Federal Register / Vol. 88, No. 214 / Tuesday, November 7, 2023 / Notices 76867 

1See Docket No. RM2018–3, Order Adopting 

Final Rules Relating to Non-Public Information, 

June 27, 2018, Attachment A at 19–22 (Order No. 

4679). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 98014 

(July 28, 2023), 88 FR 51376 (‘‘Notice’’). Comment 

received by the Commission on the proposed rule 

Continued 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern Market Dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

Competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: CP2023–95; Filing 

Title: USPS Notice of Amendment to 

Priority Mail Express, Priority Mail & 

First-Class Package Service Contract 80, 

Filed Under Seal; Filing Acceptance 

Date: October 31, 2023; Filing Authority: 

39 CFR 3035.105; Public Representative: 

Christopher C. Mohr; Comments Due: 

November 8, 2023. 

2. Docket No(s).: MC2024–30 and 

CP2024–30; Filing Title: USPS Request 

to Add Priority Mail & USPS Ground 

Advantage Contract 86 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: October 31, 2023; Filing Authority: 

39 U.S.C. 3642, 39 CFR 3040.130 

through 3040.135, and 39 CFR 3035.105; 

Public Representative: Christopher C. 

Mohr; Comments Due: November 8, 

2023. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2023–24567 Filed 11–6–23; 8:45 am] 

BILLING CODE 7710–FW–P 

POSTAL REGULATORY COMMISSION 

[Docket Nos. MC2024–31 and CP2024–31; 

MC2024–32 and CP2024–32] 

New Postal Products 

AGENCY: Postal Regulatory Commission. 

ACTION: Notice. 

SUMMARY: The Commission is noticing a 

recent Postal Service filing for the 

Commission’s consideration concerning 

a negotiated service agreement. This 

notice informs the public of the filing, 

invites public comment, and takes other 

administrative steps. 

DATES: Comments are due: November 9, 

2023. 

ADDRESSES: Submit comments 

electronically via the Commission’s 

Filing Online system at http://

www.prc.gov. Those who cannot submit 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Docketed Proceeding(s) 

I. Introduction 

The Commission gives notice that the 

Postal Service filed request(s) for the 

Commission to consider matters related 

to negotiated service agreement(s). The 

request(s) may propose the addition or 

removal of a negotiated service 

agreement from the Market Dominant or 

the Competitive product list, or the 

modification of an existing product 

currently appearing on the Market 

Dominant or the Competitive product 

list. 

Section II identifies the docket 

number(s) associated with each Postal 

Service request, the title of each Postal 

Service request, the request’s acceptance 

date, and the authority cited by the 

Postal Service for each request. For each 

request, the Commission appoints an 

officer of the Commission to represent 

the interests of the general public in the 

proceeding, pursuant to 39 U.S.C. 505 

(Public Representative). Section II also 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s website (http://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3011.301.1

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern Market Dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

Competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: MC2024–31 and 

CP2024–31; Filing Title: USPS Request 

to Add Priority Mail & USPS Ground 

Advantage Contract 87 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: November 1, 2023; Filing 

Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Kenneth R. Moeller; Comments Due: 

November 9, 2023. 

2. Docket No(s).: MC2024–32 and 

CP2024–32; Filing Title: USPS Request 

to Add Priority Mail & USPS Ground 

Advantage Contract 88 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: November 1, 2023; Filing 

Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Kenneth R. Moeller; Comments Due: 

November 9, 2023. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2023–24595 Filed 11–6–23; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98843; File No. SR– 

NASDAQ–2023–025] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Approving a Proposed Rule Change 

Related to Notification and Disclosure 

of Reverse Stock Splits 

November 1, 2023. 

I. Introduction 

On June 21, 2023, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ 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 related to notification and 

disclosure of reverse stock splits. The 

proposed rule change was published for 

comment in the Federal Register on 

August 3, 2023.3 On September 14, 


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76868 Federal Register / Vol. 88, No. 214 / Tuesday, November 7, 2023 / Notices 

change is available on the Commission’s website at: 

https://www.sec.gov/comments/sr-nasdaq-2023- 

025/srnasdaq2023025.htm. The Commission 

received two comment letters in support of the 

proposed rule change. See Letter from Thomas M. 

