1132 Federal Register / Vol. 89, No. 6 / Tuesday, January 9, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1.5(p). 

4The base rebate for executions of Added 

Displayed Volume is referred to by the Exchange on 

the Fee Schedule under the existing description 

‘‘Added displayed volume’’ with a Fee Code of ‘‘B’’, 

‘‘D’’ or ‘‘J’’, as applicable, on execution reports. 

5As set forth on the Fee Schedule, ‘‘ADAV’’ 

means the average daily added volume calculated 

as the number of shares added per day, which is 

calculated on a monthly basis. 

6As set forth on the Fee Schedule, ‘‘TCV’’ means 

total consolidated volume calculated as the volume 

reported by all exchanges and trade reporting 

facilities to a consolidated transaction reporting 

plan for the month for which the fees apply. 

A copy of the request will be posted 

on PBGC’s website at https:// 

www.pbgc.gov/prac/laws-andregulation/federal-register-notices-openfor-comment. It may also be obtained 

without charge by writing to the 

Disclosure Division (disclosure@

pbgc.gov), Office of the General Counsel 

of PBGC, 445 12th Street SW, 

Washington, DC 20024–2101; or, calling 

202–229–4040 during normal business 

hours. If you are deaf or hard of hearing 

or have a speech disability, please dial 

7–1–1 to access telecommunications 

relay services. 

FOR FURTHER INFORMATION CONTACT: 

Monica O’Donnell (odonnell.monica@

pbgc.gov), Attorney, Regulatory Affairs 

Division, Office of the General Counsel, 

Pension Benefit Guaranty Corporation, 

445 12th Street SW, Washington, DC 

20024–2101, 202–229–8706. If you are 

deaf or hard of hearing or have a speech 

disability, please dial 7–1–1 to access 

telecommunications relay services. 

SUPPLEMENTARY INFORMATION: Sections 

4041 and 4042 of the Employee 

Retirement Income Security Act of 1974, 

as amended (‘‘ERISA’’), 29 U.S.C. 

13019–1461, govern the termination of 

single-employer defined benefit pension 

plans that are subject to title IV of 

ERISA. A plan administrator may 

initiate a distress termination pursuant 

to section 4041(c), and PBGC may itself 

initiate proceedings to terminate a 

pension plan under section 4042 if 

PBGC determines that certain 

conditions are present. Under sections 

4041 and 4042 of ERISA, upon a request 

by an affected party, a plan 

administrator must disclose information 

it has submitted to PBGC in connection 

with a distress termination filing, and a 

plan administrator or plan sponsor must 

disclose information it has submitted to 

PBGC in connection with a PBGCinitiated termination. The provisions 

also require PBGC to disclose the 

administrative record relating to a 

PBGC-initiated termination upon 

request by an affected party. 

The existing collection of information 

was approved under OMB control 

number 1212–0065 (expires April 30, 

2024). On October 27, 2023, PBGC 

published in the Federal Register (at 88 

FR 73887) a notice informing the public 

of its intent to request an extension of 

this collection of information. No 

comments were received. PBGC is 

requesting that OMB extend approval of 

the collection for three years. An agency 

may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information unless it 

displays a currently valid OMB control 

number. 

PBGC estimates that approximately 30 

plans will terminate as distress or 

PBGC-initiated terminations each year 

and that two participants or other 

affected parties of every nine distress 

terminations or PBGC-initiated 

terminations filed will annually make 

requests for termination information, or 

2⁄9 of 30 (approximately 7 per year). 

PBGC estimates that the hour burden for 

each request will be about 20 hours. 

PBGC expects that the staff of plan 

administrators and sponsors will 

perform the work in-house and that no 

work will be contracted to third parties. 

The total annual hour burden is 

estimated to be 140 hours (7 plans × 20 

hours), and the total annual cost burden 

is estimated to be $0. 

Issued in Washington, DC. 

Hilary Duke, 

Assistant General Counsel for Regulatory 

Affairs, Pension Benefit Guaranty 

Corporation. 

[FR Doc. 2024–00188 Filed 1–8–24; 8:45 am] 

BILLING CODE 7709–02–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99266; File No. SR–MEMX– 

2023–41] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule To Remove Expired Rebate 

Tier Criterion 

January 3, 2024. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

26, 2023, MEMX LLC (‘‘MEMX’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘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 is filing with the 

Commission a proposed rule change to 

amend the Exchange’s fee schedule 

applicable to Members 3 (the ‘‘Fee 

Schedule’’) pursuant to Exchange Rules 

15.1(a) and (c). The Exchange proposes 

to implement the changes to the Fee 

Schedule pursuant to this proposal on 

January 1, 2024. The text of the 

proposed rule change is provided in 

Exhibit 5. 

