636 Federal Register / Vol. 86, No. 3 / Wednesday, January 6, 2021 / Notices 

23See supra note 16. 24See supra notes 13 and 14. The Exchange states 

that Prometric has also had to close some reopened 

test centers due to incidents of COVID–19 cases. 25See supra note 15. FINRA is considering 

making additional qualification examinations 

available remotely on a limited basis. 26The Exchange states that Members remain 

subject to the continued requirement to supervise 

the activities of these designated individuals and 

ensure compliance with federal securities laws and 

regulations, as well as MIAX PEARL rules. 

27See supra note 3. 

28As noted above by the Exchange, this proposed 

temporary change is based on a recent filing by 

FINRA that the Commission approved with a 

waiver of the 30-day operative delay. See supra 

note 3, FINRA Filing at 81260. 

29For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

30 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

the proposed rule change may become 

operative immediately upon filing. As 

noted above, the Exchange stated that 

the proposed extension of time will help 

minimize the impact of the COVID–19 

outbreak on Members’ operations by 

allowing them to keep principal 

positions filled and minimizing 

disruptions to client services and other 

critical responsibilities. The Exchange 

further stated that the ongoing 

extenuating circumstances of the 

COVID–19 pandemic make it 

impractical to ensure that individuals 

designated to act in these capacities are 

able to take and pass the appropriate 

qualification examination during the 

120-calendar day period required under 

the rules. The Exchange also explained 

that shelter-in-place orders, 

quarantining, restrictions on business 

and social activity and adherence to 

social distancing guidelines consistent 

with the recommendations of public 

officials remain in place in various 

states.23 In addition, the Exchange 

observed that, following a nationwide 

closure of all test centers earlier in the 

year, some test centers have re-opened, 

but are operating at limited capacity or 

are only delivering certain examinations 

that have been deemed essential by the 

local government.24 Although, as the 

Exchange noted, FINRA has launched 

an online test delivery service to help 

address this backlog, the General 

Securities Principal (Series 24) 

Examination is not available online.25

Nevertheless, the Exchange explained 

that the proposed rule change will 

provide needed flexibility to ensure that 

these positions remain filled and is 

tailored to address the constraints on 

Members’ operations during the 

COVID–19 pandemic without 

significantly compromising critical 

investor protection.26

The Commission observed that the 

Exchange’s proposal, like FINRA’s 

analogous filing, provides only 

temporary relief from the requirement to 

pass certain qualification examinations 

within the 120-day period in the rules. 

As proposed, this relief would extend 

the 120-day period that certain 

individuals can function as principals 

through April 30, 2021. If a further 

extension of temporary relief from the 

rule requirements identified in this 

proposal beyond April 30, 2021 is 

required, the Exchange noted that it may 

submit a separate rule filing to extend 

the effectiveness of the temporary relief 

under these rules.27 For these reasons, 

the Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest.28 Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.29

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 

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– 

PEARL–2020–36 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–PEARL–2020–36. 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 such 

filing also will be available for 

inspection and copying at the principal 

office of MIAX PEARL. 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–PEARL–2020–36 and 

should be submitted on or before 

January 27, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–29220 Filed 1–5–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90829; File No. SR– 

EMERALD–2020–21] 

Self-Regulatory Organizations; MIAX 

Emerald, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 1900, Registration Requirements, 

To Adopt Temporary Interpretation and 

Policy .13 (Temporary Extension of the 

Limited Period for Registered Persons 

To Function as Principals) 

December 30, 2020. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on December 28, 2020, MIAX Emerald, 

LLC (‘‘MIAX Emerald’’ or the 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 3 / Wednesday, January 6, 2021 / Notices 637 

3See Exchange Act Release No. 90617 (December 

9, 2020), 85 FR 81258 (December 15, 2020) (SR– 

FINRA–2020–043) (‘‘FINRA Filing’’). The Exchange 

notes that the FINRA Filing also provides 

temporarily relief to individuals registered with 

FINRA as Operations Professionals under FINRA 

Rule 1220. The Exchange does not have a 

registration category for Operations Professionals 

and therefore, the Exchange is not proposing to 

adopt that aspect of the FINRA Filing. If the 

Exchange seeks to provide additional temporary 

relief from the rule requirement identified in this 

proposal beyond April 30, 2021, it will submit a 

separate rule filing to further extend the temporary 

extension of time. 

4See id. 

5See https://www.finra.org/rules-guidance/keytopics/covid-19/faq#qe. 

6At the outset of the COVID–19 pandemic, all 

FINRA qualification examinations were 

administered at test centers operated by Prometric. 