Merritt, Deputy General Counsel, Virtu Financial, 

Inc., dated August 23, 2023 (‘‘Virtu Letter’’); Letter 

from Imran Javaid, Director and Association 

General Counsel, Robinhood Markets, Inc., dated 

October 24, 2023 (‘‘Robinhood Letter’’). 

4See Securities Exchange Act Release No. 98386, 

88 FR 64936 (Sept. 20, 2023). 

5Nasdaq states that in 2022, Nasdaq processed 

196 reverse stock splits, compared to 31 in 2021 

and 94 in 2020. See Notice, supra note 3, at 51376. 

As of June 23, 2023, Nasdaq states that it has 

processed 164 reverse stock splits, and projects 

significantly more throughout 2023. See id. In most 

cases, Nasdaq observes, companies are conducting 

reverse stock splits to achieve compliance with 

Nasdaq’s $1 bid price requirement to remain on the 

Capital Market tier. See id. Nasdaq Rule 5550(a)(2) 

states that a company that has its Primary Equity 

Security listed on the Capital Market must have a 

minimum bid price of at least $1 per share. See also 

Nasdaq Rule 5450(a)(1) (Global and Global Select 

Markets). 

6Nasdaq Rule 5505(a)(44) states, in part, that a 

‘‘Substitution Listing Event’’ means: ‘‘a reverse 

stock split, re-incorporation or a change in the 

Company’s place of organization, the formation of 

a holding company that replaces a listed Company, 

reclassification or exchange of a Company’s listed 

shares for another security, the listing of a new class 

of securities in substitution for a previously-listed 

class of securities, a business combination 

described in IM–5101–2, a change in the obligor of 

a listed debt security, or any technical change 

whereby the Shareholders of the original Company 

receive a share-for-share interest in the new 

Company without any change in their equity 

position or rights.’’ 

7See Notice, supra note 3, at 51376. 

8See Nasdaq FAQs-Listings #317, available at 

https://listingcenter.nasdaq.com/Material_

search.aspx?materials=317&mcd=

LQ&criteria=2&cid=120%2C1%2C145%2C108

%2C157%2C14%2C22%2C126

%2C142%2C29%2C107%2C34%2C37%2C38

%2C45%2C16%2C110%2C52%2C71%2C156

%2C69%0A%0A. Nasdaq states that these 

announcements are published as Equity Corporate 

Action Alerts on https://www.nasdaqtrader.com/ 

(the ‘‘Nasdaq Trader website’’) on the day prior to 

the reverse stock split. See Notice, supra note 3, at 

51377, n.7. See also infra note 12. 

9For example, Nasdaq states that if a company 

desires to effect a reverse stock split with a market 

effective date of Monday, July 24, the company 

would have to provide Nasdaq with a draft of the 

disclosure required by proposed Nasdaq Rule 

5250(b)(4) and a complete Company Event 

Notification Form by 12:00 p.m. ET on Monday, 

July 17, and provide the public disclosure by 12:00 

p.m. ET by Thursday, July 20 (assuming there are 

no holidays during these dates). See id. at 51376, 

n.5. 

10Nasdaq also proposes to delete the existing 

reference to a reverse stock split in Nasdaq Rule 

5005(a)(44) that currently defines a ‘‘Substitution 

Listing Event’’ to include a reverse stock split. See 

supra note 6 and accompanying text. 

11Nasdaq also proposes clarifying edits in Nasdaq 

Rule 5250(b)(1) to specify that the time deadlines 

refer to Eastern Time. 

12Currently, the Nasdaq Trader website 

announcement and the company’s press release are 

published the day prior to a reverse split, and 

includes material information such as the CUSIP 

number and split ratio. Nasdaq states that if a 

market participant inadvertently misses the 

announcement, they may continue to accept orders 

at the pre-split price, rather than the post-split 

adjusted price, which could lead to volatility in the 

stock price and trading inaccurate share amounts. 

See id. at 51378. Accordingly, proposed Nasdaq 

Rule 5250(b)(4) would provide market participants 

with at least one additional business day to review 

the company’s public disclosure about the reverse 

stock split and update their systems. See id. 

13See proposed Nasdaq Rule 5250(b)(4). The 

timing for notifying Nasdaq about disclosure of 

material news before the public announcement of 

a reverse stock split in the proposed rule mirrors 

the timing for notifying Nasdaq’s MarketWatch 

Department about the disclosure of other material 

news in current Nasdaq Rule 5250(b)(1). 

14See id. 

