67752 Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 

5 Id. 

6 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Companies must also submit a $25,000 initial 

application fee, which is credited towards the entry 

fee upon listing. See Rule 5910(a)(11). 

4See Securities Exchange Act Release No. 34– 

61669 (March 5, 2010), 75 FR 11958 (March 12, 

2010) (approving SR–NASDAQ–2009–081). 

5 15 U.S.C. 78f. 

6 15 U.S.C. 78f(b)(4) and (5). 

7See Securities Exchange Act Release No. 34– 

61669 (March 5, 2010), 75 FR 11958 (March 12, 

2010) (approving SR–NASDAQ–2009–081). 

within which to take action on the 

proposed rule change so that it has 

sufficient time to consider the proposed 

rule change. Accordingly, the 

Commission, pursuant to Section 

19(b)(2) of the Act,5 designates February 

19, 2019, as the date by which the 

Commission shall either approve or 

disapprove or institute proceedings to 

determine whether to disapprove the 

proposed rule change (File Number SR– 

CboeBZX–2018–077). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28382 Filed 12–28–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84930; File No. SR– 

NASDAQ–2018–105] 

Regulatory Organizations; The Nasdaq 

Stock Market LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Entry Fee 

for Listing on the Exchange’s Global 

and Global Select Market Tiers 

December 21, 2018. 

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 December 

17, 2018, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

entry fee for listing on the Exchange’s 

Global and Global Select Market tiers. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://nasdaq.cchwallstreet.com/, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

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 

The purpose of the proposed rule 

change is to increase the Exchange’s 

entry fees for companies listing on the 

Nasdaq Global and Global Select 

Markets. 

Nasdaq currently charges entry fees 

for the Nasdaq Global and Global Select 

Market based on the number of shares 

outstanding according to the following 

tiers: 3

Up to 30 million shares, $125,000 

30+ to 50 million shares, $150,000 

50+ to 100 million shares, $200,000 

Over 100 million shares, $225,000 

These fees are based on the aggregate 

of all classes of equity securities to be 

listed on the Nasdaq Global and Global 

Select Market, as shown in the 

company’s most recent periodic report 

or in more recent information held by 

Nasdaq or, in the case of new issues, as 

shown in the offering circular or 

registration statement. In the case of 

foreign companies, total shares 

outstanding includes only those shares 

issued and outstanding in the United 

States. 

The entry fees for companies listing 

on the Nasdaq Global and Global Select 

Markets were last modified in 2010.4

Nasdaq now proposes to increase the 

entry fees to the following: 

Up to 30 million shares, $150,000 

30+ to 40 million shares, $170,000 

40+ to 50 million shares, $210,000 

50+ to 60 million shares, $250,000 

60+ to 70 million shares, $290,000 

Over 70 million shares, $295,000 

As a result, the minimum entry fee for 

the Nasdaq Global and Global Select 

Markets would increase from $125,000 

to $150,000 for companies with up to 30 

million shares. The maximum entry fee 

for the Nasdaq Global and Global Select 

Markets, which would be applicable to 

companies with over 70 million shares 

outstanding, would increase from 

$225,000 to $295,000. The revised 

schedule would also increase the 

number of fee tiers so that each tier 

range between the minimum of 30 

million shares and the maximum of 70 

million shares has 10 million shares in 

the tier. 

Nasdaq is proposing these changes to 

better align its fees with the value of a 

listing to issuers. 

Any company that submits its 

application to Nasdaq before January 1, 

2019, and lists before July 1, 2019, 

would be subject to fees under the 

existing fee schedule. Nasdaq believes 

that it is appropriate to continue the 

existing fee schedule for these 

companies because they will be 

substantially far along in the process of 

going public at the time of this filing 

and may have made decisions based on 

the existing fee schedule. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,5 in 

general, and with Section 6(b)(4) and (5) 

of the Act,6 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among its members, issuers and other 

persons using its facilities and does not 

unfairly discriminate between 

customers, issuers, brokers or dealers. 

Further, the proposed rule change is 

designed to promote just and equitable 

principles of trade, to remove 

impediments to a free and open market 

and national market system, and in 

general to protect investors and the 

public interest. 

Nasdaq believes that the proposed fee 

increase is not unfairly discriminatory 

and represents an equitable allocation of 

reasonable fees because it reflects the 

Exchange’s increased costs since fees 

were last increased in 2010.7 In 

addition, the proposed fee increase 

reflects enhancements to the listing 

process, such as Nasdaq’s online Listing 

Center, which simplifies the process of 

applying to Nasdaq; the Governance 

Clearinghouse, which provides insights 

into issues facing public companies and 

companies that are preparing to go 


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Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 67753 

8At each tier level of the proposed fees, Nasdaq’s 

fees would be equal to, or less than, the entry fee 

for listing the same number of shares on the NYSE. 

