Federal Register / Vol. 89, No. 198 / Friday, October 11, 2024 / Notices 82649 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 34–101074 

(September 5, 2024), 89 FR 77920 (September 24, 

2024) (SR–GEMX–2024–34). 

4Half cabinets are not available to new 

subscribers. See General 8, Section 1(a). 

5Supra note 3. 

6Because of the addition of the Ultra High 

Density Cabinet option in NY11–4, the Super High 

Density Cabinet in NY11–4 will have power density 

greater than 15 kW and less than or equal to 17.3 

kW. 

10. Docket No(s).: MC2025–34 and 

K2025–33; Filing Title: Priority Mail 

Express, Priority Mail & USPS Ground 

Advantage Contract 442 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: October 4, 2024; Filing Authority: 

39 U.S.C. 3642, 39 CFR 3035.105, and 

39 CFR 3041.310; Public Representative: 

Jana Slovinska; Comments Due: October 

15, 2024. 

11. Docket No(s).: MC2025–35 and 

K2025–34; Filing Title: Priority Mail 

Express, Priority Mail & USPS Ground 

Advantage Contract 443 to Competitive 

Product List and Notice of Filing 

Materials Under Seal; Filing Acceptance 

Date: October 4, 2024; Filing Authority: 

39 U.S.C. 3642, 39 CFR 3035.105, and 

39 CFR 3041.310; Public Representative: 

Gregory S. Stanton; Comments Due: 

October 15, 2024. 

II. Summary of Proceeding(s) 

None. See Section II for public 

proceedings. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2024–23584 Filed 10–10–24; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101262; File No. SR– 

GEMX–2024–36] 

Self-Regulatory Organizations; Nasdaq 

GEMX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Establish Fees for Its 

Expanded Co-Location Services 

October 7, 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 

September 24, 2024, Nasdaq GEMX, 

LLC (‘‘GEMX’’ 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 a proposal 

to establish fees for its expanded colocation services, as described further 

below. 

While these amendments are effective 

upon filing, the Exchange has 

designated the proposed amendments to 

be operative on October 7, 2024. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/gemx/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 

The Exchange filed a proposal to 

expand its co-location services by 

offering new cabinet, power, and power 

distribution unit options in the 

Exchange’s expanded data center.3 As 

described in that filing, the Exchange’s 

current data center (‘‘NY11’’) in 

Carteret, NJ is undergoing an expansion 

(‘‘NY11–4’’) in response to demand for 

power and cabinets. The purpose of this 

proposed rule change is to establish fees 

for the expanded co-location services. 

Specifically, the Exchange proposes to 

establish (i) a monthly fee for Ultra High 

Density Cabinets, (ii) an installation fee 

for cabinets in NY11–4, (iii) fees for 

power installation in NY11–4, and (iv) 

fees for power distribution unit options 

in NY11–4. 

Ultra High Density Cabinet 

Currently, co-location customers have 

the option of obtaining cabinets of 

various sizes and power densities. Colocation customers may obtain a Half 

Cabinet,4 a Low Density Cabinet with 

power density less than or equal to 2.88 

kilowatts (‘‘kW’’), a Medium Density 

Cabinet with power density greater than 

2.88 kW and less than or equal to 5 kW, 

a Medium-High Density Cabinet with 

power density greater than 5 kW and 

less than or equal to 7 kW, a High 

Density Cabinet with power density 

greater than 7 kW and less than 10 kW, 

and a Super High Density Cabinet with 

power density greater than 10 kW and 

less than or equal to 17.3 kW. 

The Exchange filed a proposal to 

introduce a new cabinet choice in 

NY11–4, an ‘‘Ultra High Density 

Cabinet,’’ with power density greater 

than 10 kW and less than or equal to 15 

kW.5 The Ultra High Density Cabinet 

option will only be offered in NY11–4 

because of the power configuration 

necessary for such cabinets, which is 

not possible or available in other 

portions of the data center due to 

different power distribution.6 In 

addition to the Ultra High Density 

Cabinet, the Exchange will offer the 

other, existing cabinet options in NY11– 

4, with the exception of the Low Density 

Cabinet and Half Cabinet due to a lack 

of demand for such cabinets. The 

ongoing monthly fees for the Super High 

Density Cabinet, High Density Cabinet, 

Medium-High Density Cabinet, and 

Medium Density Cabinet are the same in 

NY11 and NY11–4 and the Exchange is 

not proposing to modify such fees. 

