least $1 per share. See also Rule 5450(a)(1)
(Global and Global Select Markets). Companies are afforded a grace
period pursuant to Rule 5810(c)(3)(A) to regain compliance.
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Nasdaq believes that the increase in companies effecting reverse
stock splits warrants amendments to the trading halt rules to allow for
Nasdaq to help reduce the potential for errors resulting in a material
effect on the market resulting from market participants' processing of
the reverse stock split, including incorrect adjustment or entry of
orders. Nasdaq currently processes reverse
[[Page 78082]]
stock splits overnight, with the security opening for trading at 4 a.m.
ET in the pre-market hours (i.e., the trading session between 4 a.m. to
9:30 a.m. ET) on a split-adjusted basis. Recently, market participants
have expressed concerns with allowing trading on an adjusted basis at 4
a.m., noting that it is not optimal because system errors or problems
with orders may go unnoticed for a period of time when a security that
has undergone a reverse stock split opens for trading with the other
thousands of securities. These errors have the potential to adversely
affect investors, market participants and the issuer.\7\ For example,
in one recent instance problems in connection with the processing of a
reverse stock split resulted in a broker executing trades selling more
shares than customers held in their accounts, resulting in a temporary
short position.
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\7\ In a separate filing, Nasdaq also proposed changes to adopt
specific notification and disclosure requirements for reverse stock
splits. See Securities Exchange Act Release No. 98014 (July 28,
2023), 88 FR 51376 (August 3, 2023) (SR-Nasdaq-2023-21).
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As such, Nasdaq believes it is appropriate to impose a trading
halt, which would prohibit pre-market trading immediately after a
reverse stock split and open trading in such securities using the
Nasdaq Halt Cross Process set forth in Rule 4753. The proposed new rule
will allow for Nasdaq and market participants to better detect any
errors or problems with orders for the security resulting from the
reverse stock split before trading in the security begins and thereby
avoid any material effect on the market.
Description of the Proposed Amendment
Nasdaq is proposing to: (1) amend Rule 4120(a) to provide the
Exchange with explicit authority to declare a trading halt before the
end of Post-Market Hours \8\ on the day immediately before the market
effective date of a reverse stock split; and (2) amend Rule 4120(c) to
include this halt in the existing procedures for initiating and
terminating a trading halt. More specifically, proposed Rule
4120(a)(14) provides that Nasdaq shall halt trading of a security for
which Nasdaq is the Primary Listing Market \9\ before the end of the
Post-Market Hours on the day immediately before the market effective
date of a reverse stock split. A trading halt due to a reverse stock
split will be mandatory pursuant to proposed Rule 4120(a)(14). Nasdaq
also proposes to modify Rule 4120(c)(7)(A) to include the new halt
authority proposed in Rule 4120(a)(14) in the reopening process
currently applicable to halts under Rules 4120(a)(1), (4), (5), (6),
(9), (10) and (11). In general, Nasdaq expects to initiate the halt at
7:50 p.m., prior to the close of post-market trading at 8 p.m. on the
day immediately before the split in the security becomes effective,\10\
and resume trading at 9 a.m. on the day the split is effective.\11\
Nasdaq believes that this halt and delayed opening \12\ will give
sufficient time for investors to review their orders and the quotes for
the security and allow market participants to ensure that their systems
have properly adjusted for the reverse stock split. Once post-market
trading closes at 8:00 p.m. all orders for a halted security will be
cancelled.
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\8\ The term ``Post-Market Hours'' means the period of time
beginning immediately after the end of Market Hours and ending at 8
p.m. ET. See Nasdaq Rule Equity 1, Section 1(a)(9).
\9\ Primary Listing Market is defined in Section X.A.8 of the
Joint Self-Regulatory Organization Plan Governing the Collection,
Consolidation and Dissemination of Quotation and Transaction
Information for Nasdaq-Listed Securities Traded on Exchanges on an
Unlisted Trading Privileges Basis (``UTP Plan'') as ``the national
securities exchange on which an Eligible Security is listed. If an
Eligible Security is listed on more than one national securities
exchange, Primary Listing Market means the exchange on which the
security has been listed the longest.''
\10\ Initiating the halt at approximately 7:50 p.m. will provide
Nasdaq with a limited buffer to ensure that trading in a security
that is undergoing a reverse stock split will not continue after the
close of post-market trading. While the Exchange does not anticipate
halting a security that undergoes a reverse stock split sooner than
7:50 p,m., the Exchange may halt trading sooner than 7:50 p.m. for
other reasons as described in Nasdaq Equity 4, Section 4120. Nasdaq
will provide notice of the halt through <a href="http://NasdaqTrader.com">NasdaqTrader.com</a> available
at, <a href="https://www.nasdaqtrader.com/Trader.aspx?id=TradeHalts">https://www.nasdaqtrader.com/Trader.aspx?id=TradeHalts</a>.
