Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices 84021 

1 Implementation of the Whistleblower Provisions 

of Section 21F of the Securities Exchange Act of 

1934, Release No. 34–64545; File No. S7–33–10 

(adopted May 25, 2011). 

2Public Law 111–203, 922(a), 124 Stat 1841 

(2010). 

3Whistleblower Program Rules, 85 FR 70898 

(Nov. 5, 2020). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

POSTAL SERVICE 

Product Change—Priority Mail 

Negotiated Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a 

domestic shipping services contract to 

the list of Negotiated Service 

Agreements in the Mail Classification 

Schedule’s Competitive Products List. 

DATES: Date of required notice: 

December 23, 2020. 

FOR FURTHER INFORMATION CONTACT: 

Sean Robinson, 202–268–8405. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on December 11, 

2020, it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Contract 683 to 

Competitive Product List. Documents 

are available at www.prc.gov, Docket 

Nos. MC2021–44, CP2021–45. 

Sean Robinson, 

Attorney, Corporate and Postal Business Law. 

[FR Doc. 2020–28446 Filed 12–22–20; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–625, OMB Control No. 

3235–0686] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE,, Washington, DC 

20549–2736 

Extension: 

Implementing the Whistleblower 

Provisions of Section 21F of the 

Securities Exchange Act of 1934—Form 

TCR and Form WB–APP 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) (‘‘PRA’’), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit an extension for this 

current collection of information to the 

Office of Management and Budget for 

approval. 

In Release No. 34–64545,1 the 

Commission adopted rules (‘‘Rules’’) 

and forms to implement Section 21F of 

the Securities Exchange Act of 1934 

entitled ‘‘Securities Whistleblower 

Incentives and Protection,’’ which was 

created by Section 922 of the DoddFrank Wall Street Reform and Consumer 

Protection Act (‘‘Dodd-Frank Act’’).2

The Rules describe the whistleblower 

program that the Commission has 

established pursuant to the Dodd-Frank 

Act which requires the Commission to 

pay an award, subject to certain 

limitations and conditions, to 

whistleblowers who voluntarily provide 

the Commission with original 

information about a violation of the 

federal securities laws that leads to the 

successful enforcement of a covered 

judicial or administrative action, or of a 

related action. The Rules define certain 

terms critical to the operation of the 

whistleblower program, outline the 

procedures for applying for awards and 

the Commission’s procedures for 

making decisions on claims, and 

generally explain the scope of the 

whistleblower program to the public 

and to potential whistleblowers. 

Form TCR is a form submitted by 

whistleblowers who wish to provide 

information to the Commission and its 

staff regarding potential violations of the 

securities laws. Form TCR is required 

for submission of information under the 

Rules. The Commission estimates that it 

takes a whistleblower, on average, one 

and one-half hours to complete Form 

TCR. Based on the receipt of 

approximately 560 annual responses on 

average for the past three fiscal years, 

the Commission estimates that the 

annual PRA burden of Form TCR is 840 

hours. 

Form WB–APP is a form that is 

submitted by whistleblowers filing a 

claim for a whistleblower award. Form 

WB–APP is required for application for 

an award under the Rules. On December 

4, 2020, the Commission approved an 

updated version of the WB–APP in 

accordance with its newly amended 

rules.3 The updated WB–APP removes 

the requirement for the filer to submit 

their Social Security Number and 

modified the order of the questions on 

the form. No substantive changes were 

made to the WB–APP. The Commission 

estimates that it takes a whistleblower, 

on average, two hours to complete Form 

WB–APP. The completion time depends 

largely on the complexity of the alleged 

violation and the amount of information 

the whistleblower possesses in support 

of his or her application for an award. 

Based on the receipt of approximately 

215 annual responses on average for the 

past three fiscal years, the Commission 

estimates that the annual PRA burden of 

Form WB–APP is 430 hours. The total 

estimated annual reporting burden for 

Form TCR and Form WB–APP is 1,270 

hours. 