Based on the health and welfare concerns resulting 

from COVID–19, in March Prometric closed all of 

its test centers in the United States and Canada and 

began to slowly reopen some of them at limited 

capacity in May. At this time, not all of these 

Prometric test centers have reopened at full 

capacity. 

7Exchange Rule 1900, Interpretation and Policy 

.04, is the corresponding rule to FINRA Rule 

1210.04. 

8FINRA Rule 1210.04 (Requirements for 

Registered Persons Functioning as Principals for a 

Limited Period) allows a FINRA-member firm to 

designate certain individuals to function in a 

principal capacity for 120 calendar days before 

having to pass an appropriate principal 

qualification examination. Exchange Rule 1900, 

Interpretation and Policy .04, provides the same 

allowance to Exchange Members. 

9See Exchange Act Release No. 89732 (September 

1, 2020), 85 FR 55535 (September 8, 2020) (Notice 

of Filing and Immediate Effectiveness of File No. 

SR–FINRA–2020–026). 

10See supra note 3. 

11The term ‘‘Member’’ means an individual or 

organization approved to exercise the trading rights 

associated with a Trading Permit. Members are 

deemed ‘‘members’’ under the Exchange Act. See 

Exchange Rule 100. 

12See, e.g., Meryl Kornfield, Jacqueline Dupree, 

Marisa Iati, Paulina Villegas, Siobhan O’Grady and 

Hamza Shaban, New daily coronavirus cases in U.S. 

rise to 145,000, latest all-time high, Wash. Post, 

November 11, 2020, https://

www.washingtonpost.com/nation/2020/11/11/ 

coronavirus-covid-live-updates-us/. 

13 Information about the continued impact of 

COVID–19 on FINRA-administered examinations is 

available at https://www.finra.org/rules-guidance/ 

key-topics/covid-19/exams. 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

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 is filing a proposal to 

amend Exchange Rule 1900, 

Registration Requirements, to adopt 

temporary Interpretation and Policy .13 

(Temporary Extension of the Limited 

Period for Registered Persons to 

Function as Principals). 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/emerald, at MIAX Emerald’s 

principal office, 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 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to adopt 

Interpretation and Policy .13 

(Temporary Extension of the Limited 

Period for Registered Persons to 

Function as Principals) to Exchange 

Rule 1900, Registration Requirements. 

The proposed rule change would extend 

the 120-day period that certain 

individuals can function as principals 

without having successfully passed an 

appropriate qualification examination 

through April 30, 2021,3 and would 

apply only to those individuals who 

were designated to function as 

principals prior to January 1, 2021. This 

proposed rule change is based on a 

filing recently submitted by the 

Financial Regulatory Authority, Inc. 

(‘‘FINRA’’) 4 and is intended to 

harmonize the Exchange’s registration 

rules with those of FINRA so as to 

promote uniform standards across the 

securities industry. 

In response to COVID–19, earlier this 

year FINRA began providing temporary 

relief by way of frequently asked 

questions (‘‘FAQs’’) 5 to address 

disruptions to the administration of 

FINRA qualification examinations 

caused by the pandemic that have 

significantly limited the ability of 

individuals to sit for examinations due 

to Prometric test center capacity issues.6

FINRA published the first FAQ on 

March 20, 2020, providing that 

individuals who were designated to 

function as principals under FINRA 

Rule 1210.04 7 prior to February 2, 2020, 

would be given until May 31, 2020, to 

pass the appropriate principal 

qualification examination.8 On May 19, 

2020, FINRA extended the relief to pass 

the appropriate examination until June 

30, 2020. On June 29, 2020, FINRA 

extended the temporary relief providing 

that individuals who were designated to 

function as principals under FINRA 

Rule 1210.04 prior to May 4, 2020, 

would be given until August 31, 2020, 

to pass the appropriate principal 

qualification examination. On August 

28, 2020, FINRA filed with the 

Commission a proposed rule change for 

immediate effectiveness to extend the 

temporary relief provided via the two 

FAQs by adopting: (1) Temporary 

Supplementary Material .12 (Temporary 

Extension of the Limited Period for 

Registered Persons to Function as 

Principals) under FINRA Rule 1210 

(Registration Requirements), and (2) 

temporary Supplementary Material .07 

(Temporary Extension of the Limited 

Period for Persons to Function as 

Operations Professionals) under FINRA 

Rule 1220 (Registration Categories).9

Pursuant to this rule filing, individuals 

who were designated prior to September 

3, 2020, to function as a principal under 

FINRA Rule 1210.04 would have until 

December 31, 2020, to pass the 

appropriate qualification examination. 

