8812 Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90731 

(December 18, 2020), 85 FR 84449 (December 28, 

2020) (‘‘Notice’’). 4 In Amendment No. 1 to the proposed rule 

change, the Exchange clarified that: (i) The 

proposed promotional services and listing 

ceremonies will be offered to Companies on or 

around the time of listing, in connection with 

listing on the Exchange; and (ii) that the Exchange 

will offer comparable promotional services and 

listing ceremonies of comparable value to each 

listed Company. Amendment No. 1 is available on 

the Commission’s website at https://www.sec.gov/ 

comments/sr-ltse-2020-22/srltse202022-8274519- 

228078.pdf. 

5 ‘‘Company’’ means the issuer of a security listed 

or applying to list on the Exchange. For purposes 

of Chapter 14 of the LTSE Rules, the term 

‘‘Company’’ includes an issuer that is not 

incorporated, such as, for example, a limited 

partnership. See LTSE Rule 14.002(a)(5). 6See Notice, supra note 3, at 84449. 7See id. 

8See id. 

9See id. 

10See id. 

11See id. 

12See id. 

13See id. at 84450. 

14See id. at 84449–50. In this regard, the 

Exchange states that the absence of a trading floor 

or dedicated market site allows the Exchange to be 

flexible in providing listing ceremonies that can be 

more inclusive in terms of the number of Company 

personnel who may attend and the location of the 

ceremony. See id. at 84450. 

15See id. at 84450 n.6. 

ESTIMATE OF ANNUAL RESPONDENT BURDEN—Continued 

Form No. Annual 

responses 

Time 

(minutes) 

Burden 

(hours) 

G–315A ........................................................................................................................................ 20 3 1 

G–315A.1 ..................................................................................................................................... 20 2 1 

Total ...................................................................................................................................... 900 ........................ 217 

Additional Information or Comments: 

To request more information or to 

obtain a copy of the information 

collection justification, forms, and/or 

supporting material, contact Kennisha 

Tucker at (312) 469–2591 or 

Kennisha.Tucker@rrb.gov. Comments 

regarding the information collection 

should be addressed to Brian Foster, 

Railroad Retirement Board, 844 North 

Rush Street, Chicago, Illinois 60611– 

1275 or emailed to Brian.Foster@rrb.gov. 

Written comments should be received 

within 60 days of this notice. 

Brian D. Foster, 

Clearance Officer. 

[FR Doc. 2021–02664 Filed 2–8–21; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91054; File No. SR–LTSE– 

2020–22] 

Self-Regulatory Organizations; LongTerm Stock Exchange, Inc.; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Adopt Rule 

14.602 Related to Promotional Services 

and Listing Ceremonies for Listed 

Companies 

February 3, 2021. 

I. Introduction 

On December 10, 2020, Long-Term 

Stock Exchange, Inc. (‘‘LTSE’’ or 

‘‘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 

adopt Rule 14.602 to provide for 

promotional services and listing 

ceremonies that will be offered by the 

Exchange in connection with a 

Company’s approval for listing on the 

Exchange. The proposed rule change 

was published for comment in the 

Federal Register on December 28, 

2020.3 On January 22, 2021, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which replaced 

and superseded the proposed rule 

change in its entirety.4 The Commission 

has received no comments on the 

proposed rule change. This order 

provides notice of the filing of 

Amendment No. 1 to the proposed rule 

change, and grants approval to the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Description of the Proposed Rule 

Change, as Modified by Amendment 

No. 1 

The Exchange proposes to adopt Rule 

14.602 to provide for promotional 

services and listing ceremonies that will 

be offered by the Exchange in 

connection with a Company’s 5 approval 

for listing on the Exchange.6

Proposed LTSE Rule 14.602 states that 

in connection with a Company’s 

approval for listing, the Exchange offers 

promotional services (including press 

releases, articles, videos, and podcasts) 