Written comments are invited on: (a) 

Whether this collection of information 

is necessary for the proper performance 

of the functions of the agency, including 

whether the information will have 

practical utility; (b) the accuracy of the 

agency’s estimate of the burden imposed 

by the collection of information; (c) 

ways to enhance the quality, utility, and 

clarity of the information collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. Please direct your written 

comments to David Bottom, Director/ 

Chief Information Officer, Securities 

and Exchange Commission, c/o Cynthia 

Roscoe, 100 F St. NE, Washington DC 

20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: December 18, 2020. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28425 Filed 12–22–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90695; File No. SR– 

NYSEArca–2020–110] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Regarding the 

Description of the ‘‘Indicative 

Partnership Value’’ Disseminated in 

Connection With Trading of ‘‘Units’’ of 

the United States Oil Fund, LP 

December 17, 2020. 

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 


jbell on DSKJLSW7X2PROD with NOTICES
84022 Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices 

4See Securities Exchange Act Release Nos. 53324 

(February 16, 2006), 71 FR 9614 (February 24, 2006) 

(SR–Amex–2005–127) (Notice of Filing of a 

Proposed Rule Change, and Amendment Nos. 1 and 

2 Thereto, Relating to the Listing and Trading of 

Units of the United States Oil Fund, LP) (‘‘Prior 

Amex Notice’’); 53582 (March 31, 2006), 71 FR 

17510 (April 6, 2006) (SR–Amex–2005–127) (order 

approving listing and trading of shares of United 

States Oil Fund, LP) (‘‘Prior Amex Order’’ and, 

together with the Prior Amex Notice, the ‘‘Prior 

Amex Releases’’). The Prior Amex Releases set forth 

the current listing representations for the Fund. 

5See Securities Exchange Act Release No. 53875 

(May 25, 2006), 71 FR 32164 (June 2, 2006) (SR– 

NYSEArca–2006–11) (Notice of Filing and Order 

Granting Accelerated Approval of Proposed Rule 

Change Relating to the Trading of the United States 

Oil Fund, LP Pursuant to Unlisted Trading 

Privileges). 

6See Securities Exchange Act Release No. 58965 

(November 17, 2008), 73 FR 71078 (November 24, 

2008) (SR–NYSEArca–2008–127) (Notice of Filing 

and Order Granting Accelerated Approval of 

Proposed Rule Change Relating to the Listing and 

Trading of Units of the United States Oil Fund, 

United States Heating Oil Fund, United States 

Gasoline Fund, United States 12 Month Oil Fund, 

United States 12 Month Natural Gas Fund, and the 

United States Natural Gas Fund). 

7See the Registration Statement on Form S–3 

under the Securities Act of 1933, dated April 20, 

2020 (File No. 333–237750) declared effective, as 

amended, on June 12, 2020. The Fund filed a 

supplement (‘‘Supplement’’) to the Registration 

Statement on December 7, 2020. 

8Other Oil-Related Investments as referenced in 

the Registration Statement are referred to as ‘‘Other 

Oil Interests’’ in the Prior Amex Releases. 

9, 2020, NYSE Arca, Inc. (‘‘NYSE Arca’’ 

or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory 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 certain 

changes regarding the description of the 

‘‘Indicative Partnership Value’’ 

disseminated in connection with trading 

of ‘‘Units’’ of the United States Oil 

Fund, LP, which are currently listed and 

traded on the Exchange under NYSE 

Arca Rule 8.300–E (Partnership Units). 

The proposed rule 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 currently lists and 

trades Units of the United States Oil 

Fund, LP (the ‘‘Fund’’ or ‘‘USO’’) under 

NYSE Arca Rule 8.300–E (Partnership 

Units). The Exchange proposes certain 

changes regarding the description of the 

‘‘Indicative Partnership Value’’ 

disseminated in connection with trading 

of Units of the Fund on the Exchange. 