Thereafter, on December 9, 2020, 

FINRA filed with the Commission a 

proposed rule change for immediate 

effectiveness to extend the limited 

period for registered persons to function 

as a principal through April 30, 2021.10

Pursuant to this rule filing, individuals 

who were designated prior to January 1, 

2021 to function as a principal would 

have until April 30, 2021 to pass the 

appropriate qualifying examination. 

The Exchange continues to closely 

monitor the impact of the COVID–19 

pandemic on Members,11 investors, and 

other stakeholders. The COVID–19 

conditions necessitating the extension 

of relief provided in the FINRA’s FAQs 

and rule amendments persist and, in 

fact, appear to be worsening.12 One of 

the impacts of COVID–19 continues to 

be serious interruptions in the 

administration of FINRA qualification 

examinations at Prometric test centers 

and the limited ability of individuals to 

sit for the examinations.13 Although 

Prometric has begun reopening test 

centers, Prometric’s safety practices 

mean that currently not all test centers 

are open, some of the open test centers 

are at limited capacity, and some open 

test centers are delivering only certain 


jbell on DSKJLSW7X2PROD with NOTICES
638 Federal Register / Vol. 86, No. 3 / Wednesday, January 6, 2021 / Notices 

14 Information from Prometric about its safety 

practices and the impact of COVID–19 on its 

operations is available at https://

www.prometric.com/corona-virus-update. 

15Although an online test delivery service has 

been launched to help address the backlog, the 

General Securities Principal Exam (Series 24) is not 

available online. See supra note 13. FINRA is 

considering making additional qualifications 

examinations available remotely on a limited basis. 

16See, e.g., Centers for Disease Control and 

Prevention, How to Protect Yourself & Others, 

https://www.cdc.gov/coronavirus/2019-ncov/ 

prevent-getting-sick/prevention.html. 

17See supra note 3. 

18 15 U.S.C. 78f(b). 

19 15 U.S.C. 78f(b)(5). 20See supra notes 3 and 9. 

examinations that have been deemed 

essential by the local government.14

Furthermore, Prometric has had to close 

some reopened test centers due to 

incidents of COVID–19 cases. The initial 

nationwide closure in March along with 

the inability to fully reopen all 

Prometric test centers due to COVID–19 

have led to a significant backlog of 

individuals who are waiting to sit for 

FINRA examinations.15

In addition, firms are continuing to 

experience operational challenges with 

much of their personnel working from 

home due to shelter-in-place orders, 

restrictions on businesses and social 

activity imposed in various states, and 

adherence to other social distancing 

guidelines consistent with the 

recommendations of public health 

officials.16 As a result, firms continue to 

face potentially significant disruptions 

to their normal business operations that 

may include a limitation of in-person 

activities and staff absenteeism as a 

result of the health and welfare 

concerns stemming from COVID–19. 

Such potential disruptions may be 

further exacerbated and may even affect 

client services if firms cannot continue 

to keep principal positions filled as they 

may have difficulty finding other 

qualified individuals to transition into 

these roles or may need to reallocate 

employee time and resources away from 

other critical responsibilities at the firm. 

These ongoing, extenuating 

circumstances make it impracticable for 

Members to ensure that the individuals 

whom they have designated to function 

in a principal capacity, as set forth in 

Exchange Rule 1900, Interpretation and 

Policy .04, are able to successfully sit for 

and pass an appropriate qualification 

examination within the 120-calendar 

day period required under the rule, or 

to find other qualified staff to fill this 

position. The ongoing circumstances 

also require individuals to be exposed to 

the health risks associated with taking 

an in-person examination, because the 

General Securities Principal 

examination is not available online. 

Therefore, the Exchange is proposing to 

provide the temporary relief provided 

through the FINRA FAQs by adopting 

Interpretation and Policy .13 to 

Exchange Rule 1900 to extend the 120- 

day period during which an individual 

can function as a principal before 

having to pass an applicable 

qualification examination until April 

30, 2021.17 The proposed rule change 

would apply only to those individuals 

who were designated to function as a 

principal prior to January 1, 2021. Any 

individuals designated to function as a 

principal on or after January 1, 2021, 

would need to successfully pass an 

appropriate qualification examination 

within 120 days. 

The Exchange believes that this 

proposed extension of time is tailored to 

address the needs and constraints on a 

Member’s operations during the 

COVID–19 pandemic, without 

significantly compromising critical 

investor protection. The proposed 

extension of time will help to minimize 

the impact of COVID–19 on Members by 

providing flexibility so that Members 

can ensure that principal positions 

remain filled. The potential risks from 

the proposed extension of the 120-day 

period are mitigated by the Member’s 

requirement to supervise the activities 

of these designated individuals and 

ensure compliance with federal 

securities laws and regulations, as well 

as Exchange rules. 

