Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 8817 

20 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. 

4For the purposes of Section 907.00, the term 

‘‘Eligible New Listing’’ means (i) any U.S. company 

that lists common stock on the Exchange for the 

first time and any non-U.S. company that lists an 

equity security on the Exchange under Section 

102.01 or 103.00 of the Manual for the first time, 

regardless of whether such U.S. or non-U.S. 

company conducts an offering and (ii) any U.S. or 

non-U.S. company emerging from a bankruptcy, 

spinoff (where a company lists new shares in the 

absence of a public offering), and carve-out (where 

a company carves out a business line or division, 

which then conducts a separate initial public 

offering). 

5For purposes of Section 907.00, the term 

‘‘Eligible Transfer Company’’ means any U.S. or 

non-U.S. company that transfers its listing of 

common stock or equity securities, respectively, to 

the Exchange from another national securities 

exchange. For purposes of Section 907.00, an 

‘‘equity security’’ means common stock or common 

share equivalents such as ordinary shares, New 

York shares, global shares, American Depository 

Receipts, or Global Depository Receipts. 

6Section 907.00 provides for separate service 

entitlements for Acquisition Companies listed 

under Section 102.06 and the issuers of Equity 

Investment Tracking Stocks listed under Section 

102.07. 

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– 

CBOE–2021–010 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–CBOE–2021–010. 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–CBOE– 

2021–010 and should be submitted on 

or before March 2, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02591 Filed 2–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91048; File No. SR–NYSE– 

2021–09] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Section 907.00 of the Manual 

February 3, 2021. 

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 January 

26, 2021, New York Stock Exchange 

LLC (‘‘NYSE’’ 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 to amend 

Section 907.00 of the Manual to clarify 

the application of that rule. 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 

Section 907.00 of the Manual sets 

forth complimentary products and 

services that issuers are entitled to 

receive in connection with their NYSE 

listing. The Exchange offers certain 

complimentary products and services 

and access to discounted third-party 

products and services through the NYSE 

Market Access Center to listed issuers. 

The Exchange also provides 

complimentary market surveillance 

products and services (with a 

commercial value of approximately 

$55,000 annually), Web-hosting 

products and services (with a 

commercial value of approximately 

$16,000 annually), web-casting services 

(with a commercial value of 

approximately $6,500 annually), market 

analytics products and services (with a 

commercial value of approximately 

$30,000 annually), and news 

distribution products and services (with 

a commercial value of approximately 

$20,000 annually) to Eligible New 

Listings 4 and Eligible Transfer 

Companies 5 based on the following 

tiers: 6

Tier A: For Eligible New Listings and 

Eligible Transfer Companies with a global 

market value of $400 million or more, in each 

case calculated as of the date of listing on the 

Exchange, the Exchange offers market 

surveillance, market analytics, web-hosting, 

webcasting, and news distribution products 

and services. 

Tier B: For Eligible New Listings and 

Eligible Transfer Companies with a global 

market value of less than $400 million, in 

each case calculated as of the date of listing 

on the Exchange, the Exchange offers Webhosting, market analytics, web-casting, and 

news distribution products and services. 

On January 11, 2021, the Commission 

approved the Exchange’s proposal to 

provide all the additional 

complimentary products and services 

described above to Eligible New Listings 


khammond on DSKJM1Z7X2PROD with NOTICES
8818 Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 

7See Securities Exchange Act Release No. 90893 

(January 11, 2021) (SR–NYSE–2020–94). 8See Securities Exchange Act Release No. 90466 

(November 20, 2020), 85 FR 76129, note 2 at 76129. 9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

11 15 U.S.C. 78s(b)(3)(A)(iii). 

12 17 CFR 240.19b–4(f)(6). 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s 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 complied with this requirement. 

15 17 CFR 240.19b–4(f)(6). 

16 17 CFR 240.19b–4(f)(6)(iii). 

17See supra note 7. 

18For 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). 

19 15 U.S.C. 78s(b)(2)(B). 

and Eligible Transfer Companies for a 

period of 48 months.7 Eligible New 

Listings and Eligible Transfer 

Companies that listed on the Exchange 

prior to January 11, 2021 are not entitled 

to receive such services for 48 months, 

but instead for the shorter period of 24 

months under the prior version of the 

rule applicable when they listed on the 

Exchange. As the Exchange stated in 

SR–NYSE–2020–94, ‘‘[t]he proposed 

amendment would be applicable to 

Eligible New Listings and Eligible 

Transfer Companies that list on or after 

the date of SEC approval of the 

proposal.’’ 8 The Exchange now 

proposes to add text to Section 907.00 

to make it clear that only Eligible New 

Listings and Eligible Transfer 

Companies that list on or after January 

11, 2021 are entitled to receive these 

services for a period of 48 months, 

while Eligible New Listings and Eligible 

Transfer Companies that listed before 

that date are entitled to receive such 

services for a period of 24 months. The 

Exchange believes this clarification is 

appropriate to avoid any confusion by 

making the rule text explicit. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Securities Exchange Act of 1934 

(the ‘‘Act’’) generally.9 Section 6(b)(5) 10

of the Act requires, among other things, 

that exchange rules promote just and 

equitable principles of trade and that 

they are not designed to permit unfair 

discrimination between issuers, brokers 

or dealers. The Exchange believes that 

the proposal is designed to promote just 

and equitable principles of trade, as it 

provides clarification and transparency 

in the text of Section 907.00 as to how 

that rule is applied to Eligible New 

Listings and Eligible Transfers that 

listed prior to the most recent 

amendment to that rule, without 

changing the substance of that 

application in any way. 