\11\ Nasdaq may change the resumption time if, for example,
there was an Extraordinary Market Activity that could interfere with
a fair and orderly 9:00 a.m. resumption. ``Extraordinary Market
Activity'' is defined in the UTP Plan. Nasdaq will provide notice of
the re-opening of the security through <a href="http://NasdaqTrader.com">NasdaqTrader.com</a> available
at, <a href="https://www.nasdaqtrader.com/Trader.aspx?id=TradeHalts">https://www.nasdaqtrader.com/Trader.aspx?id=TradeHalts</a>.
\12\ Trading in a security that has undergone a reverse stock
split will have a delayed opening because following the reverse
stock split, the security will not re-open until the end of pre-
market trading. Orders that have been entered for execution prior to
the opening cross would be able to execute in the halt cross at 9
a.m.
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Nasdaq is also proposing to update Rule 4753(b) to include proposed
Rule 4120(a)(14) in the list of numerated provisions that would be
subject to the Nasdaq Halt Cross. As such, any security that is subject
to a reverse stock split will be reopened using the Nasdaq Halt Cross
prior to trading during market hours.
2. Statutory Basis
The Exchange believes that its proposal is consistent with the
requirements of the Act and the rules and regulations thereunder that
are applicable to a national securities exchange, and, in particular,
with the requirements of Section 6(b) of the Act.\13\ Specifically, the
proposal is consistent with Section 6(b)(5) of the Act \14\ because it
would promote just and equitable principles of trade, remove
impediments to, and perfect the mechanism of, a free and open market
and a national market system, and, in general, 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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As described above, the Exchange is seeking to amend rules related
to halting and resuming trading in U.S.-listed equity securities for
which Nasdaq is the Primary Listing Market that is subject to a reverse
stock split. The Exchange believes that establishing a reverse stock
split trading halt rule will protect investors by giving the Exchange
authority to act in situations where it is necessary to maintain fair
and orderly markets, such as when a security is subject to a reverse
stock split and companies have not updated their system to account for
the new stock price. The Exchange also believes that it is reasonable
and appropriate to use the Nasdaq Halt Cross process under Rule 4753 to
re-open trading in a security that has been halted due to a reverse
stock split because it is consistent with the process that is typically
used by Nasdaq when reopening a security that has been halted under
Rule 4120. It will also ensure that the process for resuming trading
following a reverse stock split halt is consistent with other types of
halts initiated by Nasdaq. Currently, none of the provisions in Rule
4120 provide authority to pre-emptively declare a trading halt in a
security undergoing a significant corporate action that could lead to
investor or market confusion.
The Exchange believes that the proposed amendments will provide
greater transparency and clarity with respect to the manner in which
trading will be halted due to a reverse stock split, and the process
through which that halt will be implemented and terminated.
Particularly, Nasdaq will not have the discretion of determining
whether to declare a trading halt in a security that is subject to a
reverse stock split. Rather, following the reverse stock split of the
security for which Nasdaq is the Primary Listing Market, trading in the
security will halt prior to the end of Post-Market Hours on the day
immediately before the market effective date of a reverse stock split.
Nasdaq also
[[Page 78083]]
believes it is appropriate to re-open the security at 9:00 a.m. because
it gives the Exchange an opportunity to review its order book and root
out any orders in a security that has undergone a reverse stock split,
that have not correctly adjusted to the security's new stock price. The
proposed changes seek to achieve consistency with respect to the
initiation and termination of a trading halt with respect to securities
that are subject to a reverse stock split, while maintaining a fair and
orderly market, protecting investors and protecting the public
interest.
Additionally, establishing a mandatory trading halt for securities
that are subject to a reverse stock split and resuming trading
thereafter promotes fair and orderly markets and the protection of
investors, because it allows Nasdaq to protect the broader interests of
the national market system and addresses potential concerns that system
errors may affect immediate trading in those securities. Nasdaq
believes that given the increase in companies effecting reverse stock
splits, the proposed trading halt rules will help Nasdaq reduce the
potential for errors resulting in a material effect on the market
resulting from market participants' processing of the reverse stock
split, including incorrect adjustment or entry of orders. Additionally,
resuming trading at 9:00 a.m. also promotes fair and orderly markets
and the protection of investors by allowing time to remove any orders
that have not adjusted for the security's new reverse stock split
price.