The Exchange proposes to establish 

an ongoing monthly fee of $7,230 for the 

Ultra High Density Cabinets. To 

effectuate this change, the Exchange 

proposes to add the $7,230 ongoing 

monthly fee for Ultra High Density 

Cabinets to its fee schedule in General 

8, Section 1(a). The Exchange notes that 

the proposed fee amount falls between 

the $4,748 ongoing monthly fee charged 

for High Density Cabinets and the 

$8,440 ongoing monthly fee charged for 

Super High Density Cabinets. 

Furthermore, the proposed fee is 

consistent with the existing ongoing 

monthly cabinet fees on a per kW basis. 

The existing monthly cabinet fees range 

from approximately $475 per kW to 

$916 per kW, while the proposed 

ongoing monthly cabinet fee for the 

Ultra High Density Cabinet ranges from 

approximately $482 per kW (at the high 

end of the power density range for Ultra 

High Density Cabinets) to $723 per kW 


ddrumheller on DSK120RN23PROD with NOTICES1
82650 Federal Register / Vol. 89, No. 198 / Friday, October 11, 2024 / Notices 

7The existing data halls utilize cold aisle 

containment to manage temperatures. Hot aisle 

containment is a more effective way to manage heat 

in the data center. 

8 In contrast, to the extent customers provide their 

own cabinets in NY11, there is an additional outof-pocket cost for such cabinets. 

9For example, NYSE charges an initial $5,000 fee 

for dedicated cabinets. See https://www.nyse.com/ 

publicdocs/Wireless_Connectivity_Fees_and_

Charges.pdf. 

10Benefits include future proofing the data hall 

to allow for increasing power density in the future, 

requiring less whips to deliver the same amount of 

amperage, less circuits need to be installed to reach 

the same power supply, and safety improvements. 

11PDUs are devices fitted with multiple outputs 

designed to distribute electric power. The 

standardized PDUs would only be offered for 

NY11–4. 

12Phase 1 PDUs are compatible with the 

following power options: Phase 1 20 amp 240 volt, 

Phase 1 32 amp 240 volt, and Phase 1 40 amp 240 

volt. Phase 3 PDUs are compatible with the 

following power options: Phase 3 20 amp 415 volt 

and Phase 3 32 amp 415 volt. Phase 1 and Phase 

3 are available in NY11 and NY11–4. Phase 3 PDUs 

provide greater power density than Phase 1 PDUs 

by delivering power over three wires as opposed to 

one wire. 

13This functionality may be available with 

customer-provided PDUs as well and depends on 

the PDU provided by the customer. 

14The Exchange will announce modifications to 

the proposed timing via the Nasdaq Customer 

Portal, which is the web portal used for order and 

inventory management of colocation services, and 

email communication to all colocation customers. 

15Charging customers once access is provided is 

consistent with current practice and allows 

customers to set up equipment and begin using 

power. 

16 15 U.S.C. 78f(b). 

17 15 U.S.C. 78f(b)(4) and (5). 

(at the low end of the power density 

range for Ultra High Density Cabinets). 