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 purpose of the proposed rule 

change is to amend the Fee Schedule to 

remove an expired criteria under 

Liquidity Provision Tier 4. 

The Exchange currently provides a 

base rebate of $0.0015 per share for 

executions of orders in securities priced 

at or above $1.00 per share that add 

displayed liquidity to the Exchange 

(such orders, ‘‘Added Displayed 

Volume’’).4 The Exchange also currently 

offers Liquidity Provision Tiers 1–5 

under which a Member may receive an 

enhanced rebate for executions of 

Added Displayed Volume by achieving 

the corresponding required volume 

criteria for each such tier. With respect 

to Liquidity Provision Tier 4, the 

Exchange currently provides an 

enhanced rebate of $0.0029 per share for 

executions of Added Displayed Volume 

for Members that qualify for such tier by 

achieving: (1) an ADAV 5 (excluding 

Retail Orders) that is equal to or greater 

than 0.09% of the TCV; 6 or (2) an 

ADAV that is equal to or greater than 

0.006% of the TCV and a Step-Up 


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Federal Register / Vol. 89, No. 6 / Tuesday, January 9, 2024 / Notices 1133 

7As set forth on the Fee Schedule, ‘‘Step Up 

ADAV’’ means ADAV in the relevant baseline 

month subtracted from current ADAV. 

8The proposed pricing for Liquidity Provision 

Tier 4 is referred to by the Exchange on the Fee 

Schedule under the existing description ‘‘Added 

displayed volume, Liquidity Provision Tier 4’’ with 

a Fee Code of ‘‘B4’’, ‘‘D4’’ or ‘‘J4’’, as applicable, to 

be provided by the Exchange on the monthly 

invoices provided to Members. 

9 15 U.S.C. 78f. 

10 15 U.S.C. 78f(b)(4) and (5). 

11 15 U.S.C. 78f(b)(4) and (5). 

12 15 U.S.C. 78f(b)(8). 

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

14 17 CFR 240.19b–4(f)(2). 

ADAV 7 from June 2023 that is equal to 

or greater than 40% of the Member’s 

June 2023 ADAV.8 Additionally, the Fee 

Schedule indicates that criteria (2) of 

Liquidity Provision Tier 4 will expire no 

later than December 31, 2023. Now, 

given the expiration of criteria (2) of 

Liquidity Provision Tier 4, it is 

necessary to modify the Fee Schedule to 

delete this criteria (2) as well as the note 

under the Liquidity Provision Tiers 

pricing table that indicates its 

expiration, as both are no longer 

applicable and otherwise obsolete. The 

Exchange is not proposing to make any 

changes to this or any other Liquidity 

Provision Tier, and as such, Liquidity 

Provision Tier 4 will now consist solely 

of the previously existing criteria (1). 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,9

in general, and with Sections 6(b)(4) and 

6(b)(5) of the Act,10 in particular, in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that the 

proposed change to modify Liquidity 

Provision Tier 4 to remove the expired 

criteria (2) criteria is reasonable because 

there was an expiration date associated 

with this criteria that has now passed. 

As such, this criteria is no longer 

available under this tier, and should not 

remain on the Fee Schedule. The 

Exchange believes that the enhanced 

rebate for executions of Added 

Displayed Volume provided under 

Liquidity Provision Tier 4, which the 

Exchange is not proposing to change 

with this proposal, remains 

commensurate with the required criteria 

under such tier, as modified, and is 

reasonably related to the market quality 

benefits that such tier is designed to 

achieve. The Exchange also believes the 

enhanced rebate for executions of 

Added Displayed Volume provided 

under Liquidity Provision Tier 4 

remains equitable and not unfairly 

discriminatory, as such enhanced rebate 

will continue to apply equally to all 

qualifying Members. 

For the reasons discussed above, the 

Exchange submits that the proposal 

satisfies the requirements of Sections 

6(b)(4) and 6(b)(5) of the Act 11 in that 

it provides for the equitable allocation 

of reasonable dues, fees and other 

charges among its Members and other 

persons using its facilities and is not 

designed to unfairly discriminate 

between customers, issuers, brokers, or 

dealers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,12 the Exchange believes that the 

proposed rule change will not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

The Exchange believes that the 

proposed rule change would not place 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not designed to 

address any competitive issues but 

rather is designed to enhance the clarity 

of the Fee Schedule and alleviate 

possible Member confusion that may 

arise from the inclusion of obsolete 

language. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 13 and Rule 

19b–4(f)(2) 14 thereunder. 