Background 

Units of the Fund initially were 

approved for listing on the American 

Stock Exchange LLC (‘‘Amex’’) in 2006,4

and were subsequently approved for 

trading on the Exchange pursuant to 

unlisted trading privileges.5 Units of the 

Fund were approved for listing and 

trading on the Exchange in 2008.6

On April 20, 2020, the Fund filed its 

latest registration statement 

(‘‘Registration Statement’’) under the 

Securities Act of 1933 that was declared 

effective by the Commission on June 12, 

2020.7 The prospectus (‘‘Prospectus’’) 

under the Registration Statement 

describes the investment objective of 

USO, which has not changed from the 

description of the investment objective 

of USO as described in the Amex Prior 

Releases. Specifically, the Prospectus 

describes the investment objective of 

USO to be for the daily changes in 

percentage terms of its shares’ per share 

net asset value (‘‘NAV’’) to reflect the 

daily changes in percentage terms of the 

spot price of light, sweet crude oil 

delivered to Cushing, Oklahoma, as 

measured by the daily changes in the 

price of the ‘‘Benchmark Oil Futures 

Contract,’’ plus interest earned on 

USO’s collateral holdings, less USO’s 

expenses. The Benchmark Oil Futures 

Contract is the futures contract on light, 

sweet crude oil as traded on the New 

York Mercantile Exchange (the 

‘‘NYMEX’’) that is the near month 

contract to expire. The Prospectus 

supplements the statements in the Prior 

Amex Releases in a manner consistent 

with the previously-approved 

investment objective of the Fund in 

stating further that the Benchmark Oil 

Futures Contract will not be the near 

month contract to expire when the near 

month contract is within two weeks of 

expiration, in which case it will be 

measured by the futures contract that is 

the next month contract to expire. 

As stated in the Prior Amex Releases, 

USO seeks to achieve its investment 

objective by investing so that the 

average daily percentage change in 

USO’s NAV for any period of 30 

successive valuation days will be within 

plus/minus ten percent (10%) of the 

average daily percentage change in the 

price of the Benchmark Oil Futures 

Contract over the same period. 

The Prospectus, which is consistent 

with the Prior Amex Releases, states 

that USO seeks to achieve this 

investment objective by investing 

primarily in futures contracts for light, 

sweet crude oil, other types of crude oil, 

diesel heating oil, gasoline, natural gas, 

and other petroleum-based fuels that are 

traded on the NYMEX, ICE Futures 

Europe, and ICE Futures U.S. (ICE 

Futures Europe and ICE Futures U.S., 

referred to together as ‘‘ICE Futures’’), or 

other U.S. and foreign exchanges 

(collectively, ‘‘Oil Futures Contracts’’) 

and to a lesser extent, in order to 

comply with regulatory requirements or 

in view of market conditions, other oilrelated investments such as cash-settled 

options on Oil Futures Contracts, 

forward contracts for oil, cleared swap 

contracts and non-exchange traded 

(‘‘over-the-counter’’ or ‘‘OTC’’) 

transactions that are based on the price 

of oil, other petroleum-based fuels, Oil 

Futures Contracts and indices based on 

the foregoing (collectively, ‘‘Other OilRelated Investments’’).8 The Prospectus 

supplements the statements in the Prior 

Amex Releases in a manner consistent 

with the previously-approved 

investment objective of the Fund in 

stating further that market conditions 

that the Fund currently anticipates 

could cause USO to invest in Other OilRelated Investments include those 

allowing USO to obtain greater liquidity 

or to execute transactions with more 

favorable pricing. (Oil Futures Contracts 

and Other Oil-Related Investments 

collectively are referred to as ‘‘Oil 

Interests’’.) 

As stated in the Prior Amex Releases, 

the Fund also holds cash and invests in 

short-term obligations of the United 

States Government (‘‘Treasuries’’) and 

other cash equivalents to be used to 

satisfy its current or future margin and 

collateral requirements and to otherwise 

satisfy its obligations with respect to its 

investments in Oil Interests. 

ICE Data Indices, LLC currently 

disseminates through the facilities of the 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices 84023 

9Units of the Fund are issued and redeemed in 

‘‘baskets’’ of 100,000 Units or multiples thereof. 

10For purposes of this filing, the IFV referenced 

in the Prospectus and the Supplement is the 

‘‘Indicative Partnership Value’’ referenced in NYSE 

Arca Rule 8.300–E(d)(2)(iii). 