15See id. See also IM–5250–1, which states that 

examples of an emergency situation include: lack of 

computer or internet access; technical problems on 

either the company or Nasdaq system or an 

incompatibility between those systems; and a 

material development such that no draft disclosure 

document exists, but immediate notification to 

MarketWatch is important based on the material 

event. 

16Nasdaq filed the text of the proposed Company 

Event Notification Form (‘‘Form’’) as Exhibit 3 to 

Nasdaq’s rule filing. See Notice, supra note 3, at 

51377, n.9. The proposed Company Event 

Notification Form to be used for reverse mergers is 

being modified, in conjunction with the rule 

changes being approved in this order, to require a 

company to provide additional information to 

Nasdaq on the reverse merger than is currently 

required in the Company Event Notification Form. 

See Exhibit 3 to Nasdaq’s rule filing. The Form will 

2023, the Commission extended the 

time period within which to approve 

the proposed rule change, disapprove 

the proposed rule change, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change to November 1, 2023.4 This 

order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

Nasdaq is proposing to amend its 

rules regarding the notification and 

disclosure of reverse stock splits in light 

of recent increased volume in reverse 

stock split activity.5 Currently, a reverse 

stock split is considered a ‘‘Substitution 

Listing Event’’ under Nasdaq Rule 

5005(a)(44).6 Nasdaq Rule 5250(e)(4) 

requires a company to notify Nasdaq 

about any ‘‘Substitution Listing Event 

(other than a re-incorporation or a 

change to a company’s place of 

organization) no later than 15 calendar 

days prior to the implementation of 

such event by filing the appropriate 

form as designated by Nasdaq.’’ While 

public disclosure of a reverse stock split 

is not specifically addressed under 

Nasdaq’s current rules, Nasdaq Rule 

5250(b)(1) requires a company to make 

‘‘prompt disclosure’’ of ‘‘any material 

information that would reasonably be 

expected to affect the value of its 

securities or influence investors’ 

decisions,’’ which Nasdaq interprets to 

include details on reverse stock splits.7

While ‘‘prompt’’ disclosure is not 

expressly defined in the Exchange’s 

rules, Nasdaq states that it has 

published an FAQ stating that ‘‘[t]his 

disclosure should be disseminated prior 

to, or in conjunction with, the 

announcements that Corporate Data 

Operations will make on the day prior 

to the market effective date at 

approximately 1:00 p.m.’’ 8

Accordingly, Nasdaq proposes to 

amend its rules to require a company 

conducting a reverse stock split to notify 

Nasdaq about certain details of the 

reverse stock split no later than 12 p.m. 

ET five business days prior to the 

anticipated market effective date, and to 

expressly require in its rules a company 

to make public disclosure about the 

reverse stock split at least two business 

days (no later than 12:00 p.m. ET) prior 

to the anticipated market effective date.9

Specifically, Nasdaq proposes to add 

new Rules 5250(b)(4), 5250(e)(7), and 

IM–5250–3, as discussed in more detail 

below, as well as update the information 

that a company must disclose about a 

reverse stock split to the Exchange on 

the Company Event Notification Form.10

Nasdaq also proposes to amend Rule 

5250(b)(1) concerning disclosure of 

material information to specify that a 

company should refer to Rules 

5250(b)(4) and 5250(e)(7) for the 

disclosure and notification requirements 

related to reverse stock splits.11

Proposed Nasdaq Rule 5250(b)(4) will 

specify that a company must provide 

public notice about a reverse stock split 

using a Regulation FD compliant 

method no later than 12:00 p.m. ET at 

least two business days prior to the 

proposed market effective date.12 In 

addition, the company shall, prior to the 

release of this information, provide 

notice of such disclosure to Nasdaq’s 

MarketWatch Department, at least ten 

minutes prior to public announcement 

if the public release of the material 

information is made between 7:00 a.m. 