2. Statutory Basis 

The Exchange believes that its 

proposed rule change is consistent with 

Section 6(b) of the Exchange Act 18 in 

general, and furthers the objectives of 

Section 6(b)(5) of the Act 19 in 

particular, in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities, to remove 

impediments to and perfect the 

mechanisms of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The proposed rule change is intended 

to minimize the impact of COVID–19 on 

Member operations by extending the 

120-day period certain individuals may 

function as a principal without having 

successfully passed an appropriate 

qualification examination under 

Exchange Rule 1900, Interpretation and 

Policy. 04, until April 30, 2021. The 

proposed rule change does not relieve 

Members from maintaining, under the 

circumstances, a reasonably designed 

system to supervise the activities of 

their associated persons to achieve 

compliance with applicable securities 

laws and regulations, and with 

applicable Exchange rules that directly 

serve investor protection. In a time 

when faced with unique challenges 

resulting from the COVID–19 pandemic, 

the Exchange believes that the proposed 

rule change is a sensible 

accommodation that will continue to 

afford Members the ability to ensure 

that critical positions are filled and 

client services maintained, while 

continuing to serve and promote the 

protection of investors and the public 

interest in this unique environment. 

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 purposes of the Exchange Act. 

The proposed rule change is intended to 

provide temporary relief given the 

impacts of the COVID–19 pandemic 

crisis and to also maintain consistency 

with the rules of other self-regulatory 

organizations (‘‘SROs’’) with respect to 

the registration requirements applicable 

to Members and their registered 

personnel. In that regard, the Exchange 

believes that any burden on competition 

would be clearly outweighed by 

providing Members with temporary 

relief in this unique environment while 

also ensuring clear and consistent 

requirements applicable across SROs 

and mitigating any risk of SROs 

implementing different standards in 

these important areas. In its filing, 

FINRA provides an abbreviated 

economic impact assessment 

maintaining that the changes are 

necessary to temporarily rebalance the 

attendant benefits and costs of the 

obligations under FINRA Rule 1210 in 

response to the impacts of the COVID– 

19 pandemic that is equally applicable 

to the changes the Exchange proposes.20

The Exchange accordingly incorporates 

FINRA’s abbreviated economic impact 

assessment by reference. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 3 / Wednesday, January 6, 2021 / Notices 639 

21 15 U.S.C. 78s(b)(3)(A). 

22 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. 

23See supra note 16. 

24See supra notes 13 and 14. The Exchange states 

that Prometric has also had to close some reopened 

test centers due to incidents of COVID–19 cases. 

25See supra note 15. FINRA is considering 

making additional qualification examinations 

available remotely on a limited basis. 

26The Exchange states that Members remain 

subject to the continued requirement to supervise 

the activities of these designated individuals and 

ensure compliance with federal securities laws and 

regulations, as well as MIAX Emerald rules. 

27See supra note 3. 

28As noted above by the Exchange, this proposed 

temporary change is based on a recent filing by 

FINRA that the Commission approved with a 

waiver of the 30-day operative delay. See supra 

note 3, FINRA Filing at 81260. 

29For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

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 21 and Rule 19b– 

4(f)(6) thereunder.22

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, pursuant to 

Rule 19b–4(f)(6)(iii), the Commission 

may 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 so that 

the proposed rule change may become 

operative immediately upon filing. As 

noted above, the Exchange stated that 

the proposed extension of time will help 

minimize the impact of the COVID–19 

outbreak on Members’ operations by 

allowing them to keep principal 

positions filled and minimizing 

disruptions to client services and other 

critical responsibilities. The Exchange 

further stated that the ongoing 

extenuating circumstances of the 

COVID–19 pandemic make it 

impractical to ensure that individuals 

designated to act in these capacities are 

able to take and pass the appropriate 

qualification examination during the 

120-calendar day period required under 

the rules. The Exchange also explained 

that shelter-in-place orders, 

quarantining, restrictions on business 

and social activity and adherence to 

social distancing guidelines consistent 

with the recommendations of public 

officials remain in place in various 

states.23 In addition, the Exchange 

observed that, following a nationwide 

closure of all test centers earlier in the 

year, some test centers have re-opened, 

but are operating at limited capacity or 

are only delivering certain examinations 

that have been deemed essential by the 

local government.24 Although, as the 

Exchange noted, FINRA has launched 

an online test delivery service to help 

address this backlog, the General 

Securities Principal (Series 24) 

Examination is not available online.25

Nevertheless, the Exchange explained 

that the proposed rule change will 

provide needed flexibility to ensure that 

these positions remain filled and is 

tailored to address the constraints on 

Members’ operations during the 

COVID–19 pandemic without 

significantly compromising critical 

investor protection.26

The Commission observed that the 

Exchange’s proposal, like FINRA’s 

analogous filing, provides only 

temporary relief from the requirement to 

pass certain qualification examinations 

within the 120-day period in the rules. 

