7158 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

20Exchange Act Release No. 90466 (November 20, 

2020), 85 FR 76129 (November 27, 2020) (SR– 

NYSE–2020–94). 

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

22See Exchange Act Release No. 72669 (July 24, 

2014), 79 FR 44234 (July 30, 2014) (SR–NASDAQ– 

2014–058) (footnote 39 and accompanying text: 

‘‘We would expect Nasdaq, consistent with Section 

19(b) of the Exchange Act, to periodically update 

the retail values of services offered should they 

change. This will help to provide transparency to 

listed companies on the value of the free services 

they receive and the actual costs associated with 

listing on Nasdaq.’’). 

23See Exchange Act Release No. 79366, 81 FR 

85663 at 85665 (citing Securities Exchange Act 

Release No. 65127 (August 12, 2011), 76 FR 51449, 

51452 (August 18, 2011) (approving NYSE–2011– 

20)). 24 17 CFR 200.30–3(a)(12). 

companies from 24 months to 48 

months.20 As stated above, Nasdaq faces 

competition in the market for listing 

services, and competes, in part, by 

offering valuable services to companies. 

Accordingly Nasdaq believes that it is 

reasonable to enhance complimentary 

services to attract Eligible New Listings 

as part of this competition. 

The Commission has previously 

indicated pursuant to Section 19(b) of 

the Exchange Act 21 that updating the 

values of the services within the rule is 

necessary,22 and Nasdaq does not 

believe this update has an effect on the 

allocation of fees nor does it permit 

unfair discrimination, as issuers will 

continue to receive the same services, 

except for the additional services 

described above. Further, this update 

will enhance the transparency of 

Nasdaq’s rules and the value of the 

services it offers companies, thus 

promoting just and equitable principles 

of trade. As such, the proposed rule 

change is consistent with the 

requirements of Section 6(b)(4) and (5) 

of the Exchange Act. 

Finally, Nasdaq notes that the 

proposed change to update the title in 

IM–5900–7 is consistent with Section 

6(b)(5) of the Exchange Act because it 

will clarify the rule without making any 

substantive change. 

Nasdaq represents, and this proposed 

rule change will help ensure, that 

individual listed companies are not 

given specially negotiated packages of 

products or services to list, or remain 

listed, which the Commission has 

previously stated would raise unfair 

discrimination issues under the 

Exchange Act.23

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. As noted 

above, Nasdaq faces competition in the 

market for listing services, and 

competes, in part, by offering valuable 

services to companies. The proposed 

rule changes reflect that competition, 

but do not impose any burden on the 

competition with other exchanges. 

Other exchanges can also offer similar 

services to companies, thereby 

increasing competition to the benefit of 

those companies and their shareholders. 

Accordingly, Nasdaq does not believe 

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, as 

amended. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the Exchange consents, the Commission 

shall: (a) By order approve or 

disapprove such proposed rule change, 

or (b) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2021–002 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–2021–002. 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–2021–002 and 

should be submitted on or before 

February 16, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01593 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–86, OMB Control No. 

3235–0080] 

Submission for OMB Review; 

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: 

Rule 12d2–2 and Form 25 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

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

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7159 

1See Securities Exchange Act Release No. 98 

(February 12, 1935). 

2See Securities Exchange Act Release No. 7011 

(February 5, 1963), 28 FR 1506 (February 16, 1963). 

3See Securities Exchange Act Release No. 52029 

(July 14, 2005), 70 FR 42456 (July 22, 2005). 

4The staff notes that a few of these 24 registered 

national securities exchanges only have rules to 

permit the listing of standardized options, which 

are exempt from Rule 12d2–2 under the Act. 

Nevertheless, the staff counted national securities 

exchanges that can only list options as potential 

respondents because these exchanges could 

potentially adopt new rules, subject to Commission 

approval under Section 19(b) of the Act, to list and 

trade equity and other securities that have to 

comply with Rule 12d2–2 under the Act. Notice 

registrants that are registered as national securities 

exchanges solely for the purposes of trading 

securities futures products have not been counted 

since, as noted above, securities futures products 

are exempt from complying with Rule 12d–2–2 

under the Act and therefore do not have to file 

Form 25. 

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

2 17 CFR 240.19b–4. 

3On November 19, 2020, FICC also filed the 

proposals contained in the Proposed Rule Change 

as advance notice SR–FICC–2020–803 (the 

‘‘Advance Notice’’) with the Commission pursuant 

to Section 806(e)(1) of the Dodd-Frank Wall Street 

Reform and Consumer Protection Act entitled the 

Payment, Clearing, and Settlement Supervision Act 

of 2010 (‘‘Clearing Supervision Act’’), 12 U.S.C. 

