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###### Securities and Exchange Commission

          - [Release No. 34-66499; File No. SR-NASDAQ-2012-002]

                    On January 3, 2012, The NASDAQ Stock Market LLC (“Exchange” or “Nasdaq”) 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 proposal to adopt an alternative to the $4 minimum bid price initial listing requirement for the Nasdaq Capital Market of either $2 or $3, if certain other listing requirements are met. The proposed rule change was published for comment in the                     **Federal Register**                     on January 20, 2012.[3]                                          The Commission received one comment on the proposal.[4] 

                    Section 19(b)(2) of the Act [5]                                          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 for this filing is March 5, 2012.                

The Commission is extending the 45-day time period for Commission action on the proposed rule change. The Commission finds that it is appropriate to designate a longer period to take action on the proposed rule change so that it has sufficient time to consider the Exchange's proposal and the comment received. The Exchange's proposal would, among other things, allow a company's primary equity securities to be initially listed on the Nasdaq Capital Market if those securities have a minimum bid price of $2 or $3 per share and certain other listing requirements are met.

                    Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,[6]                                          designates April 19, 2012, as the date by which the Commission should either approve or disapprove or institute proceedings to determine whether to disapprove the proposed rule change.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[7] 

Kevin M. O'Neill,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                                                     *See*                         Securities Exchange Act Release No. 66159 (January 13, 2012), 77 FR 3021.                    
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4.                                                     *See*                         Letter from David A. Donohoe, Jr., Donohoe Advisory Associates LLC, to Elizabeth M. Murphy, Secretary, Commission, dated February 10, 2012.                    
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5.                             15 U.S.C. 78s(b)(2).                    
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6.                             15 U.S.C. 78s(b)(2).                    
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7.                                 17 CFR 200.30-3(a)(31).                        
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[FR Doc. 2012-5471 Filed 3-6-12; 8:45 am]

BILLING CODE 8011-01-P