As proposed, this relief would extend 

the 120-day period that certain 

individuals can function as principals 

through April 30, 2021. If a further 

extension of temporary relief from the 

rule requirements identified in this 

proposal beyond April 30, 2021 is 

required, the Exchange noted that it may 

submit a separate rule filing to extend 

the effectiveness of the temporary relief 

under these rules.27 For these reasons, 

the Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest.28 Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.29

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 

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– 

EMERALD–2020–21on 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–EMERALD–2020–21. 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 such 

filing also will be available for 

inspection and copying at the principal 

office of MIAX Emerald. 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–EMERALD–2020–21and 


jbell on DSKJLSW7X2PROD with NOTICES
640 Federal Register / Vol. 86, No. 3 / Wednesday, January 6, 2021 / Notices 

30 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. 84001 

(August 30, 2018); 83 FR 45289 (September 6, 2018) 

(SR–NASDAQ–2018–070). 4 Id. at 45295. 5 Id. at 45296. 6 Id. at 45295. See also Securities Exchange Act 

Release No. 70418 (September 16, 2013), 78 FR 

57909 (September 20, 2013) (SR–NASDAQ–2013– 

115). 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(4). 

9 15 U.S.C. 78f(b)(5). 

should be submitted on or before 

January 27, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–29218 Filed 1–5–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90832; File No. SR– 

NASDAQ–2020–097] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Waive 

Certain Fees Related to NonConvertible Bonds 

December 30, 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 

23, 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 and II 

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 waive 

certain fees related to non-convertible 

bonds listed in conjunction with their 

voluntary delisting from a regulated 

foreign exchange. 

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 

The Exchange proposes to amend 

Rule 5935 of the Nasdaq Listing Rules 

to waive the application and annual fees 

to list a class of non-convertible bonds 

on Nasdaq pursuant to Rule 5702 in 

conjunction with the company 

voluntarily delisting that bond from a 

regulated foreign exchange. The 

proposed waiver is identical to a waiver 

currently applied under Rule 5935 in 

connection with the listing of nonconvertible bonds transferred from the 

New York Stock Exchange or NYSE 

American.3 In adopting this waiver in 

relation to non-convertible bonds whose 

listing was being transferred from the 

New York Stock Exchange or NYSE 

American, the Exchange noted that less 

work is required to process a listing 

application for a security that is already 

listed on another exchange than it is to 

process an application for listing a new 

security.4 Similarly, less work is 

required to process a listing application 

for a security that is already listed on a 

foreign exchange because the issuer is 

familiar with being on a regulated 

exchange. Additionally, the Exchange 

noted that issuers that have already paid 

their annual fees to NYSE or NYSE 

American would be disincentivized to 

switch to the Exchange without a 

waiver.5 The Exchange also noted that 

the proposed waivers were consistent 

with the approach it has taken with 

certain listing and annual fees for 

issuers of equity securities who transfer 

their listings to the Exchange from 

another national securities exchange.6

The Exchange competes with foreign 

regulated exchanges for the listing of 

debt securities in the same way it 

competes with other national securities 

exchanges and the costs of initial listing 

and the potential duplication of fee 

payments in the first part year of listing 

on the Exchange represent a similar 

impediment to the Exchange 

successfully competing with foreign 

regulated exchanges for the transfer of 

the listing of those securities. As such, 

the Exchange believes it is appropriate 

to apply waivers in relation to issuers 

voluntarily delisting their securities 

from a regulated foreign exchange in 

connection with listing them on the 

Exchange for trading non-convertible 

bonds. The proposed rule change would 

not affect the Exchange’s commitment of 

resources to its regulatory oversight of 

the listing process or its regulatory 

programs. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,7 in general, and 

furthers the objectives of Section 

6(b)(4) 8 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,9 in that it is designed 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 is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Proposed Change Is Reasonable 

The Exchange operates in a highly 

competitive marketplace when seeking 

to obtain listings of non-convertible debt 

securities. The Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. The Exchange believes that the 

ever-shifting market share among the 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

Given this competitive environment, the 

Exchange believes that the proposal to 

waive the application and annual fees 

for non-convertible bonds listing in 

conjunction with their voluntary 

delisting from a foreign regulated 

exchange is reasonable because the cost 


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