5465(e)(1), and Rule 19b–4(n)(1)(i) of the Act, 17 

CFR 240.19b–4(n)(1)(i). Notice of filing of the 

Advance Notice was published in the Federal 

Register on December 29, 2020. Securities Exchange 

Act Release No. 90736 (December 21, 2020), 85 FR 

85743 (December 29, 2020) (File No. SR–FICC– 

2020–803) (‘‘Notice of Filing’’). The Commission 

received no comment letters in response to the 

Notice of Filing. 

extension of the existing collection of 

information provided for in Rule 12d2– 

2 (17 CFR 240.12d2–2) and Form 25 (17 

CFR 249.25) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.). 

On February 12, 1935, the 

Commission adopted Rule 12d2–2 1 and 

Form 25, under the Securities Exchange 

Act of 1934 (‘‘Act’’), to establish the 

conditions and procedures under which 

a security may be delisted from an 

exchange and withdrawn from 

registration under Section 12(b) of the 

Act.2 The Commission adopted 

amendments to Rule 12d2–2 and Form 

25 in 2005.3 Under the adopted Rule 

12d2–2, all issuers and national 

securities exchanges seeking to delist 

and deregister a security in accordance 

with the rules of an exchange must file 

the adopted version of Form 25 with the 

Commission. The Commission also 

adopted amendments to Rule 19d–1 

under the Act to require exchanges to 

file the adopted version of Form 25 as 

notice to the Commission under Section 

19(d) of the Act. Finally, the 

Commission adopted amendments to 

exempt standardized options and 

security futures products from Section 

12(d) of the Act. These amendments are 

intended to simplify the paperwork and 

procedure associated with a delisting 

and to unify general rules and 

procedures relating to the delisting 

process. 

Form 25 is useful because it informs 

the Commission that a security 

previously traded on an exchange is no 

longer traded. In addition, Form 25 

enables the Commission to verify that 

the delisting and/or deregistration has 

occurred in accordance with the rules of 

the exchange. Further, Form 25 helps to 

focus the attention of delisting issuers to 

make sure that they abide by the proper 

procedural and notice requirements 

associated with a delisting and/or 

deregistration. Without Rule 12d2–2 

and Form 25, as applicable, the 

Commission would be unable to fulfill 

its statutory responsibilities. 

There are 24 national securities 

exchanges that could possibly be 

respondents complying with the 

requirements of the Rule and Form 25.4

The burden of complying with Rule 

12d2–2 and Form 25 is not evenly 

distributed among the exchanges, 

however, since there are many more 

securities listed on the New York Stock 

Exchange, the NASDAQ Stock Market, 

and NYSE American than on the other 

exchanges. However, for purposes of 

this filing, the Commission staff has 

assumed that the number of responses is 

evenly divided among the exchanges. 

Since approximately 830 responses 

under Rule 12d2–2 and Form 25 for the 

purpose of delisting and/or 

deregistration of equity securities are 

received annually by the Commission 

from the national securities exchanges, 

the resultant aggregate annual reporting 

hour burden would be, assuming on 

average one hour per response, 830 

annual burden hours for all exchanges 

(24 exchanges × an average of 34.6 

responses per exchange × 1 hour per 

response). In addition, since 

approximately 110 responses are 

received by the Commission annually 

from issuers wishing to remove their 

securities from listing and registration 

on exchanges, the Commission staff 

estimates that the aggregate annual 

reporting hour burden on issuers would 

be, assuming on average one reporting 

hour per response, 110 annual burden 

hours for all issuers (110 issuers × 1 

response per issuer × 1 hour per 

response). Accordingly, the total annual 

hour burden for all respondents to 

comply with Rule 12d2–2 is 940 hours 

(830 hours for exchanges + 110 hours 

for issuers). The total related internal 

compliance cost associated with these 

burden hours is $201,615 ($166,415 for 

exchanges plus $35,200 for issuers). 

The collection of information 

obligations imposed by Rule 12d2–2 

and Form 25 are mandatory. The 

response will be available to the public 

and will not be kept confidential. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to (i) www.reginfo.gov/public/do/ 

PRAMain and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, c/ 

o Cynthia Roscoe, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: Janaury 21, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01663 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90948; File No. SR–FICC– 

2020–015] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Order 

Approving Proposed Rule Change To 

Include Same-Day Settling Trades in 

the Risk Management, Novation, 

Guarantee, and Settlement Services of 

the Government Securities Division’s 

Delivery-Versus-Payment Service, and 

Make Other Changes 

January 19, 2021. 

On November 19, 2020, Fixed Income 

Clearing Corporation (‘‘FICC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

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

19b–4 thereunder,2 proposed rule 

change SR–FICC–2020–015 (the 

‘‘Proposed Rule Change’’) to (1) expand 

FICC’s provision of central counterparty 

services to include the start leg of 

certain repurchase agreement (‘‘repo’’) 

transactions, and (2) enable 

participating FICC members to pair-off 

and settle certain offsetting obligations, 

as described more fully below.3 The