11The Commission has previously approved 

listing and trading of exchange-traded products for 

which a static indicative value is disseminated after 

the close of the applicable futures exchange and 

before the close of the Exchange’s Core Trading 

Session. See, e.g., Securities Exchange Act Release 

Nos. 65601 (October 20, 2022), 76 FR 66339 

(October 26, 2011) (order approving listing and 

trading of shares of the United States Metals Index 

Fund, the United States Agriculture Index Fund 

and the United States Copper Index Fund Under 

NYSE Arca Equities Rule 8.200 (SR–NYSEArca– 

2011–63); United States Commodity Index Fund 

(SR–NYSE Arca–2010–44); 80296 (March 22, 2017), 

82 FR 15400 (March 28, 2017) (SR–NYSEArca– 

2017–07) (order approving listing and trading of 

shares of ProShares UltraPro 3x Crude Oil ETF and 

ProShares UltraPro 3x Short Crude Oil ETF; 65344 

(September 15, 2011), 76 FR 58549 (September 21, 

2011) (SR–NYSEArca–2011–48) (order approving 

listing and trading of shares of the Teucrium Wheat 

Fund, the Teucrium Soybean Fund and the 

Teucrium Sugar Fund under Rule 8.200, 

Commentary .02). 

12 Descriptions of the Fund’s investment changes 

have been filed with the Commission on Form 8– 

K. See, e.g., the Fund’s Current Report Pursuant to 

Section 13 or 15(d) of the Securities Exchange Act 

of 1934, dated April 30, 2020. In this regard, the 

Prospectus states that, ‘‘as a result of market and 

regulatory conditions, including significant market 

volatility, large numbers of USO shares purchased 

during a short period of time, and applicable 

regulatory accountability levels and position limits 

on oil futures contracts that were imposed on USO 

in 2020, including as a result of the COVID–19 

pandemic and the state of crude oil markets, USO 

has invested in Oil Futures Contracts in months 

other than the Benchmark Oil Futures Contract.’’ 

Consolidated Tape Association (‘‘CTA’’) 

an updated ‘‘Indicative Partnership 

Value’’ during the NYSE Arca Core 

Trading Session (normally 9:30 a.m. to 

4:00 p.m., Eastern Time). The current 

Exchange listing representations for 

Units of the Fund, as stated in the Prior 

Amex Notice, require that the Indicative 

Partnership Value (also referred to 

below as the ‘‘indicative fund value’’ or 

‘‘IFV’’) be calculated based on the 

Treasuries and cash required for 

creations and redemptions adjusted to 

reflect the price changes of the current 

Benchmark Oil Futures Contract (‘‘Prior 

IFV’’).9

Proposed Rule Change 

The Prospectus and the Supplement 

describe a change to the method of 

calculating the IFV (the ‘‘Proposed 

IFV’’) for the Fund, which differs from 

the method of calculating the IFV as set 

forth in the Prior Amex Notice.10

Accordingly, the Exchange proposes to 

amend the current listing 

representations for the Fund relating to 

the change to the method of calculating 

the IFV for the Fund. 

As stated in the Prospectus, in order 

to provide updated information relating 

to USO for use by investors and market 

professionals, ICE Data Indices, LLC 

calculates and disseminates throughout 

the Core Trading Session on each 

trading day the Proposed IFV. The 

Proposed IFV, which is currently being 

utilized in connection with trading of 

Units, is calculated by using the prior 

day’s closing per share NAV of USO as 

a base and updating that value 

throughout the trading day to reflect 

changes in the most recently reported 

trade prices for the Oil Futures 

Contracts and Other Oil-Related 

Investments held by USO. This 

representation differs from that in the 

Prior Amex Notice regarding the Prior 

IFV, which stated that the IFV reflects 

only price changes of the current 

Benchmark Oil Futures Contract. The 

Proposed IFV disseminated during 

NYSE Arca Core Trading Session should 

not be viewed as an actual real-time 

update of the per share NAV, because 

the per share NAV is calculated only 

once at the end of each trading day 

based upon the relevant end of day 

values of USO’s investments. 