and invites the Company to participate 

in listing ceremonies.7 According to the 

Exchange, the promotional services 

would be tailored to meet the needs of 

the Company, and would allow the 

Company access to media services that 

would support the creation of press 

releases, articles, videos, and podcasts 

featuring the Company and its 

personnel.8 These promotional services 

also would include assistance with 

distributing such content on traditional 

and social media platforms, including 

websites operated by the Exchange.9

The Exchange states that a full suite of 

promotional services will be offered to 

each Company approved to list on the 

Exchange, and that some Companies 

may choose to avail themselves of all 

promotional services, whereas others 

may choose only a subset of services or 

none.10

The Exchange further proposes to 

establish a listing ceremony to 

commemorate a Company becoming 

listed on the Exchange.11 While LTSE is 

only accepting dual-listings at the 

present time, the Exchange asserts that 

the decision of a Company to list on the 

Exchange and adopt ‘‘Long-Term 

Policies’’ consistent with LTSE Rule 

14.425 is a significant event for which 

a listing ceremony would be 

appropriate.12 According to the 

Exchange, the listing ceremony would 

be comparable to ‘‘ringing a bell’’ by 

gathering Company and Exchange 

personnel to celebrate that the Company 

has listed on the Exchange.13 The 

Exchange states that because it does not 

have a trading floor or a market site, it 

will work with each Company to design 

and plan a listing ceremony that reflects 

the Company’s values and mission, and 

that the ceremony may be conducted in 

person or remotely.14

The Exchange anticipates that it will 

use an affiliate, LTSE Services, Inc. 

(‘‘LTSE Services’’), to, among other 

things, draft marketing content for 

review by the Exchange and the 

Company, produce and edit videos and 

podcasts, and coordinate listing 

ceremonies, whether done as in-person 

or remote events.15 LTSE maintains a 

commercial relationship with LTSE 


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Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 8813 

16See Securities Exchange Act Release No. 85828 

(May 10, 2019), 84 FR 21841, 21842 (May 15, 2019) 

(File No. 10–234) (In the Matter of the Application 

of Long Term Stock Exchange, Inc.; for Registration 

as a National Securities Exchange; Findings, 

Opinion, and Order of the Commission). 

17See Notice, supra note 3, at 84450 n.6. 

18See NYSE Listed Company Manual Section 

106.03 (‘‘The Exchange invites the company’s 

directors and officers to participate in listing 

ceremonies on the first day of trading. . . . The 

Exchange has a public relations area which will 

coordinate the publicity for the event including 

picture taking on the trading floor.’’). 

19See Notice, supra note 3, at 84450. 

20The Exchange states that it believes the 

Company should determine where such ceremonies 

should take place and who should participate in the 

ceremonies. See id. 

21See id. at 84449 n.4 

22 15 U.S.C. 78f. In approving this proposed rule 

change, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

23 15 U.S.C. 78f(b)(4). 

24 15 U.S.C. 78f(b)(5). 

25 15 U.S.C. 78f(b)(8). 26See Notice, supra note 3, at 84450; Amendment 

No. 1, supra note 4, at 6. The Exchange maintains 

that the existing U.S. exchange listing market for 

operating companies is ‘‘essentially a duopoly,’’ 

with the vast majority of operating companies listed 

on U.S. securities exchanges listing on NYSE or 

Nasdaq. See Notice, supra note 3, at 84450. 

27See id. 

28See id. 

29See id. 

30See Amendment No. 1, supra note 4, at 7. 

31See Notice, supra note 3, at 84450. 

32See id. 

33See id. 

34See id. 

35See id. 

36See id. 

37The Commission views complimentary 

products and services provided by exchanges to 

listed companies as a discount on the ultimate 

listing fees paid by such companies. See, e.g., 

Securities Exchange Act Release Nos. 81872 

(October 13, 2017), 82 FR 48733 (October 19, 2017) 

(order approving SR–IEX–2017–20); 65127 (August 

12, 2011), 76 FR 51449 (August 18, 2011) (order 

approving SR–NYSE–2011–20); and 65963 

(December 15, 2011), 76 FR 79262 (December 21, 

2011) (order approving SR–NASDAQ–2011–122). 