to 8:00 p.m. ET.13 If the public release 

of this information is made outside the 

hours of 7:00 a.m. to 8:00 p.m. ET, 

Nasdaq companies must notify 

MarketWatch of the material 

information prior to 6:50 a.m. ET.14 The 

prior notice of this disclosure must be 

made to the MarketWatch Department 

through the electronic disclosure 

submission system available at https:// 

www.nasdaq.net, except in emergency 

situations, when notification may 

instead be provided by telephone or 

facsimile.15

Proposed Nasdaq Rule 5250(e)(7) will 

specify that, for a reverse stock split, the 

company must notify Nasdaq by 

submitting a complete Company Event 

Notification Form 16 no later than 12:00 


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Federal Register / Vol. 88, No. 214 / Tuesday, November 7, 2023 / Notices 76869 

indicate the requirements for the company’s 

notification to the Exchange and public under the 

newly adopted rules herein as well as require the 

company to provide information including: (1) split 

ratio; (2) new CUSIP number; (3) dates of board 

approval, shareholder approval, and DTC eligibility; 

and (4) the effective date of the reverse stock split. 17See proposed Nasdaq Rule 5250(e)(7). 18See id. 19For example, Nasdaq states that it will not 

process a proposed reverse stock split if the 

Company Event Notification Form does not include 

the new CUSIP number or a split ratio if the press 

release contains a split ratio or market effective date 

that is inconsistent with the draft submission 

previously provided to Nasdaq. See Notice, supra 

note 3, at 51377, n.12. 

20See proposed Nasdaq Rule 4120(a)(1) and 

5250(e)(7). Nasdaq has submitted a separate rule 

filing to adopt a new regulatory halt procedure 

specific to the pre-market trading and opening of a 

Nasdaq-listed security undergoing a reverse stock 

split. See Securities Exchange Act Release No. 

98489 (September 22, 2023), 88 FR 66913 

(September 28, 2023) (Notice of Filing of Proposed 

Rule Change to Amend Rule 4120 and Rule 4753). 

21See id. at 51377. 

22See id. 

23See id. 

24See id. For example, Nasdaq states that 

currently some companies may submit a form 

without CUSIP information, and then will email the 

CUSIP information to Nasdaq a few days later. See 

id. Additionally, some companies may not have 

received confirmation of DTC eligibility, and 

receive it closer to the market effective date of the 

reverse stock split. See id. Nasdaq also indicated 

that where a company is conducting a reverse stock 

split to demonstrate compliance with the minimum 

$1 bid price requirement, as many companies are 

doing to remain on Nasdaq’s Capital Market tier, as 

described above in note 5, supra, the company may 

need to modify the ratio of the reverse stock split 

after providing initial notice due to changes in 

market conditions and the company’s stock price. 

See id. 

25See id. Nasdaq represents that the five business 

day timeframe still provides sufficient time for 

Nasdaq to process the notification. See id. at 51377, 

n.13. 

26See id. at 51377. 

27See id. at 51378. Nasdaq states that a company 

may publish a press release earlier than two 

business days prior to the market effective date of 

the reverse stock split. See id. at 51377, n. 15. 

However, Nasdaq states that it will only publish an 

announcement through the Nasdaq Trader website 

one and two business days prior to the reverse stock 

split. See id. As an example, Nasdaq states that if 

a company publishes a press release on Monday 

announcing a reverse stock split with a market 

effective date on Friday, Nasdaq will only publish 

an announcement through the Nasdaq Trader 

website on Wednesday and Thursday. See id. 

28See id. See also supra note 12. 

29 15 U.S.C. 78f(b). 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). 

30 15 U.S.C. 78f(b)(5). 

31See supra notes 7 and 8. 

32See supra notes 10 and 11 and accompanying 

text. 

33See supra note 16. 

p.m. ET five business days prior to the 

proposed market effective date. The 

submission must include all 

information required by the form and a 

draft of the disclosure required by 

proposed Nasdaq Rule 5250(b)(4).17

Nasdaq will not process a reverse stock 

split unless the requirements set forth in 

proposed Rules 5250(b)(4) and 

5250(e)(7) have been timely satisfied.18

Additionally, if a company takes legal 

action to effect a reverse stock split 

notwithstanding its failure to timely 

satisfy these requirements, or provides 

incomplete or inaccurate information 

about the timing or ratio of the reverse 

stock split in its public disclosure,19

Nasdaq will halt the stock in accordance 

with the procedure set forth in Nasdaq 

Equity 4, Rule 4120, that provides 

Nasdaq with the authority to halt 

trading to permit the dissemination of 

material news.20

Proposed Nasdaq IM–5250–3 repeats 

the requirements of both proposed 

Nasdaq Rules 5250(b)(4) and (e)(7). 