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, the proposal is designed to 

clarify rule text and provide 

transparency in a manner consistent 

with a previously approved rule 

amendment and does not result in any 

substantive change in the application of 

the rule. The proposal is therefore non 

substantive in nature and the Exchange 

does not believe it imposes any burden 

on competition. 

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 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and Rule 

19b–4(f)(6) thereunder.12 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act 13 and Rule 19b–4(f)(6)(iii) 

thereunder.14

A proposed rule change filed under 

Rule 19b–4(f)(6) 15 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),16 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 proposal may 

become operative immediately upon 

filing. The Commission believes that 

waiver of the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because it will allow the Exchange to 

immediately provide clarification and 

transparency in the text of Section 

907.00 as to how that rule is applied to 

Eligible New Listings and Eligible 

Transfers that listed prior to the 

implementation of the most recent 

amendment to Section 907.00.17

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposal operative upon 

filing.18

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 19 of the Act 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– 

NYSE–2021–09 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–NYSE–2021–09. 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 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 8819 

20 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. 89027 

(June 8, 2020), 85 FR 35962. Comments on the 

proposed rule change can be found at: https://

www.sec.gov/comments/sr-nasdaq-2020-027/ 

srnasdaq2020027.htm. 

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

5See Securities Exchange Act Release No. 89358, 

85 FR 45275 (July 27, 2020). The Commission 

designated September 10, 2020, as the date by 

which the Commission shall approve or disapprove, 

or institute proceedings to determine whether to 

approve or disapprove, the proposed rule change. 

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

7See Securities Exchange Act Release No. 89799, 

85 FR 57282 (September 15, 2020). 

8See Securities Exchange Act Release No. 90559, 

85 FR 79249 (December 9, 2020). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b-4(f)(6). 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. FINRA has satisfied 

this requirement. 

4Both Rules 5122 and 5123 provide exemptions 

from the filing requirement when certain types of 

securities are sold or securities are sold to certain 

types of investors. See Rules 5122(c) and 5123(b). 

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–NYSE–2021–09, and 

should be submitted on or before March 

2, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02589 Filed 2–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91055; File No. SR– 

NASDAQ–2020–027] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Withdrawal of Proposed Rule Change 

To Apply Additional Initial Listing 

Criteria for Companies Primarily 

Operating in Restrictive Markets 

February 3, 2021. 

On May 29, 2020, The Nasdaq Stock 

Market LLC (‘‘Exchange’’) 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 a proposed rule change to 

apply additional initial listing criteria 

for companies primarily operating in a 

jurisdiction that has secrecy laws, 

blocking statutes, national security laws 

or other laws or regulations restricting 

access to information by regulators of 

U.S.-listed companies in such 

jurisdiction. The proposed rule change 

was published for comment in the 

Federal Register on June 12, 2020.3

On July 21, 2020, pursuant to Section 

19(b)(2) of the Act,4 the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed 

rule change.5 On September 9, 2020, the 

Commission instituted proceedings 

under Section 19(b)(2)(B) of the Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

On December 3, 2020, the Commission 

extended the period for consideration of 

the proposed rule change to February 7, 

2021.8

On February 1, 2021, the Exchange 

withdrew the proposed rule change 

(SR–NASDAQ–2020–027). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02593 Filed 2–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91047; File No. SR–FINRA– 

2021–002] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating to the Private 

Placement Filer Form Under FINRA 

Rules 5122 and 5123 

February 3, 2021. 

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 January 

27, 2021, the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by FINRA. FINRA 

has designated the proposed rule change 

as constituting a ‘‘non-controversial’’ 

rule change under paragraph (f)(6) of 

Rule 19b–4 under the Act,3 which 

renders the proposal effective upon 

receipt of this filing by the Commission. 

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 

FINRA is proposing changes to the 

Private Placement Filer Form (‘‘Filer 

Form’’) that members complete when 

submitting private placement filings 

under FINRA Rules 5122 (Private 

Placements of Securities Issued by 

Members) or 5123 (Private Placements 

of Securities). The proposal does not 

make any changes to the text of FINRA 

rules. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

FINRA 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. FINRA 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 

Rules 5122 and 5123 require a FINRA 

member to file information regarding 

private placements in which the 

member participates.4 When Rule 5123 


khammond on DSKJM1Z7X2PROD with NOTICES