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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Federal Register / Vol. 86, No. 3 / Wednesday, January 6, 2021 / Notices 641 

10See Rule 5935. 

11See Securities Exchange Act Release No. 88408 

(March 18, 2020), 85 FR 16705 (March 24, 2020) 

(NYSE–2020–16). 12 15 U.S.C. 78s(b)(3)(A)(ii). 

13 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

of paying listing fees to both the 

Exchange and the predecessor foreign 

regulated exchange imposes a financial 

burden and acts as a disincentive to 

transferring. Additionally, the Exchange 

has implemented similar waivers for 

companies that switch their listing 

markets for its non-convertible bonds 

from the New York Stock Exchange or 

NYSE America.10 Moreover, similar 

waivers exist on other exchanges.11

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes that the waiver 

of the application and annual fees for 

listing non-convertible bonds listings in 

conjunction with their voluntary 

delisting from a foreign regulated 

exchange is not inequitable as it expects 

it will be available to a small number of 

issuers and is being implemented solely 

to relieve these issuers of the burden of 

duplicative payments to two exchanges. 

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory, 

because the proposed waivers are solely 

intended to avoid duplication of costs 

for issuers transferring their listings 

from foreign regulated exchanges and 

does not provide them with any benefit 

that would place them in a more 

favorable position than other listed 

companies. Finally, the Exchange 

believes that it is subject to significant 

competitive forces, as described below 

in the Exchange’s statement regarding 

the burden on competition. 

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 Act. 

Intramarket Competition 

The Exchange does not believe that its 

proposals will place any applicant at a 

competitive disadvantage. To the 

contrary, the proposed waiver will 

ensure that applicants who transfer their 

listings from a foreign exchange are not 

placed at a disadvantage versus other 

applicants. The proposed waivers will 

be available to all similarly situated 

applicants on the same basis. The 

Exchange does not believe that the 

proposed amended fees will have any 

meaningful effect on the competition 

among issuers listed on the Exchange. 

Moreover, applicants are free to list on 

other venues to the extent they believe 

that the waiver is not attractive. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees in response, 

and because issuers may change their 

chosen listing venue, the Exchange does 

not believe its proposed fee change 

imposes any burden on intermarket 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 12 and paragraph (f) of Rule 

19b–4 thereunder. 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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2020–097 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–NASDAQ–2020–097. 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2020–097 and 

should be submitted on or before 

January 27, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–29221 Filed 1–5–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90833; File No. SR– 

NYSEAMER–2020–87] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change To Modify the NYSE American 

Options Fee Schedule 

December 30, 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 

29, 2020, NYSE American LLC (‘‘NYSE 


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