Installation Fee for Cabinets in NY11–4 

The Exchange proposes to establish a 

cabinet installation fee of $5,940 for all 

cabinets in NY11–4. To effectuate this 

change, the Exchange proposes to add 

the proposed $5,940 installation fee to 

its fee schedule in General 8, Section 

1(a) for Super High Density Cabinets, 

Ultra High Density Cabinets, High 

Density Cabinets, Medium-High Density 

Cabinets, and Medium Density Cabinets 

in NY11–4. In the existing data halls, 

customers may bring their own cabinets 

or use Exchange-provided cabinets. In 

NY11–4, because of the cooling system 

(hot aisle containment),7 all cabinets 

must be uniform and therefore, the 

Exchange will provide all cabinets, the 

cost of which is included in the $5,940 

installation fee.8 The cabinets in NY11– 

4 include certain features not included 

in cabinets provided by the Exchange in 

the existing data halls. Specifically, the 

cabinets in NY11–4 include uniform, 

wider cabinets (32′′ W x 48′′ D x 91′′ H), 

cable management, and a rear split door 

and combo lock. In addition, the 

proposed installation fee of $5,940 is 

comparable to fees charged for similar 

products.9

Installation Fee for Cabinet Power in 

NY11–4 

The cabinet power options for NY11– 

4 include: Phase 1 20 amp 240 volt, 

Phase 1 32 amp 240 volt, Phase 1 40 

amp 240 volt, Phase 3 20 amp 415 volt, 

and Phase 3 32 amp 415 volt. These 

cabinet power options are specific to 

NY11–4 and one of these options must 

be selected for cabinets in NY11–4. The 

Exchange proposes to establish an 

installation fee of $3,600 for Phase 1 

cabinet power options in NY11–4 and 

an installation fee of $4,560 for Phase 3 

cabinet power options in NY11–4. To 

effectuate this change, the Exchange 

proposes to add the proposed fees to its 

fee schedule in General 8, Section 1(c). 

The Exchange also proposes not to 

charge an ongoing monthly fee for the 

cabinet power options in NY11–4 and 

update the fee schedule accordingly. For 

NY11–4, the data center operator is 

bringing in these higher voltage power 

options and is likely to experience 

increased power distribution 

efficiencies across the data center. The 

proposed power installation fees are 

higher in NY11–4 as compared to the 

existing data halls as the installation of 

the higher voltage power options costs 

more to the Exchange and is considered 

a premium product due to anticipated 

operational efficiencies.10 As between 

the Phase 1 and Phase 3 power options, 

the Phase 3 options provide a more 

efficient power source. 

Fees for Power Distribution Unit 

Options 

The Exchange will offer power 

distribution units (‘‘PDUs’’) 11 in NY11– 

4 as a convenience to customers. Rather 

than sourcing PDUs on a customer-bycustomer basis, as the Exchange does for 

customers in NY11, the Exchange will 

offer Phase 1 and Phase 3 12 power 

distribution units in NY11–4. The 

Exchange proposes to establish a fee of 

$4,100 for a Phase 1 PDU and $5,260 for 

a Phase 3 PDU. This service is optional 

and customers may choose to provide 

their own PDUs appropriate for their 

power installation choices. The 

Exchange notes that, as part of such 

proposed fees, the Exchange would 

provide a primary and redundant PDU. 

As such, the proposed PDU fees covers 

a pair of PDUs. In addition, customers 

utilizing a Phase 1 or Phase 3 PDU 

provided by the Exchange have the 

ability to upgrade or downgrade 

between amperage levels without 

replacing the PDU, by a simple upgrade 

of the facility cord and a receptacle 

update.13 A PDU replacement is 

required when switching between 

phases/voltage. 

The Exchange will also offer a switch 

monitored PDU add on in NY11–4, 

which would allow customers to 

connect remotely to their PDU and 

control the power sockets. With the 

switch monitored PDU option, 

customers would be able to power cycle 

or shut off power remotely. The 

Exchange proposes to establish a $2,000 

fee for the switch monitored PDU 

option. This option is optional as well 

and customers may choose to provide 

their own switch monitored PDU, if 

desired. 

Implementation 

Although the timing is subject to 

change,14 the Exchange anticipates 

opening NY11–4 Exchange access on 

November 11, 2024 and providing 

customers access on October 7, 2024. 

Customer orders will not be fee liable 

until customers are provided access to 

the space.15

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,16 in general, and furthers the 

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

of the Act,17 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. 

