84436 Federal Register / Vol. 85, No. 248 / Monday, December 28, 2020 / Notices 

25See 2016 Order, supra note 24, 81 FR at 85665; 

2011 Approval Order, supra note 21, 76 FR at 

79266. 

26See supra note 10 and accompanying text. 

27See supra note 11 and accompanying text. 

28As Nasdaq states in its filing, ‘‘[o]f course an 

Acquisition Company could only switch its listing 

to Nasdaq if it satisfies all of Nasdaq’s initial listing 

requirements. In addition, the combined company 

would again have to satisfy all initial listing 

requirements at the time of the business 

combination.’’ Notice, supra note 3, 85 FR at 59347. 

29 15 U.S.C. 78f(b)(8). 

30 15 U.S.C. 78f(b)(5). 

31 15 U.S.C. 78s(b)(2). 

32 17 CFR 200.30–3(a)(12). 

of the services adds greater transparency 

to the Exchange’s rules and to the fees 

applicable to such companies.25 Based 

on the foregoing, the Commission 

believes that the Exchange has provided 

a sufficient basis for treating as an 

Eligible Switch, for purposes of IM– 

5900–7, an Acquisition Company that 

switches from NYSE to Nasdaq after 

announcing a business combination and 

satisfies the conditions in IM–5101–2(b) 

and lists on the Nasdaq’s Global or 

Global Select Markets by meeting all 

listing requirements and that this 

change does not unfairly discriminate 

among issuers and is therefore 

consistent with Section 6(b)(5) of the 

Act. For similar reasons, and as the 

value of services offered to an Eligible 

Switch is not changing, only whether 

certain Acquisition Companies are 

treated as an Eligible Switch instead of 

an Eligible Listing, the Commission 

believes that the proposal is consistent 

with Section 6(b)(4) of the Act. 

Further, the Exchange asserts that its 

proposal removes an incentive for an 

Acquisition Company to wait until the 

consummation of a business 

combination to change listing exchanges 

if it would like to receive the more 

valuable package of services, which 

otherwise makes it more difficult to 

process the listing determinations 

smoothly.26 As noted above, under the 

proposal the Acquisition Company will 

be treated as an Eligible Switch only in 

connection with the business 

combination that was announced prior 

to the transfer of its listing to Nasdaq.27

Therefore, the proposal appears to be 

narrowly crafted and does not permit 

the company to be treated as an Eligible 

Switch indefinitely should the 

announced business combination be 

terminated. Based on the above, the 

Commission believes that the proposal 

should remove impediments to the 

operation of a free and open market and 

protect investors and the public interest, 

consistent with Section 6(b)(5) of the 

Act. 

The Exchange has also stated that the 

proposal would provide an incentive for 

a company to list on Nasdaq given that 

companies often reconsider their listing 

market at the time of a public 

announcement to a business 

combination in connection with its 

rebranding and the launch of the 

operating company. As noted above, the 

Commission also believes that the 

Exchange is responding to competitive 

pressures in the market for listings in 

making this proposal. The Exchange 

states in its proposal that it faces 

competition in the market for listing 

services and the Commission 

understands that the Exchange 

competes, in part, by offering 

complimentary services to companies. 

Specifically, the Exchange is offering a 

more valuable listing package of 

complementary services to Acquisition 

Companies that transfer from NYSE at 

the time that they announce a business 

combination, and later satisfy the 

conditions in IM–5901–2(b) and all the 

initial listing requirements at the time of 

the business combination to list on the 

Nasdaq Global or Global Select 

Markets,28 to attract new listings. 

Accordingly, the Commission believes 

that the proposed rule reflects the 

current competitive environment for 

exchange listings among national 

securities exchanges, and is appropriate 

and consistent with Section 6(b)(8) of 

the Act.29

Finally, the Commission finds that it 

is consistent with Section 6(b)(5) of the 

Act 30 for the Exchange to make various 

technical and conforming revisions to 

facilitate clarity of its Rules. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,31 that the 

proposed rule change, as modified by 

Amendment No. 1 (SR–NASDAQ–2020– 

060), be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28518 Filed 12–23–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. PA–56; File No. S7–21–20] 

Privacy Act of 1974; System of 

Records 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Rescindment of system of record 

notice. 

SUMMARY: Pursuant to the Privacy Act of 

1974 (5 U.S.C. 552a) and Office of 

Management and Budget (OMB) 

Circular No. A–108, the Securities and 

Exchange Commission (Commission or 

SEC) proposes to rescind four existing 

systems of records. The Notice of 

Rescindment identifies the system of 

records, explains why the SORN is 

being rescinded, and provides an 

account of what will happen to the 

records previously maintained in the 

system. 

DATES: The rescindments will become 

effective on February 8, 2021. 

ADDRESSES: 

Comments may be submitted by any 

of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/submitcomments.htm); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

21–20 on the subject line. 

Paper Comments 

Send paper comments in triplicate to 

Vanessa A. Countryman, Secretary, U.S. 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to S7–21–20. This file number 

should be included on the subject line 

if email is used. To help 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/other.shtml). 

Comments are also 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. All 

comments received will be posted 

without change; we do not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Ronnette McDaniel, Privacy and 

Information Assurance Branch Chief, 

202–551–7200 or privacyhelp@sec.gov. 