According to Nasdaq this will provide 

issuers and market participants with 

additional transparency by having all 

information related to the reverse split 

process in one location in the Nasdaq 

rulebook.21

Nasdaq believes the proposed 

amendments will provide additional 

transparency and clarity to companies 

and market participants by specifying 

the notification and disclosure 

requirements related to reverse stock 

splits.22 Nasdaq states that the 

requirement for companies to submit a 

completed Company Event Notification 

Form no later than 12:00 p.m. ET five 

business days prior to the market 

effective date will help ensure that 

Nasdaq has timely and complete 

information to process the reverse stock 

split prior to the effective date.23 Nasdaq 

also states that by shortening the 

deadline for the notification from 15 

calendar days to five business days, 

Nasdaq believes that companies will be 

able to provide complete information in 

a single submission of the form, which 

they often cannot do today.24 As such, 

Nasdaq states the shorter time frame 

will simplify a company’s ability to 

submit a completed Company Event 

Notification Form because all relevant 

information can be provided in one 

submission closer to the market 

effective date and thereby improve 

Nasdaq’s processing of the forms and 

reduce the possibility of errors to the 

forms.25 Additionally, Nasdaq states the 

requirement under proposed Nasdaq 

Rule 5250(e)(7) for companies to submit 

a draft of the Regulation FD disclosure 

required by proposed Rule 5250(b)(4) 

will help ensure that the information 

disseminated to the market by the 

company aligns with Nasdaq’s 

announcement, including the split ratio 

and market effective date.26 Nasdaq also 

states that it would publish an 

announcement through the Nasdaq 

Trader website one and two business 

days prior to the market effective date.27

Furthermore, Nasdaq states that the 

requirement under proposed Nasdaq 

Rule 5250(b)(4) for a company to make 

public disclosure about a reverse stock 

split no later than 12:00 p.m. ET two 

business days prior to the market 

effective date will help ensure that 

sufficient notice is provided to market 

participants, thereby allowing them to 

process the event in their systems.28

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.29 In particular, the 

Commission finds that the proposed 

rule change is consistent with section 

6(b)(5) of the Act,30 which requires, 

among other things, that a national 

securities exchange have rules 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 regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, 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 

are not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As noted above, current Nasdaq Rule 

5250(b)(1) requires a company to make 

‘‘prompt disclosure’’ of ‘‘any material 

information that would reasonably be 

expected to affect the value of its 

securities or influence investors’ 

decisions,’’ which Nasdaq interprets to 

include details on reverse stock splits.31

In light of recent increased volume in 

reverse stock split activity, Nasdaq 

proposes to expressly set forth new 

notification and disclosure requirements 

for reverse stock splits in Nasdaq Rules 

5250(b)(4), 5250(e)(7), and IM–5250– 

3.32 The Exchange’s proposal is 

reasonably designed to address this 

recent market activity, including for 

companies that are listed on the Nasdaq 

Capital Market tier, by providing 

additional transparency of reverse stock 

splits to investors through public 

disclosure of material information about 

such splits,33 thus allowing them to 

better manage investment decisions. 

Further, the Exchange has represented 

that the requirement for companies to 


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34See supra note 23. 

35See supra note 12 (noting concerns about 

market volatility in stock prices if a market 

participant misses the current one business day 

announcement and continues to accept orders at 

pre-split prices and trading inaccurate share 

amounts). The Exchange also state that it believes 

the changes to both the notification and disclosure 

requirements should help to address these concerns 

about trading volatility and potential price 

mistakes. See Notice, supra note 3, at 51378. See 

also proposed Nasdaq Rule 5250(b)(4). 

36See Virtu Letter, supra note 3 (stating that, 

among other things, (i) shortening the notice 

requirement to Nasdaq from 15 calendar days to 

five business days before the planned reverse stock 

split would ‘‘provide issuers with additional time 

to obtain more complete data and thorough 

information before reporting the planned corporate 

action to Nasdaq,’’ and ‘‘result in Nasdaq having 

more complete information in advance of the 

planned reverse split date to ensure that all of the 

technical requirements have been satisfied’’; and (ii) 

increasing the public notice requirement to two 

business days ‘‘will enable market participants to 

plan more effectively for a reverse stock split, 

which will contribute to the maintenance of fair, 

orderly, and efficient markets’’); Robinhood Letter, 

supra note 3 (expressing general support for the 

proposal and, in particular, the requirement to 

increase the public notice requirement to two 

business days). 

37 15 U.S.C. 78f(b)(5). 

38 15 U.S.C. 78s(b)(2). 