Services to leverage the company’s 

technological expertise to support the 

Exchange’s software needs,16 and LTSE 

Services also provides communications 

and marketing services to the 

Exchange.17

The Exchange states that its proposed 

provisions regarding listing ceremonies 

would be comparable to provisions in 

New York Stock Exchange LLC 

(‘‘NYSE’’) Listed Company Manual 

Section 106.03,18 though tailored to 

address the fact that a Company listing 

on LTSE may be a public company and 

therefore is already trading on the 

Exchange (as well as other national 

securities exchanges).19 Moreover, the 

Exchange asserts that its listing 

ceremonies would be more inclusive, as 

LTSE does not plan to limit listing 

ceremonies to a particular physical 

location or solely to a Company’s 

directors and officers.20

In addition, the Exchange represents 

that if it expands the menu of 

promotional services offered, or elects to 

provide new products or services to 

listed Companies, the Exchange will 

incorporate such changes in a new 

proposed rule change.21

III. Discussion and Commission 

Findings 

The Commission has carefully 

reviewed the proposed rule change, as 

modified by Amendment No. 1, and 

finds that it is consistent with the 

requirements of Section 6 of the Act.22

Specifically, the Commission finds that 

the proposal is consistent with Sections 

6(b)(4) 23 and 6(b)(5) of the Act 24 in 

particular, in that the proposed rule is 

designed to provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among Exchange 

members, issuers, and other persons 

using the Exchange’s facilities, and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. Moreover, 

the Commission finds that the proposal 

is consistent with Section 6(b)(8) of the 

Act 25 in that it does not impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

The Exchange argues that it is fair and 

reasonable to offer promotional services 

and listing ceremonies to Companies on 

or around the time of listing, in 

connection with listing on the 

Exchange, given that LTSE expects to 

face competition from NYSE and the 

Nasdaq Stock Market LLC (‘‘Nasdaq’’) as 

a new entrant into the exchange listing 

market.26 The Exchange asserts that 

offering promotional services and listing 

ceremonies for Companies listing on the 

Exchange would allow the Exchange to 

more effectively attract Companies to 

list on LTSE.27 The Exchange contends 

that to the extent its listing program is 

successful, it will provide a competitive 

alternative that will thereby benefit 

companies and investors, and remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, consistent 

with the protection of investors and the 

public interest.28

The Exchange also argues that its 

proposal to offer promotional services 

and listing ceremonies for listed 

Companies is fair and not unfairly 

discriminatory because the promotional 

services and listing ceremonies will be 

offered to all listed Companies on the 

same terms and conditions without 

differentiation.29 The Exchange further 

states that it will offer comparable 

promotional services and listing 

ceremonies of comparable value to each 

listed Company.30 According to the 

Exchange, the scope of promotional 

services and listing ceremonies 

provided by the Exchange to each 

Company ultimately will depend on 

which services the Company selects, 

insofar as these are optional services for 

the Company.31

Finally, the Exchange argues that the 

proposed rule change, as modified by 

Amendment No. 1, will not result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act.32 The 

Exchange asserts that the proposal will 

enhance competition by facilitating 

LTSE’s listing program, which will 

allow the Exchange to provide 

companies with another listing option, 

thereby promoting intermarket 

competition between exchanges by 

offering a new listing market to compete 

with NYSE and Nasdaq.33 The Exchange 

states that, as a dual listing venue, LTSE 

expects to face competition from 

existing exchanges because companies 

have a choice to list their securities 

solely on a primary listing venue.34

Consequently, the Exchange contends 

that the degree to which its promotional 

services and listing ceremonies could 

impose any burden on intermarket 

competition is extremely limited.35 In 

addition, the Exchange argues that the 

proposed rule change, as modified by 

Amendment No. 1, will not result in any 

burden on intramarket competition, 

either, since LTSE will offer the 

promotional services and listing 

ceremonies for all listed Companies on 

the same terms and conditions without 

differentiation.36

The Commission believes that the 

proposed rule change, as amended, is 

appropriate and consistent with the Act. 

The Commission believes that by 

describing in its Rules the promotional 

services and listing ceremonies 

available to listed Companies, the 

Exchange is adding greater transparency 

to its rules and the fees applicable to 

such Companies.37 This will help to 

ensure that individual listed Companies 

are not given specially negotiated 

packages of products and services to list 

or remain listed that would raise unfair 

discrimination issues under the Act. In 

this regard, the Commission also notes 

the Exchange’s representation that the 

proposed promotional services and 

listing ceremonies will be offered to 

Companies only on or around the time 

of listing, in connection with listing on 


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8814 Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices 

38See Amendment No. 1, supra note 4, at 6. 