SUPPLEMENTARY INFORMATION: Four 

systems were identified for rescindment 

from the SEC’s Privacy Act systems of 

records inventory. The SORNs were 

identified for rescindment because they 

are duplicative, and covered by another 

SEC system of records. OMB requires 

that each agency provide assurance that 

systems of records do not duplicate any 

existing agency or government-wide 

systems of records. A description of 


tkelley on DSKBCP9HB2PROD with NOTICES
Federal Register / Vol. 85, No. 248 / Monday, December 28, 2020 / Notices 84437 

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

2 17 CFR 240.19b–4. 

each rescindment justification, the 

applicable SORNs, and an account of 

what happened to the records is as 

follows: 

1. SEC–19: Division of Corporation 

Finance and Support Office Working 

Files. The records in SEC–19 are 

duplicative of and share the same 

purpose as the records in SEC–68: SEC’s 

Division of Corporation Finance 

Records, 83 FR 6892 (February 15, 

2018). 

2. SEC–29: Agency Correspondence 

Tracking System (ACTS). The records in 

SEC–29 are duplicative of and share the 

same purpose as the records in SEC–65: 

Investor Response Information System 

(IRIS), 76 FR 30213 (May 24, 2011). 

3. SEC–58: System for Enforcement 

Case Tracking and Routing (SECTR). 

The records in SEC–58 are duplicative 

and share the same purpose as the 

records in SEC–70: SEC’s Division of 

Trading and Market Records, 83 FR 

6892 (February 15, 2018). 

4. SEC–61: Municipal Advisor 

Records The records in SEC 61 are 

duplicative and share the same purpose 

as the records in SEC–62. 

Correspondence Files Pertaining to 

Municipal Advisors; Municipal Advisor 

Logs. 

History: 

System 

No. 

Federal Register Number and 

publication date 

SEC–19 ....... Division of Corporation Finance and Support Office 

Working Files 40 FR 39253 

(August 27, 1975). 

SEC–29 ....... Agency Correspondence 

Tracking System (ACTS) 40 

FR 39253 (August 27, 

1975) and 62 FR 47887 

(September 11, 1997). 

SEC–58 ....... System for Enforcement Case 

Tracking and Routing 

(SECTR) 74 FR 36281 (July 

22, 2009). 

SEC–61 ....... Municipal Advisor Records 75 

FR 51854 (August 23, 

2010). 

By the Commission. 

Dated: December 21, 2020. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2020–28600 Filed 12–23–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90719; File No. SR– 

NASDAQ–2020–087] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Exchange’s Transaction Credits and 

Charges at Equity 7, Sections 114 and 

118 

December 18, 2020. 

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 

7, 2020, The Nasdaq Stock Market LLC 

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

Securities and Exchange Commission 

(‘‘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 

Exchange’s transaction credits [sic] at 

Equity 7, Sections 114 and 118, as 

described further below. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

Presently, the Exchange provides its 

members with various credits for 

executing orders in securities priced at 

or above $1 that add liquidity to the 

Exchange and charges them various fees 

for executing orders, also in securities 

priced at or above $1 that remove 

liquidity from the Exchange, as set forth 

in Equity 7, Section 118(a) of the 

Exchange’s Rules. Members may qualify 

for tiers of discounted fees and premium 

credits based, in part, upon the volume 

of their activities in securities priced at 

or above $1 on the Exchange as a 

percentage of total ‘‘Consolidated 

Volume.’’ 

Pursuant to Equity 7, Section 118(a), 

the term ‘‘Consolidated Volume’’ means 

the total consolidated volume reported 

to all consolidated transaction reporting 

plans by all exchanges and trade 

reporting facilities during a month in 

equity securities, excluding executed 

orders with a size of less than one round 

lot. For purposes of calculating 

Consolidated Volume and the extent of 

a member’s trading activity the date of 

the annual reconstitution of the Russell 

Investments Indexes is excluded from 

both total Consolidated Volume and the 

member’s trading activity. 

Similarly, in Equity 7, Section 114, 

the Exchange offers several special 

pricing programs that are based, in part, 

upon members’ activities in securities 

priced at or more than $1 relative to 

total Consolidated Volume. These 

programs provide credits to Qualified 

Market Makers, to members that 

establish the National Best Bid or Offer, 

and to members that grow their activity 

on the Exchange to a specified extent. 

Generally, the ratio of consolidated 

volumes in securities priced at or above 

$1 (‘‘dollar plus volume’’) relative to 

securities priced below a dollar (‘‘subdollar volume’’) has been stable from 

month to month, such that 

‘‘Consolidated Volume’’ has been a 

reasonable baseline for determining 

tiered and special pricing for members 

that execute dollar plus volume on the 

Exchange. 

In December 2020, however, subdollar volume has increased 

dramatically and unusually relative to 

dollar plus volume due to activity 

concentrated in a handful of noninstitutional firms, trading mostly one 

particular sub-dollar stock. 

Additionally, this volume spike may 

have been exacerbated by changes to 

other exchanges’ pricing schemes, 


tkelley on DSKBCP9HB2PROD with NOTICES