39 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4 

submit a completed Company Event 

Notification Form no later than 12:00 

p.m. ET five business days prior to the 

market effective date will help ensure 

that Nasdaq has timely, complete, and 

accurate information to process the 

reverse stock split prior to the effective 

date.34 While Nasdaq currently is 

required to receive notification and 

certain information about a reverse 

stock split no later than 15 calendar 

days before it is scheduled to occur, 

Nasdaq has represented in its proposal 

that this longer time frame creates issues 

because some of the terms of the reverse 

stock split may not be set or available 

at that time or may change before the 

reverse stock split is to occur. As 

Nasdaq has stated, shortening the 

timeframe for notifying the Exchange 

about a reverse stock split to five 

business days should help to reduce the 

possibility of errors and allow 

companies to provide more complete 

and accurate information about a 

reverse stock split in a single 

submission to Nasdaq. This can also 

inure to the benefit of investors by 

ultimately providing the marketplace 

with improved and timely information 

about a reverse stock split. 

The Commission also believes that the 

other changes in proposed Nasdaq Rule 

5250(e)(7) and to the Company 

Notification Form appear to be 

reasonable additions to address 

Nasdaq’s and market participants’ 

concerns about having adequate, 

accurate, and complete information in a 

timely manner about reverse stock 

splits. As described above, these 

changes include, among others, 

requiring companies to submit a draft of 

its public disclosure of the reverse stock 

split no later than 12 p.m. ET five 

business days prior to the market 

effective date so that the Exchange can 

ensure the disclosure aligns with the 

announcement Nasdaq will be making, 

including on the split ratio and effective 

date of the reverse split. In addition, as 

described above, new Nasdaq Rule 

5250(e)(7) will specifically indicate that 

in certain circumstances such as when 

a company takes action to effect a 

reverse stock split but has failed to 

satisfy the rule’s requirements or a 

company provides incomplete or 

inaccurate information about the timing 

or ratio of the reverse stock split in its 

public disclosure, Nasdaq will halt the 

trading in the stock in accordance with 

its provisions on material news halts in 

Equity Rule 4, Rule 4120(a)(1). 

The proposal will also provide the 

investing public and other market 

participants with at least one additional 

business day of public notice to help 

reduce the risk that investors and 

brokers inadvertently miss the public 

announcement of the reverse stock split 

or fail to process the event in their 

systems, helping to maintain fair and 

orderly markets, and protecting 

investors and the public interest.35

The Commission also finds that the 

other changes in proposed Nasdaq Rule 

5250(b)(1) and the addition of Nasdaq 

Rule 5250(b)(4) and IM–5250–3 will 

enhance the transparency of the reverse 

stock split disclosure process to issuers 

and investors. Finally, the Commission 

notes that the two comment letters 

received on the proposal were 

supportive.36

For the reasons discussed above, the 

Commission finds that the proposed 

rule change is consistent with section 

6(b)(5) of the Act 37 and the rules and 

regulations thereunder applicable to a 

national securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act,38 that the 

proposed rule change (SR–NASDAQ– 

2023–025), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–24522 Filed 11–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98833; File No. SR–ICC– 

2023–014] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule Change Relating to the 

Clearance of Additional Credit Default 

Swap Contracts 

November 1, 2023. 

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

Securities Exchange Act of 1934,1 and 

Rule 19b–4,2 notice is hereby given that 

on October 25, 2023, ICE Clear Credit 

LLC (‘‘ICC’’) filed with the Securities 

and Exchange Commission the proposed 

rule change as described in Items I, II 

and III below, which Items have been 

prepared primarily by ICC. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The principal purpose of the 

proposed rule change is to revise the 

ICC Rulebook (the ‘‘Rules’’) to provide 

for the clearance of additional Standard 

Emerging Market Sovereign Single 

Name CDS contracts (‘‘EM Contracts’’). 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICC 

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. ICC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

(a) Purpose 

The purpose of the proposed rule 

change is to adopt rules that will 

provide the basis for ICC to clear 

additional CDS contracts. ICC proposes 

to make such change effective following 

Commission approval of the proposed 

rule change. ICC believes the addition of 

these EM Contracts will benefit the 

market for CDS by providing market 

participants the benefits of clearing, 

including reduction in counterparty 

risk, and safeguarding of margin assets 


khammond on DSKJM1Z7X2PROD with NOTICES