The Proposed IFV is disseminated on 

a per share basis at least every 15 

seconds during the regular NYSE Arca 

Core Trading Session. As stated in the 

Supplement, the normal trading hours 

for Oil Futures Contracts traded on the 

NYMEX are 6:00 p.m. Eastern Time to 

5:00 p.m. Eastern Time the next day and 

its closing settlement price is set as of 

2:30 p.m. Eastern Time. ICE Futures 

normal trading hours for its Oil Futures 

Contracts are 8:00 p.m. until 6:00 p.m. 

Eastern Time the next day. It also sets 

its settlement price as of 2:30 p.m. 

Eastern Time each trading day. The 

Proposed IFV during the Core Trading 

Session includes the real-time prices of 

the Fund’s holdings of Oil Futures 

Contracts traded on the NYMEX and ICE 

Futures up until approximately 2:30 

p.m. Eastern Time, and, thereafter, to 

the close of the NYSE Arca Core Trading 

Session, is based on the 2:30 p.m. 

settlement prices of Oil Futures 

Contracts traded on the NYMEX and ICE 

Futures, which are the same prices used 

for valuing such contracts in 

determining USO’s official end of day 

NAV. Therefore, a static Proposed IFV is 

disseminated between the time the 

settlement price is published (at 

approximately 2:30 p.m. Eastern Time) 

for NYMEX and ICE Futures and the 

close of the NYSE Arca Core Trading 

Session.11

In addition, the Proposed IFV 

calculation includes the other Oil 

Futures Contracts (i.e., other than Oil 

Futures Contracts traded on NYMEX or 

ICE Futures) and Other Oil-Related 

Investments held by USO by using the 

prices of the Oil Futures Contracts 

traded on NYMEX or ICE Futures 

referenced in, or used as the basis for, 

the prices of these other Oil Futures 

Contracts and Other Oil-Related 

Investments. Such other Oil Futures 

Contracts and Other Oil-Related 

Investments, like Oil Futures Contracts 

traded on the NYMEX and ICE Futures 

referenced above, also are valued using 

the real-time prices of Oil Futures 

Contracts traded on the NYMEX and ICE 

Futures up until approximately 2:30 

p.m. Eastern Time, and, thereafter, to 

the close of the NYSE Arca Core Trading 

Session, based on the 2:30 p.m. 

settlement prices of Oil Futures 

Contracts traded on the NYMEX and ICE 

Futures. Therefore, the prices in the 

Proposed IFV relating to such other Oil 

Futures Contracts and Other Oil-Related 

Investments are static between the time 

the settlement price is published for 

NYMEX and ICE Futures and the close 

of the NYSE Arca Core Trading Session. 

While the end of day value of 

Treasuries, cash and cash equivalents 

are included in USO’s prior end of day 

NAV, to which changes in the value of 

Oil Futures Contracts and Other OilRelated Investments are applied in 

calculating the Proposed IFV, intraday 

changes in the value of Treasuries, cash 

and cash equivalents are not applied in 

calculating the Proposed IFV. 

ICE Data Indices, LLC disseminates 

the Proposed IFV through the facilities 

of CTA. In addition, the Proposed IFV 

is available through on-line information 

services such as Bloomberg and 

Refinitiv. 

As stated in the Prospectus, and 

consistent with the current listing 

representations applicable to the Units 

as described in the Prior Amex Releases, 

the Fund has invested increasingly in 

Oil Futures Contracts other than 

Benchmark Oil Futures Contracts.12

Accordingly, because of the Fund’s 

ability to invest in other Oil Futures 

Contracts in addition to the Benchmark 

Oil Futures Contracts as well as Other 

Oil-Related Investments, the Proposed 

IFV better reflects the intraday value of 

Units because it incorporates price 

changes of Oil Futures Contracts held by 

the Fund other than Benchmark Oil 

Futures Contracts as well as Other OilRelated Investments referenced in the 

Prior Amex Releases and in the 

Prospectus. 

The Exchange believes that the 

Proposed IFV may be useful to market 

participants in providing information 

regarding the intraday value of Units. As 

such, it is necessary and appropriate 

that the Proposed IFV reflect prices of 


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84024 Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

16 17 CFR 240.19b–4(f)(6). 

17 17 CFR 240.19b–4(f)(6)(iii). 