Based on the foregoing, the Exchange believes that the proposed
rules are consistent with Section 6(b)(5) of the Act \15\ because they
will promote just and equitable principles of trade and will remove any
impediments to a free and open market and a national market system by
allowing sufficient time for investors to review their orders and the
quotes for a security that are subject to a reverse stock split, and
allow market participants to ensure that their systems have properly
accounted for the reverse stock split. As discussed previously, the
Exchange believes that the proposed amendments establishing the
authority and process for reverse stock split trading halts and the
resumption of trading is consistent with the Act, which itself imposes
obligations on exchanges with respect to issuers that are listed.
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\15\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposal is consistent with Section
6(b)(8) of the Act in that it does not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act as explained below.
The Exchange believes the proposal will not impose a burden on
intermarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act because the proposed rule change
is designed to protect investors and facilitate a fair and orderly
market, which are both important purposes of the Act. To the extent
that there is any impact on intermarket competition, it is incidental
to these objectives.
The Exchange does not believe that the proposed rule change imposes
a burden on intra-market competition because the provisions apply to
all market participants and issuers equally. In addition, information
regarding the halting and resumption of trading will be disseminated
using several freely accessible sources to ensure broad availability of
information offered by the Exchange that are available to subscribers.
In addition, the proposals include provisions related to the
declaration and timing of trading halts and the resumption of trading
designed to avoid any advantage to those who can react more quickly
than other participants.
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. Discussion and Commission Findings
The Commission is approving the proposed rule change, as modified
by Amendment No. 1, for the reasons discussed below.\16\ The Commission
finds that the proposed rule change, as modified by Amendment No. 1, is
consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange,
including Section 6(b)(5) of the Exchange Act,\17\ which requires,
among other things, that the rules of a national securities exchange be
designed to prevent fraudulent and manipulative acts and practices, 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; and are not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\16\ In approving this proposed rule change, the Commission has
considered the proposed rule change's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
\17\ 15 U.S.C. 78f(b)(5).
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As noted above, the proposal, as modified by Amendment No.1, would
extend the Exchange's non-discretionary authority to declare a
regulatory halt to cases where a security for which Nasdaq is the
Primary Listing Market \18\ is undergoing a reverse stock split.\19\ As
proposed, the Exchange will declare a regulatory halt \20\ for which
Nasdaq is the Primary Listing Market before the end of Post-Market
Hours \21\ on the day immediately before the market effective date of
the reverse stock split in the security.\22\ The Exchange also proposes
to terminate the regulatory halt and resume trading \23\ in the halted
security using the Nasdaq Halt Cross procedure \24\ in Nasdaq Rule
4753.\25\
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\18\ See supra, note 9 and accompanying text (defining the term
``Primary Listing Market'').
\19\ Current Nasdaq Rule 4120 does not include reverse stock
splits in the enumerated circumstances in which Nasdaq may halt
trading in a security. See supra, Section II.
\20\ See supra, note 10 (discussing notice of the regulatory
halt to market participants).
\21\ See supra, note 8 and accompanying text (defining the term
``Post-Market Hours''). The Exchange represents that, while it does
not anticipate halting a security that is undergoing a reverse stock
split sooner than 7:50 p.m. on the day immediately before the market
effective date of the reverse stock split in the security, the
Exchange may halt trading sooner than 7:50 p.m. for other reasons as
described in Nasdaq Equity 4, Section 4120. See supra, note 10.
\22\ See proposed Nasdaq Rule 4120(a)(14). The Exchange
represents that once post-market trading closes at 8:00 p.m. all
orders for the halted security will be cancelled. See supra, Section
II.
\23\ See supra, note 11 (discussing notice of termination of the
regulatory halt to market participants). The Exchange represents
that Nasdaq may change the resumption time if, for example, there
was an Extraordinary Market Activity that could interfere with a
fair and orderly 9:00 a.m. resumption. See supra, note 11.
\24\ See supra, note 5 and accompanying text (discussing the
Nasdaq Halt Cross).
\25\ See proposed Nasdaq Rule 4753(b). The Exchange also
proposes to modify Rule 4120(c)(7)(A) to include the non-
discretionary regulatory halt authority proposed in Rule 4120(a)(14)
in the reopening process currently applicable to trading halts under
Rules 4120(a)(1), (4), (5), (6), (9), (10) and (11). See supra,
Section II.