The Exchange believes that the 

proposal to establish a monthly fee for 

Ultra High Density Cabinets, an 

installation fee for cabinets in NY11–4, 

installation fees for power installation 

in NY11–4, and fees for power 

distribution unit options in NY11–4 is 

reasonable. First, the Exchange’s 

proposal to establish a $7,230 ongoing 

monthly fee for Ultra High Density 

Cabinets in NY11–4 is reasonable 

because it is comparable to the 

Exchange’s current ongoing monthly 

fees for cabinets. The proposed fee 

amount falls between the $4,748 

ongoing monthly fee charged for High 

Density Cabinets and the $8,440 

ongoing monthly fee charged for Super 

High Density Cabinets. Furthermore, the 

proposed fee is consistent with the 

existing ongoing monthly cabinet fees 

on a per kW basis. The existing monthly 

cabinet fees range from approximately 

$475 per kW to $916 per kW, while the 

proposed ongoing monthly cabinet fee 

for the Ultra High Density Cabinet 

ranges from approximately $482 per kW 

(at the high end of the power density 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 198 / Friday, October 11, 2024 / Notices 82651 

18Supra note 10. 

19There are currently 17 exchanges offering 

options trading services. No single options 

exchange trades more than 15% of the options 

market by volume and only one of the 17 options 

exchanges has a market share over 10 percent. See 

Nasdaq, Options Market Statistics (Last updated 

July 3, 2024), available at https://

www.nasdaqtrader.com/ 

Trader.aspx?id=OptionsVolumeSummary. This 

broad dispersion of market share demonstrates that 

market participants can and do exercise choice in 

trading venues. Further, low barriers to entry mean 

that new exchanges may rapidly enter the market 

and offer additional substitute platforms to further 

compete with the Exchange and the products it 

offers. 20 15 U.S.C. 78s(b)(3)(A)(ii). 

range for Ultra High Density Cabinets) to 

$723 per kW (at the low end of the 

power density range for Ultra High 

Density Cabinets). Second, the Exchange 

believes that the proposed cabinet 

installation fee of $5,940 is reasonable 

as compared to the installation fees in 

NY11 (of $3,693–$4,748) because the 

proposed installation fee includes the 

cabinet itself, which includes certain 

enhanced features in NY11–4, including 

uniform, wider cabinets (32′′ W x 48′′ D 

x 91′′ H), cable management, and a rear 

split door and combo lock. In contrast, 

in NY11, customers may choose to 

provide their own cabinets, incurring an 

additional cost. Furthermore, the 

proposed installation fee is comparable 

to the rate charged by NYSE for a 

similar product, as described above. 

Third, the Exchange believes that the 

power installation fees of $3,600 for 

Phase 1 power options and $4,560 for 

Phase 3 power options in NY11–4 are 

reasonable. As compared to power 

installation fees in NY11, the proposed 

rates for NY11–4 are higher because the 

Exchange will incur increased costs for 

installation of the higher voltage power 

options. In addition, the higher voltage 

power options will provide operational 

efficiencies for the data hall, as 

discussed above,18 warranting a higher 

fee. Finally, the Exchange believes that 

the proposed fees for PDUs and the PDU 

add on are reasonable because such fees 

are consistent with market rates. 

Furthermore, the Exchange is providing 

the PDU options as a convenience to 

customers. No customer is required to 

purchase any PDU options from the 

Exchange. Customers may choose to 

provide their own PDUs and PDU add 

ons. 

The Exchange believes substitutable 

products and services are available to 

market participants, including, among 

other things, other options exchanges 

that a market participant may connect to 

in lieu of the Exchange,19 connectivity 

to the Exchange via a third-party reseller 

of connectivity, and/or trading of 

options products within markets which 

do not require connectivity to the 

Exchange, such as the Over-the-Counter 

(OTC) markets. Market participants that 

wish to connect to the Exchange will 

continue to choose the method of 

connectivity based on their specific 

needs. Market participants that wish to 

connect to the Exchange but want to 

avoid or mitigate the effect of these 

proposed fees can choose to connect to 

the Exchange through a vendor. 

In summary, the proposal represents 

an equitable allocation of reasonable 

dues, fees and other charges because 

customers have choices in how they 

connect to the Exchange, the proposed 

monthly fee for Ultra High Density 

Cabinets is comparable to current fees 

charged by the Exchange for other 

cabinets, the Exchange will provide 

uniform cabinets in NY11–4 with 

special features, the proposed cabinet 

installation fee is consistent with that of 

comparable products offered by other 

providers, the Exchange will incur 

increased costs for new power 

installation in NY11–4, higher voltage 

power options will provide operational 

efficiencies for the data hall, and PDU 

options are provided as a convenience 

to customers and customers may choose 

to provide their own PDUs. 