18For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

Oil Futures Contracts and Other OilRelated Investments, as described in the 

Prospectus and the Supplement, rather 

than price changes of the current 

Benchmark Oil Futures Contract, except 

to the extent the Fund holds Benchmark 

Oil Futures Contracts. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 13 that an 

exchange have rules that are 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, in general, to protect investors and 

the public interest. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest. The 

Exchange believes that the Proposed IFV 

is useful to market participants in 

providing information regarding the 

intraday value of Units. As such, it is 

necessary and appropriate that the 

Proposed IFV reflect prices of Oil 

Futures Contracts and Other Oil-Related 

Investments, as described in the Prior 

Amex Notice, rather than price changes 

to the current Benchmark Oil Futures 

Contract. The Exchange believes this 

change facilitates fair and orderly 

trading of Units because the Proposed 

IFV better reflects the intraday value of 

Units by incorporating price changes of 

all Oil Futures Contracts held by the 

Fund, including Benchmark Oil Futures 

Contracts, as well as Other Oil-Related 

Investments referenced in the Prior 

Amex Releases and in the Prospectus. 

As noted above, ICE Data Indices, LLC 

disseminates the Proposed IFV through 

facilities of CTA. In addition, the 

Proposed IFV is available through online information services such as 

Bloomberg and Refinitiv. 

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 that is not 

necessary or appropriate in furtherance 

of the purpose of the Act. The Exchange 

believes that the proposed rule change 

facilitates fair and orderly trading of 

Units that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 14 and Rule 19b– 

4(f)(6) thereunder.15

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 16 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 17

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has asked 

the Commission to waive the 30-day 

operative delay. The Exchange states 

that waiver of the 30-day operative 

delay would permit the Fund’s IFV to 

better reflect prices of the Fund’s actual 

holdings, including Oil Futures 

Contracts and Other Oil-Related 

Investments, as described in the 

Prospectus and Supplement, rather than 

price changes of the current Benchmark 

Oil Futures Contracts, except to the 

extent the Fund holds Benchmark Oil 

Futures Contracts. The proposed rule 

change does not raise any novel 

regulatory issues, and the Commission 

believes that waiver of the 30-day 

operative delay is consistent with the 

protection of investors and the public 

interest. Therefore, the Commission 

hereby waives the operative delay and 

designates the proposal as operative 

upon filing.18

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 necessary or appropriate in the 

public interest, for the protection of 

investors, or 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 

change 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– 

NYSEArca–2020–110 on the subject 

line. 

Paper Comments 

• 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–NYSEArca–2020–110. 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, 

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. 


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Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices 84025 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 89878 

(September 15, 2020), 85 FR 59349 (September 21, 

2020) (‘‘Notice’’). Comments received on the 

proposal are available on the Commission’s website 

at: https://www.sec.gov/comments/sr-nasdaq-2020- 

057/srnasdaq2020057.htm. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 90331 

(November 4, 2020), 85 FR 71708 (November 10, 

2020). The Commission designated December 20, 

2020, as the date by which it should approve, 

disapprove, or institute proceedings to determine 

whether to disapprove the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7The reference to a registration statement refers 

to a registration statement effective under the 

Securities Act of 1933 (‘‘Securities Act’’). 

8See proposed IM–5315–2. A Direct Listing with 

a Capital Raise would include listings 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. See id. The Commission notes that while 

the Exchange’s current rules also permit Selling 

Shareholder Direct Listings on the Nasdaq Global 

Market and Nasdaq Capital Market (see IM–5405– 

1 and IM–5505–1), the current proposal would only 

provide for a Direct Listing with a Capital Raise on 

the Nasdaq Global Select Market. 

9 ‘‘Restricted Securities’’ means securities that are 

subject to resale restrictions for any reason, 

including, but not limited to, securities: (1) 

Acquired directly or indirectly from the issuer or 

an affiliate of the issuer in unregistered offerings 

such as private placements or Regulation D 

offerings; (2) acquired through an employee stock 

benefit plan or as compensation for professional 

services; (3) acquired in reliance on Regulation S, 

which cannot be resold within the United States; (4) 

subject to a lockup agreement or a similar 

contractual restriction; or (5) considered ‘‘restricted 

securities’’ under Rule 144. See Rule 5005(a)(37). 