See NYSE Listed Company Manual Section 902.03, 

imposing a one-time special charge of $50,000 and 

an additional fee of $0.004 per share, subject to a 

minimum fee of $150,000 and a maximum fee of 

$295,000. For each proposed Nasdaq fee tier, 

Nasdaq’s fee will be substantially the same, but 

slightly less than, the NYSE fee for a company 

listing the minimum number of shares in that tier. 

For example, a Nasdaq-listed company with 

50,000,001 to 60,000,000 shares will pay a $250,000 

entry fee, whereas the NYSE entry fee for the same 

company would range from $250,000.04 to 

$290,000. 

9See Securities Exchange Act Release No. 34– 

55202 (January 30, 2007), 72 FR 6017 (February 8, 

2007) (SR–NASDAQ–2006–040) (increasing entry 

fees for certain companies, but allowing companies 

that had applied before the date of the filing to pay 

the prior entry fees). See also Securities Exchange 

Act Release No. 34–72669 (July 24, 2014), 79 FR 

44234 (July 30, 2014) (SR–NASDAQ–2014–058) (a 

filing on May 27, 2014 that modified the free 

services offered to certain newly listing companies, 

but allowed companies that applied to list before 

July 31, 2014, and actually listed before September 

30, 2014, to receive services under the prior rule). 

10The Justice Department has noted the intense 

competitive environment for exchange listings. See 

‘‘NASDAQ OMX Group Inc. and 

IntercontinentalExchange Inc. Abandon Their 

Proposed Acquisition of NYSE Euronext After 

Justice Department Threatens Lawsuit’’ (May 16, 

2011), available at http://www.justice.gov/atr/ 

public/press_releases/2011/271214.htm. 11 15 U.S.C. 78s(b)(3)(A)(ii). 

public; and the IPO process, including 

the Nasdaq IPO Bookviewer, which 

provides information to stabilization 

agents during the IPO opening process, 

and the Nasdaq IPO Indicator, a unique 

web-based data tool available to all 

Nasdaq member firms, which helps 

manage their orders for an IPO. Nasdaq 

also continues to invest in its physical 

facilities for listed companies, including 

an expansion of the Nasdaq Marketsite, 

where Nasdaq hosts market opens and 

closes and which will provide expanded 

meeting space for company events. 

Nasdaq believes that the proposed 

fees are reasonable because those fees 

would be equal to, or less than, the 

entry fee for listing the same number of 

shares on the New York Stock Exchange 

(‘‘NYSE’’).8

The proposed change to the tier 

structure, which will expand the 

number of fee tiers and make each tier 

between the minimum and maximum 

fee smaller, is not unfairly 

discriminatory and represents an 

equitable allocation of reasonable fees 

because it helps minimize the difference 

in fees paid by companies with a similar 

number of shares outstanding. Further, 

the proposed change is not unfairly 

discriminatory because it more closely 

aligns Nasdaq’s fees for listing on the 

Global and Global Select Markets with 

those of NYSE, which charges on a per 

share basis. 

Under the proposed fee schedule, as 

under the current fee schedule, 

companies with more shares 

outstanding will pay higher fees. 

Nasdaq believes that this is not unfairly 

discriminatory because these companies 

have more shares available for trading 

on the Exchange’s facilities and 

companies with more shares 

outstanding are generally larger 

companies that may use more of the 

Exchange’s services. 

Nasdaq also believes that it is 

equitable and not unfairly 

discriminatory to allow any company 

that submits its application to Nasdaq 

before January 1, 2019, and lists before 

July 1, 2019, to pay fees under the 

existing fee schedule. These companies 

will be substantially far along in the 

process of going public at the time of 

this filing and may have made decisions 

based on the existing fee schedule, 

which is a non-discriminatory [sic] 

reason to allow them time to list under 

that fee schedule.9 On the other hand, 

Nasdaq believes that a company that has 

not yet filed an application, or that 

cannot complete the listing process 

before July 1, 2019, has sufficient time 

to consider the revised listing fees in 

making its listing decision. 

In addition, the proposed fee 

increases will help ensure that Nasdaq 

has adequate resources for its regulatory 

program, thereby helping to protect 

investors and the public interest 

consistent with the requirements of 

Section 6(b)(5) of the Act. 