The Exchange believes that the 

proposed fee changes are not unfairly 

discriminatory because the cabinet, 

power, and PDU fees for NY11–4 are 

available to and assessed uniformly 

across all market participants. In 

addition, all customers have the choice 

of whether and how to connect to the 

Exchange. 

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. 

Nothing in the proposal burdens 

inter-market competition because 

approval of the proposal does not 

impose any burden on the ability of 

other exchanges to compete. The 

Exchange operates in a highly 

competitive market in which market 

participants can determine whether or 

not to connect to the Exchange based on 

the value received compared to the cost 

of doing so. Indeed, market participants 

have numerous alternative exchanges 

that they may participate on and direct 

their order flow, as well as off-exchange 

venues, where competitive products are 

available for trading. 

Nothing in the proposal burdens 

intra-market competition because the 

Ultra High Density Cabinets, cabinet 

power options, and PDU optionality in 

NY11–4 are available to any customer 

under the same fees as any other 

customer, and any customer that wishes 

to order cabinets, power and PDUs in 

NY11–4 can do so on a nondiscriminatory basis. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

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.20 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: (i) 

necessary or appropriate in the public 

interest; (ii) for the protection of 

investors; or (iii) 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 

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– 

GEMX–2024–36 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–GEMX–2024–36. 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 


ddrumheller on DSK120RN23PROD with NOTICES1
82652 Federal Register / Vol. 89, No. 198 / Friday, October 11, 2024 / Notices 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 100461 

(July 3, 2024), 89 FR 56457 (‘‘Notice’’). Comments 

received on the Notice are available on the 

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

comments/sr-nasdaq-2024-029/ 

srnasdaq2024029.htm. 

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

5See Securities Exchange Act Release No. 

100791, 89 FR 68671 (Aug. 27, 2024) (designating 

October 7, 2024 as the date by which the 

Commission shall either approve, disapprove, or 

institute proceedings to determine whether to 

disapprove the proposed rule change). 

6Amendment No. 1 to the proposed rule change 

was submitted on September 27, 2024, and it was 

subsequently withdrawn on October 3, 2024. 

7 In Amendment No. 2, the Exchange (1) clarified 

the application of Rule 5810(c)(3)(H) in extending 

the ten consecutive day compliance period for 

regaining compliance with the minimum bid price 

requirement, (2) clarified that the failure to satisfy 

the requirements during the compliance period(s) 

applicable to the initial bid price deficiency will 

result in the issuance of a Staff Delisting 

Determination Letter, and (3) made other technical 

and non-substantive changes for readability. 

Because Amendment No. 2 does not materially alter 

the substance of the proposed rule change and 

makes clarifying modifications, Amendment No. 2 

is not subject to notice and comment. The full text 

of Amendment No. 2 can be found on the 

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

comments/sr-nasdaq-2024-029/srnasdaq2024029- 

526675-1511382.pdf. 

8The Exchange states that each tier of Nasdaq 

listed securities includes a requirement that 

specified securities maintain a $1.00 minimum bid 

price. See Notice, supra note 3, at 56457, n.3 (citing 

to Rule 5550(a)(2) (Primary Equity Security listed 

on the Nasdaq Capital Market) and Rule 5450(a)(1) 

(Primary Equity Security listed on the Nasdaq 

Global or Global Select Markets). 

9Rule 5810(c)(3)(A) states: ‘‘A failure to meet the 

continued listing requirement for minimum bid 

price shall be determined to exist only if the 

deficiency continues for a period of 30 consecutive 

business days. Upon such failure, the Company 

shall be notified promptly and shall have a period 

of 180 calendar days from such notification to 

achieve compliance. Compliance can be achieved 

during any compliance period by meeting the 

applicable standard for a minimum of 10 

consecutive business days during the applicable 

compliance period, unless Staff exercises its 

discretion to extend this 10 day period as discussed 

in Rule 5810(c)(3)(H).’’ Rules 5810(c)(3)(A)(i) and 

(ii) also provide an additional 180 day compliance 

period for companies listed on Capital Markets, or 

Global Select or Global Market that transfer to 

Capital Markets, that are not in compliance with the 

bid price requirement prior to expiration of the first 

180 day compliance period if certain requirements 

are met. 

