42540 Federal Register / Vol. 83, No. 163 / Wednesday, August 22, 2018 / Notices 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f)(6). As required under Rule 

19b–4(f)(6)(iii), the Exchange provided the 

Commission with 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. 

20 17 CFR 240.19b–4(f)(6). 

21 17 CFR 240.19b–4(f)(6)(iii). 

22For purposes only of waiving the 30-day 

operative delay, the Commission also 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. 78s(b)(2)(B). 

24 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 34–83545 

(June 28, 2018), 83 FR 31244 (July 3, 2018) (SR– 

ICC–2018–007) (‘‘Notice’’). 

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

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 18 and Rule 19b– 

4(f)(6) thereunder.19

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 20 normally does not become 

operative for 30 days after the date of its 

filing. However, pursuant to Rule 19b– 

4(f)(6)(iii),21 the Commission may 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. In its 

filing with the Commission, the 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

the proposed rule change may become 

operative upon filing. The Exchange 

represents that the proposed rule change 

would protect against executions in the 

Opening Process that are significantly 

disclocated from recent trading activity 

and may be cancelled pursuant to Rule 

11.270. In addition, the Exchange notes 

that while the proposed change to the 

Cross Price Constraint may affect the 

cross price in limited circumstances, 

there will be no change to the relative 

priority of execution for Cross Eligible 

Orders. Furthermore, the Exchange 

states that waiver of the operative delay 

would allow the Exchange to update its 

rules without delay to avoid potential 

confusion among market participants 

regarding the Exchange’s Opening 

Process functionality and immediately 

protect against dislocated executions in 

the Opening Process. The Commission 

does not believe that any new or novel 

issues are raised by the proposal. For 

these reasons, the Commission believes 

that waiver of the 30-day operative 

delay is consistent with the protection 

of investors and the public interest. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.22

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) of the Act 23 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– 

IEX–2018–18 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–IEX–2018–18. 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–IEX–2018–18, and should 

be submitted on or before September 12, 

2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–18060 Filed 8–21–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83864; File No. SR–ICC– 

2018–007] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of 

Designation of Longer Period for 

Commission Action on Proposed Rule 

Change Relating to the Clearance of an 

Additional Credit Default Swap 

Contract 

August 16, 2018. 

On June 13, 2018, ICE Clear Credit 

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

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to provide for the 

clearance of an additional credit default 

swap contract (File No. SR–ICC–2018– 

007). The proposed rule change was 

published for comment in the Federal 

Register on July 3, 2018.3 To date, the 

Commission has not received comments 

on the proposed rule change. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day from the 

publication of notice of filing of this 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 163 / Wednesday, August 22, 2018 / Notices 42541 

5 15 U.S.C. 78s(b)(2). 

6 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3As described in more detail below, these 

requirements are each either identical or 

substantially similar to those in Section 102.08 of 

the NYSE Listed Company Manual for the initial 

listing of Subscription Receipts. 

4Rule 5810(c)(3)(E) provides a grace period for a 

company to regain compliance if the company fails 

to meet the majority board independence or the 

audit committee composition requirements due to 

one vacancy, or fails to meet the audit committee 

composition requirements because an audit 

committee member ceases to be independent for 

reasons outside of her control. The grace period is 

until the earlier of the company’s next annual 

shareholders meeting or one year from the event 

that caused the deficiency to cure the deficiency. 

However, if the company’s next annual 

shareholders’ meeting is held sooner than 180 days 

after the event that caused the deficiency, then the 

company has 180 days from the event that caused 

the deficiency to cure it. 

proposed rule change is August 17, 

2018. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change. ICC 

proposes to revise the ICC Rulebook to 

provide for the clearance of an 

additional Standard Emerging Market 

Sovereign CDS contract. The 

Commission finds it appropriate to 

designate a longer period within which 

to take action on the proposed rule 

change so that it has sufficient time to 

consider ICC’s proposed rule change. 

Accordingly, the Commission, 

pursuant to Section 19(b)(2) 5 of the Act, 

designates October 1, 2018, as the date 

by which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–ICC–2018–007). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–18057 Filed 8–21–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83861; File No. SR– 

NASDAQ–2018–059] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Adopt Initial 

and Continued Listing Standards for 

Subscription Receipts and Fees for 

Their Listing 

August 16, 2018. 

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 August 

3, 2018, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) 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 the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to adopt 

initial and continued listing standards 

for subscription receipts and fees for 

their listing. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://nasdaq.cchwallstreet.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 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to adopt 

initial and continued listing standards 

for the listing of Subscription Receipts 

on the Nasdaq Capital Market and fees 

for their listing. 

Subscription Receipts are a financing 

technique that has been used for many 

years by Canadian public companies. 

Typically, Canadian companies use 

Subscription Receipts as a means of 

providing cash consideration in merger 

or acquisition transactions. Subscription 

Receipts are sold in a public offering 

that occurs after the execution of an 

acquisition agreement. The proceeds of 

the Subscription Receipt offering are 

held in a custody account and, if the 

related acquisition closes, the 

Subscription Receipt holders receive a 

specified number of shares of the issuer. 

If the acquisition does not close, then 

the Subscription Receipts are redeemed 

for their original purchase price plus 

any interest accrued on the custody 

account. The benefit of Subscription 

Receipts to the issuer is that they 

provide a contingent form of financing 

that only becomes permanent if the 

acquisition is completed. By contrast, a 

company financing the cash 

consideration for an acquisition by 

means of a traditional equity or debt 

offering is at risk of having incurred 

unnecessary dilution of its shareholders 

or indebtedness if the related 

acquisition fails to close. Subscription 

Receipts provide investors with 

flexibility to elect to invest in the post 

merger company and not in the 

company in its pre-merger form. 

Nasdaq has received inquiries from 

market participants about the possibility 

of the use of Subscription Receipts as a 

fundraising alternative for listed 

companies. As a result of this interest, 

the Exchange is now proposing to adopt 

listing standards for Subscription 

Receipts. Under the proposed rule, 

Nasdaq will initially list Subscription 

Receipts on the Capital Market pursuant 

to proposed Rule 5520 if they meet the 

following requirements: 3

(a) The security that the Subscription 

Receipts are exchangeable for must be 

listed on the Nasdaq Global Select, 

Global or Capital Market. 

(b) The issuer of the Subscription 

Receipts must not have received a Staff 

Delisting Determination with respect to 

the security the Subscription Receipts 

are exchangeable for and must not have 

been notified about a deficiency in any 

continued listing standard with respect 

to the issuer of the Subscription 

Receipts or the security the Subscription 

Receipts are exchangeable for, except 

with respect to a corporate governance 

requirement where the issuer has 

received a grace period under Rule 

5810(c)(3)(E).4

(c) The proceeds of the Subscription 

Receipts offering must be designated 

solely for use in connection with the 

consummation of a specified acquisition 

that is the subject of a binding 

acquisition agreement (the ‘‘Specified 

Acquisition’’). 

(d) The proceeds of the Subscription 

Receipts offering must be held in an 

interest-bearing custody account by an 

independent custodian. 

(e) The Subscription Receipts will 

promptly be redeemed for cash (i) at any 


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