‘‘Unrestricted Securities’’ means securities that are 

not Restricted Securities. See Rule 5005(a)(46). 

‘‘Unrestricted Publicly Held Shares’’ means the 

Publicly Held Shares that are Unrestricted 

Securities. See Rule 5005(a)(45). See also Rule 

5005(a)(23) and (35) for definitions of ‘‘Market 

Value’’ and ‘‘Publicly Held Shares.’’ 

10 IM–5315–1 describes the requirement for a 

Valuation, including the experience and 

independence of the entity providing the Valuation. 

11The Exchange defines ‘‘Private Placement 

Market’’ in Listing Rule 5005(a)(34) as a trading 

system for unregistered securities operated by a 

national securities exchange or a registered brokerdealer. 

12See proposed IM–5315–2. 

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–NYSEArca–2020–110, and 

should be submitted on or before 

January 13, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28303 Filed 12–22–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90717; File No. SR– 

NASDAQ–2020–057] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Allow 

Companies To List in Connection With 

a Direct Listing With a Primary Offering 

In Which the Company Will Sell Shares 

Itself In the Opening Auction on the 

First Day of Trading on Nasdaq and To 

Explain How the Opening Transaction 

for Such a Listing Will Be Effected 

December 17, 2020. 

I. Introduction 

On September 4, 2020, The Nasdaq 

Stock Market LLC (‘‘Nasdaq’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to allow companies 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 and to 

explain how the opening transaction for 

such a listing will be effected. The 

proposed rule change was published for 

comment in the Federal Register on 

September 21, 2020.3 On November 4, 

2020, pursuant to Section 19(b(2) of the 

Exchange Act,4 the Commission 

designated a longer period within which 

to either approve the proposed rule 

change, disapprove the proposed rule 

change, or institute proceedings to 

determine whether to disapprove the 

proposed rule change.5 This order 

institutes proceedings under Section 

19(b)(2)(B) of the Exchange Act 6 to 

determine whether to approve or 

disapprove the proposed rule change. 

II. Description of the Proposal 

Listing Rule IM–5315–1 provides 

additional listing requirements for 

listing a company that has not 

previously had its common equity 

securities registered under the Exchange 

Act on the Nasdaq Global Select Market 

at the time of effectiveness of a 

registration statement 7 filed solely for 

the purpose of allowing existing 

shareholders to sell their shares (a 

‘‘Selling Shareholder Direct Listing’’). 

To allow a company to also sell shares 

on its own behalf in connection with its 

initial listing upon effectiveness of a 

registration statement, without a 

traditional underwritten public offering, 

the Exchange has proposed to adopt 

Listing Rule IM–5315–2. This proposed 

rule would allow a company that has 

not previously had its common equity 

securities registered under the Exchange 

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 (a ‘‘Direct 

Listing with a Capital Raise’’).8

In considering a Selling Shareholder 

Direct Listing, Listing Rule IM–5315–1 

currently provides that the Exchange 

will determine that such company has 

met the applicable Market Value of 

Unrestricted Publicly Held Shares 9

requirements based on the lesser of: (i) 

An independent third party valuation of 

the company (a ‘‘Valuation’’); 10 and (ii) 

the most recent trading price for the 

company’s common stock in a Private 

Placement Market 11 where there has 

been sustained recent trading. For a 

security that has not had sustained 

trading in a Private Placement Market 

prior to listing, the Exchange will 

determine that such company has met 

the Market Value of Unrestricted 

Publicly Held Shares requirement if the 

company satisfies the applicable Market 

Value of Unrestricted Publicly Held 

Shares requirement and provides a 

Valuation evidencing a Market Value of 

Publicly Held Shares of at least 

$250,000,000. 

With respect to a Direct Listing with 

a Capital Raise, the Exchange has 

proposed that, in determining whether a 

company satisfies the Market Value of 

Unrestricted Publicly Held Shares 

requirement 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 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).12 The Exchange 

has proposed to calculate the Market 

Value of Unrestricted Publicly Held 

Shares, for this purpose, using a price 

per share equal to the price that is 20% 

below the lowest price of the price range 

disclosed by the issuer in its registration 


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