Last, Nasdaq notes that it operates in 

a highly competitive market in which 

companies can readily switch exchanges 

if they deem the listing fees excessive.10

In such an environment, Nasdaq must 

continually review its fees to assure that 

they remain competitive with other 

exchanges. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

The market for listing services is 

extremely competitive and listed 

companies may freely choose alternative 

venues, both within the U.S. and 

internationally. For this reason, Nasdaq 

does not believe that the proposed rule 

change will result in any burden on 

competition for listings. 

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.11

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 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2018–105 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2018–105. 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 (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 


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12 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange initially filed rule changes 

relating to its co-location services with the 

Commission in 2010. See Securities Exchange Act 

Release No. 62961 (September 21, 2010), 75 FR 

59299 (September 27, 2010) (SR–NYSEAmex–2010– 

80) (the ‘‘Original Co-location Filing’’). The 

Exchange operates a data center in Mahwah, New 

Jersey (the ‘‘data center’’) from which it provides 

co-location services to Users. 

5See Securities Exchange Act Release No. 77071 

(February 5, 2016), 81 FR 7382 (February 11, 2016) 

(SR–NYSEMKT–2015–89). 

6For purposes of the Exchange’s co-location 

services, a ‘‘User’’ means any market participant 

that requests to receive co-location services directly 

from the Exchange. See Securities Exchange Act 

Release No. 76009 (September 29, 2015), 80 FR 

60213 (October 5, 2015) (SR–NYSEMKT–2015–67). 

As specified in the Price List and Fee Schedule, a 

User that incurs co-location fees for a particular colocation service pursuant thereto would not be 

subject to co-location fees for the same co-location 

service charged by the Exchange’s affiliates New 

York Stock Exchange LLC (‘‘NYSE’’), NYSE Arca, 

Inc. (‘‘NYSE Arca’’) and NYSE National, Inc. 

(‘‘NYSE National’’ and, together, the ‘‘Affiliate 

SROs’’). See Securities Exchange Act Release No. 

70176 (August 13, 2013), 78 FR 50471 (August 19, 

2013) (SR–NYSEMKT–2013–67). 

7See Securities Exchange Act Release No. 79717 

(December 30, 2016), 82 FR 1767 (January. 6, 2017) 

(SR–NYSEMKT–2016–123). 

8The Exchange previously extended the MRC 

reduction for one year. See Securities Exchange Act 

Release No. 82224 (December 6, 2017), 82 FR 58465 

(December 12, 2017) (SR–NYSEAmer–2017–35). 

See also Securities Exchange Act Release Nos. 

82223 (December 6, 2017) 82 FR 58459 (December 

12, 2017) (SR–NYSE–2017–62), and 82226 

(December 6, 2017), 82 FR 58462 (December 12, 

2017) (SR–NYSEArca–2017–134). 

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–2018–105, and 

should be submitted on or before 

January 22, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28394 Filed 12–28–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84925; File No. SR– 

NYSEAMER–2018–55] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Its Options 

Fee Schedule and Equities Price List 

To Extend for One Year a Fee Discount 

for the Partial Cabinet Solution 

Bundles Offered in Connection With 

the Exchange’s Co-Location Services 

December 21, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

20, 2018, NYSE American LLC (the 

‘‘Exchange’’ or ‘‘NYSE American’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Options Fee Schedule (the ‘‘Options Fee 

Schedule’’) and Equities Price List (the 

‘‘Equities Fee Schedule’’, together with 

the Options Fee Schedule, the ‘‘Fee 

Schedules’’) to extend for one year a fee 

discount for the Partial Cabinet Solution 

bundles offered in connection with the 

Exchange’s co-location services. The 

proposed change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

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 

The Exchange proposes to amend the 

Exchange’s Fee Schedules to extend a 

fee discount for the Partial Cabinet 

Solution bundles offered in connection 

with the Exchange’s co-location 

services.4 The Exchange offers the four 

Partial Cabinet Solution bundles to 

attract smaller Users, such as those with 

minimal power or cabinet space 

demands, or those for which the 

attendant costs of having a dedicated 

cabinet and related connectivity are too 

burdensome.5

The Exchange offers Users 6 that 

purchase a Partial Cabinet Solution 

bundle on or before December 31, 2018 

a 50% reduction in the monthly 

recurring charges (‘‘MRC’’) for the first 

24 months.7 The Exchange proposes to 

extend the 50% fee reduction to those 

Users that purchase a Partial Cabinet 

Solution bundle on or before December 

31, 2019.8 The Exchange does not 

propose to amend the length of the 

discount period. 

The amended portions of the Fee 

Schedules would read as follows: 


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