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The Exchange represents that declaring a regulatory halt before the
end of Post Market Hours on the day immediately before the market
effective date of the reverse stock split in a security for which
Nasdaq is the Primary Listing Market is appropriate because it would
provide the Exchange
[[Page 78084]]
with explicit, non-discretionary authority to declare a regulatory halt
in cases where a security is undergoing a significant corporate action
that could cause investor or market confusion, such as where a security
for which Nasdaq is the Primary Listing Market is undergoing a reverse
stock split.\26\ The Exchange represents that the proposed regulatory
halt and delayed \27\ reopening of the security subject to a reverse
stock split using the Nasdaq Halt Cross \28\ procedure under Nasdaq
Rule 4753 would provide Nasdaq \29\ and market participants \30\ with
the time necessary to adjust for, as well as detect and correct order
entry or other system errors associated with, the reverse stock split,
thus preventing such errors from disrupting or otherwise having a
material effect on the market.\31\ The Exchange further represents that
using the Nasdaq Halt Cross process under Nasdaq Rule 4753 for
terminating the proposed halt and resuming trading on the security is
consistent with the process used for other securities halted under
Nasdaq Rule 4120.\32\
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\26\ The Exchange represents that none of the provisions in
Nasdaq Rule 4120 currently provide the Exchange with authority to
declare a trading halt under such circumstances. See supra, Section
II.
\27\ See supra, note 12 and accompanying text (discussing the
proposed delayed opening for a Nasdaq-listed security undergoing a
reverse stock split).
\28\ See supra, note 5 and accompanying text.
\29\ The Exchange represents that it currently processes reverse
stock splits overnight, with the security undergoing a reverse stock
split opening for trading at 4:00 a.m. ET in the pre-market hours
(i.e., the trading session between 4:00 a.m. to 9:30 a.m. ET) on a
split-adjusted basis. The Exchange further represents that it is
appropriate to re-open the security at 9:00 a.m. using the Nasdaq
Halt Cross process, as proposed, because it gives the Exchange an
opportunity to review its order book and root out any orders for a
security that has undergone a reverse stock split that have not
correctly adjusted to the security's new stock price. See supra,
Section II.
\30\ The Exchange represents that market participants have
expressed concerns with allowing trading on an adjusted basis at
4:00 a.m. because system errors or problems with orders may go
unnoticed for some time when a security that has undergone a reverse
stock split opens for trading together with all other securities.
The Exchange represents that in 2022, Nasdaq processed 196 reverse
stock splits, compared to 35 in 2021 and 98 in 2020, and that in the
first quarter of 2023, Nasdaq processed 78 reverse stock splits,
with significantly more projected throughout 2023. See supra,
Section II.
\31\ See supra, Section II.
\32\ See supra, Section II.
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The Commission finds that the proposed rule change is reasonably
designed to remove impediments to and perfect the mechanism of a free
and open market and a national market system, and, in general, protect
investors and the public interest by providing greater transparency and
certainty with respect to the manner in which trading in a security for
which Nasdaq is the Primary Listing Market will be halted due to a
reverse stock split in the security, as well as the process through
which the regulatory halt for the security will be implemented and
terminated. The Commission also finds the proposal is reasonably
designed to promote fair and orderly trading on the Exchange by
reducing the potential for order entry or other system-related errors
associated with a reverse stock split in a security for which Nasdaq is
the Primary Listing Market. Finally, the Commission finds that using
the Nasdaq Halt Cross process under Rule 4753 to terminate the proposed
regulatory halt and reopen the security, as proposed, raises no novel
regulatory issues, as it is consistent with the process generally used
by Nasdaq to terminate a trading halt and reopen trading in a security
halted for other reasons under Nasdaq Rule 4120.
For the forgoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment No. 1, is consistent with the
Act.
IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5220273e377f313d3f3f373c2621122137317c353d24"><span class="__cf_email__" data-cfemail="6614130a034b05090b0b030812152615030548010910">[email protected]</span></a>. Please include
file number SR-NASDAQ-2023-036 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-2023-036. 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="https://www.sec.gov/rules/sro.shtml">https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NASDAQ-2023-036 and should
be submitted on or before December 5, 2023.
V. Accelerated Approval of Amendment No. 1
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
1 in the Federal Register. As noted above, Amendment No. 1 makes non-
substantive clarifying changes and provides additional justification
for the proposed rule change.\33\ The Commission finds that Amendment
No. 1 provides greater clarity to and justification for the proposal
but does not materially alter the substance of the proposed rule
change. These changes raise no novel issues and assist the Commission
in finding that the proposal is consistent with the Act. Accordingly,
the Commission finds good cause, pursuant to Section 19(b)(2) of the
Act,\34\ to approve the proposed rule change, as modified by Amendment
No. 1, on an accelerated basis.
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\33\ See supra, note 4.
\34\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\35\ that the proposed rule change (SR-NASDAQ-2023-036), as
modified by Amendment No. 1, be, and hereby is, approved on an
accelerated basis.
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\35\ 15 U.S.C. 78s(b)(2).
[[Page 78085]]
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For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
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\36\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-25013 Filed 11-13-23; 8:45 am]
BILLING CODE 8011-01-P
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