10The Exchange states that reverse stock splits 

have the effect of increasing a company’s stock 

price by consolidating the outstanding shares. See 

Notice, supra note 3, at 56457. 

11Rule 5005(a)(35) defines ‘‘Publicly Held 

Shares’’ as: ‘‘shares not held directly or indirectly 

by an officer, director or any person who is the 

beneficial owner of more than 10 percent of the 

total shares outstanding.’’ See also e.g., Rules 

5550(a)(3) and (4) (requiring 300 public holders and 

at least 500,000 Publicly Held Shares for Primary 

Equity Securities listed on the Nasdaq Capital 

Market) and Rules 5450(a)(2), 5450(b)(1)(B), 

5450(b)(2)(B) and 5450(b)(3)(B) (requiring 400 total 

holders and, depending on other characteristics of 

the company, either 750,000 or 1.1 million Publicly 

Held Shares for Primary Equity Securities listed on 

the Nasdaq Global Market). 

12See Notice, supra note 3, at 56457. 

13See id. 

14See id. at 56457, n.5. 

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–GEMX–2024–36 and should be 

submitted on or before November 1, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–23529 Filed 10–10–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101271; File No. SR– 

NASDAQ–2024–029] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Granting Approval of a Proposed Rule 

Change, as Modified by Amendment 

No. 2, To Modify the Application of Bid 

Price Compliance Periods 

October 7, 2024. 

I. Introduction 

On June 21, 2024, The Nasdaq Stock 

Market LLC (‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

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

of 1934 (‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to modify the application of the 

bid price compliance periods where a 

listed company takes an action to 

achieve compliance with the bid price 

requirement and that action causes noncompliance with another listing 

requirement. The proposed rule change 

was published for comment in the 

Federal Register on July 9, 2024.3 On 

August 21, 2024, pursuant to Section 

19(b)(2) of the Exchange Act,4 the 

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to disapprove the 

proposed rule change.5 On October 3, 

2024, the Exchange filed Amendment 

No. 2 6 to the proposed rule change.7

This order approves the proposed rule 

change, as modified by Amendment No. 

2. 

II. Description of the Proposed Rule 

Change, as Modified by Amendment 

No. 2 

The Exchange is proposing to amend 

Rule 5810(c)(3)(A) to modify the 

application of the bid price compliance 

periods where a listed company takes an 

action to achieve compliance with the 

$1.00 minimum bid price continued 

listing requirement 8 (the ‘‘Bid Price 

Requirement’’) and that action causes 

non-compliance with another listing 

requirement.9

The Exchange states that listed 

companies may effect a reverse stock 

split 10 to regain compliance with the 

Bid Price Requirement. According to the 

Exchange, the reduction in the number 

of shares caused by the reverse stock 

split results in a proportional reduction 

in the number of Publicly Held Shares 11

and depending on how fractional shares 

are treated, may also reduce the number 

of holders of the company’s securities.12

As a result, the Exchange states that a 

reverse stock split used to regain 

compliance with the Bid Price 

Requirement may result in the 

company’s non-compliance with other 

Exchange listing rules that require a 

certain number of holders and Publicly 

Held Shares.13 Upon a company’s 

failure to satisfy the applicable holder or 

number of Publicly Held Shares 

requirement, Rule 5810(c)(2)(A) 

generally allows the company a 45- 

calendar day period to provide a plan to 

regain compliance to Nasdaq staff and 

Rule 5810(c)(2)(B) generally provides 

that Nasdaq staff may grant an extension 

of up to 180 calendar days for the 

company to achieve compliance.14

Currently, a company that regains 

compliance with the Bid Price 

Requirement by taking a corporate 

action (e.g., a reverse stock split) that 

results in the company’s security falling 

below the numeric threshold for another 

Exchange listing requirement could be 


ddrumheller on DSK120RN23PROD with NOTICES1