39See Notice, supra note 3, at 84450. 

40See Amendment No. 1, supra note 4, at 7. 

41 15 U.S.C. 78f(b)(4). 

42 15 U.S.C. 78f(b)(5). 

43See Notice, supra note 3, at 84449 n.4. 

44See id. at 84450. 

45See id. at 84449 n.5; id. at 84450. See also 

NYSE Listed Company Manual Section 106.03. 

46 15 U.S.C. 78f(b)(8). 

47 15 U.S.C. 78f(b)(4). 

48 15 U.S.C. 78f(b)(5). 

49 15 U.S.C. 78s(b)(2). 

50 15 U.S.C. 78s(b)(2). 

51 17 CFR 200.30–3(a)(12). 

the Exchange,38 and not on an ongoing 

basis. 

Moreover, the Commission notes the 

Exchange’s representations that the 

proposed promotional services and 

listing ceremonies will be offered to all 

listed Companies on the same terms and 

conditions without differentiation,39

and that the Exchange will offer 

comparable promotional services and 

listing ceremonies of comparable value 

to each listed Company.40 Accordingly, 

the Commission believes that the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

the requirements of the Act and, in 

particular, that the services are 

equitably allocated among issuers 

consistent with Section 6(b)(4) of the 

Act,41 and the rule does not unfairly 

discriminate between issuers consistent 

with Section 6(b)(5) of the Act.42 The 

Commission also notes that the 

Exchange has represented that if it 

expands the menu of promotional 

services offered, or elects to provide 

new products or services to listed 

Companies, the Exchange will 

incorporate such changes in a new 

proposed rule change.43

The Commission also believes that the 

Exchange is responding to competitive 

pressures in the market for listings in 

making this proposal. Specifically, the 

Exchange stated in its proposal that it 

expects to face competition as a new 

entrant in the market for exchange 

listings, and that it believes the 

promotional services and listing 

ceremonies that it proposes to offer to 

listed companies will facilitate LTSE’s 

ability to attract and retain listings.44 In 

particular, the Exchange maintains that 

it expects to face significant competition 

from NYSE and Nasdaq for listings, and 

that comparable offerings of 

promotional services and listing 

ceremonies are already provided by 

NYSE.45 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.46

IV. Solicitation of Comments on 

Amendment No. 1 

Interested persons are invited to 

submit written data, views, and 

arguments concerning whether 

Amendment No. 1 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 No. SR– 

LTSE–2020–22 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 No. 

SR–LTSE–2020–22. The file numbers 

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 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 publicly available. All 

submissions should refer to File No. 

SR–LTSE–2020–22 and should be 

submitted on or before March 2, 2021. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of notice of the amended 

proposal in the Federal Register. As 

discussed above, in Amendment No. 1, 

the Exchange clarified that: (i) The 

proposed promotional services and 

listing ceremonies will be offered to 

Companies on or around the time of 

listing, in connection with listing on the 

Exchange; and (ii) that the Exchange 

will offer comparable promotional 

services and listing ceremonies of 

comparable value to each listed 

Company. The Commission believes 

that these clarifications will help to 

ensure that individual listed Companies 

are not given specially negotiated 

packages of products and services to list 

or remain listed, as well as to ensure 

that the services are equitably allocated 

among issuers consistent with Section 

6(b)(4) of the Act 47 and that the rule 

does not unfairly discriminate between 

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

the Act.48 Accordingly, the Commission 

finds good cause, pursuant to Section 

19(b)(2) of the Act,49 to approve the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,50 that the 

proposed rule change (SR–LTSE–2020– 

22), as modified by Amendment No. 1, 

be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.51

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02592 Filed 2–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91053; File No. SR–CBOE– 

2021–010] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Establish a Policy 

Relating to Billing Errors 

February 3, 2021. 

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

Securities Exchange Act of 1934 (the 


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