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 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

MEMX–2023–41 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–MEMX–2023–41. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–MEMX–2023–41 and should be 

submitted on or before January 30, 2024. 


khammond on DSKJM1Z7X2PROD with NOTICES
1134 Federal Register / Vol. 89, No. 6 / Tuesday, January 9, 2024 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78f(b). 

4 15 U.S.C. 78f(b)(4) and (5). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00178 Filed 1–8–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99269; File No. SR– 

NASDAQ–2023–056] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Exchange’s Schedule of Fees at Equity 

7 Sections 114 and 118 

January 3, 2024. 

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 December 

21, 2023, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘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 amend the 

Exchange’s schedule of fees at Equity 7, 

Sections 114 and 118. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

On December 13, 2023, Nasdaq 

experienced a technical issue with its 

RASH order handling system. The issue 

involved a duplication of an internal 

order identification numbers, which 

impacted a subset of orders for some 

members, including unacknowledged 

orders, an inability to cancel open 

orders, intermittent port disconnects, 

missing execution reports, and 

mismatched execution reports. 

Because Nasdaq’s fee and rebate 

schedule in Equity 7, Sections 114 and 

118 provide that members may achieve 

better pricing if they achieve certain 

specified volumes of activity during a 

given month (as measured by 

Consolidated Volume (defined below) 

and Average Daily Volume (‘‘ADV’’)), 

the RASH issue may have impacted the 

ability of affected members to reach the 

required volumes. By way of 

illustration, a member with shares of 

liquidity provided in all securities 

through one of its Nasdaq Market Center 

market participant identifiers (‘‘MPIDs’’) 

that represent more than 1.50% of the 

total consolidated volume reported to 

all consolidated transaction reporting 

plans by all exchanges and trade 

reporting facilities in equity securities of 

at least one round lot (‘‘Consolidated 

Volume’’) during a month receives a 

rebate of $0.00305 per share executed 

with respect to liquidity that it provides 

during the month through displayed 

quotes/orders. By contrast, members 

providing lower volumes of liquidity 

receive lower rebates with respect to 

displayed quotes/order ranging from 

$0.0020 to $0.0030 per share executed. 

If a member had provided liquidity that 

represented slightly in excess of 1.50% 

of Consolidated Volume on each day of 

December 2023 other than December 13, 

but was prevented from reaching 

comparable levels on that date due to 

the RASH issue, it is possible that the 

rebate it would ultimately earn for the 

entire month would be lower than 

would otherwise have been the case. 

Similarly, under Equity 7, Section 114, 

a member may be entitled to receive an 

enhanced rebate under Nasdaq’s 

Qualified Market Maker Program, 

Designated Liquidity Provider Program, 

or its NBBO Program, based on its 

achievement of certain Consolidated 

Volume or ADV criteria specified in the 

rule. The ability of a member to achieve 

these criteria may have also been 

affected by the RASH issue. 

Accordingly, in order to ensure that 

fees and rebates are not adversely 

impacted by the RASH issue, Nasdaq 

proposes to exclude December 13, 2023 

from calculations of Consolidated 

Volume and ADV made under Equity 7, 

Sections 114 and 118 if doing so would 

allow a member to achieve more 

favorable pricing than would be the case 

if the day were included. Thus, 

members that are unaffected by the 

RASH issue would not have the day 

arbitrarily excluded from their 

calculations. Nasdaq will perform all 

calculations needed to implement the 

change. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,3 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,4 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

Nasdaq believes that the proposed 

change is reasonable because it will 

allow members to receive December 

2023 pricing that is based on either the 

exclusion, or the inclusion, of December 

13, whichever is more favorable to the 

member. The proposed change is 

equitable and not unfairly 

discriminatory, because it will ensure 

that the fees and rebates applicable to 

members that were subject to the RASH 

issue are not adversely affected by the 

issue. 

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. The change 

will help to ensure that members that 

were affected by the RASH issue are not 

required to pay higher fees, or receive 

lower rebates, during December 2023 

than would otherwise be the case. 

Accordingly, Nasdaq believes that the 

proposed changes will protect members 

from incurring unanticipated charges. 


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