Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 1797 

33See supra Item II. 

34See SR–FINRA–2021–031 at 71698 (noting the 

same with respect to the health and safety of FINRA 

employees in granting FINRA’s request to waive the 

30-day operative delay so that SR–FINRA–2021– 

031 would become operative immediately upon 

filing). 

35See supra note 4. 

36See supra note 5. As noted above, the Exchange 

states that if it requires temporary relief from the 

rule requirements identified in this proposal 

beyond March 31, 2022 it may submit a separate 

rule filing to extend the effectiveness of the 

temporary relief under these rules. 

37For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

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

39 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 92256 

(June 24, 2021), 86 FR 34815 (June 30, 2021). 

Comments received on the proposal are available on 

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

comments/sr-nasdaq-2021-045/srnasdaq2021045.

htm. 

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

6See Securities Exchange Act Release No. 92649 

(August 12, 2021), 86 FR 46295 (August 18, 2021). 

The Commission designated September 28, 2021, as 

the date by which it should approve, disapprove, 

or institute proceedings to determine whether to 

disapprove the proposed rule change. 

7 15 U.S.C. 78s(b)(2)(B). 

unnecessary impediments to its critical 

adjudicatory processes, and its ability to 

fulfill its statutory obligations to protect 

investors and maintain fair and orderly 

markets, that would otherwise result if 

the temporary amendments were to 

expire on December 31, 2021.33

Importantly, the Exchange has also 

stated that extending the relief provided 

in SR–NYSE–2020–76 immediately 

upon filing and without a 30-day 

operative delay will allow the Exchange 

to continue critical adjudicatory and 

review processes in a reasonable and 

fair manner and meet its critical 

investor protection goals, while also 

following best practices with respect to 

the health and safety of hearing 

participants.34 The Commission also 

notes that this proposal extends without 

change the temporary relief previously 

provided by SR–NYSE–2020–76.35 As 

proposed, the changes would be in 

place through March 31, 2022 and the 

amended rules will revert back to their 

original state at the conclusion of the 

temporary relief period and, if 

applicable, any extension thereof.36 For 

these reasons, the Commission believes 

that waiver of the 30-day operative 

delay for this proposal is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.37

At any time within 60 days of the 

filing of such 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) 38 of the Act 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– 

NYSE–2021–78 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–NYSE–2021–78. 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–NYSE–2021–78 and should 

be submitted on or before February 2, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00382 Filed 1–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93924; File No. SR– 

NASDAQ–2021–045] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change, as 

Modified by Amendment No. 2, To 

Modify Certain Pricing Limitations for 

Companies Listing in Connection With 

a Direct Listing Primary Offering 

January 6, 2022. 

On June 11, 2021, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

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

of 1934 (‘‘Act’’) 2 and Rule 19b–4 

thereunder,3 a proposed rule change to 

modify certain pricing limitations for 

companies listing in connection with a 

direct listing primary offering in which 

the company will sell shares itself in the 

opening auction on the first day of 

trading on the Exchange. The proposed 

rule change was published for comment 

in the Federal Register on June 30, 

2021.4 On August 12, 2021, pursuant to 

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

Commission designated a longer period 

within which to either approve or 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed 

rule change.6 On September 24, 2021, 

the Commission instituted proceedings 

under Section 19(b)(2)(B) of the Act 7 to 

determine whether to approve or 


lotter on DSK11XQN23PROD with NOTICES1
1798 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 

8See Securities Exchange Act Release No. 93119 

(September 24, 2021), 86 FR 54262 (September 30, 

2021). 

9See Securities Exchange Act Release No. 93830 

(December 20, 2021), 86 FR 73071 (December 23, 

2021). 

10On December 21, 2021, Nasdaq submitted 

Amendment No. 1, which was subsequently 

withdrawn. 

11Securities Exchange Act Release No. 92256 

(June 24, 2021), 86 FR 34815 (June 30, 2021) (the 

‘‘Initial Proposal’’). The Commission issued an 

Order Instituting Proceedings to Determine Whether 

To Approve or Disapprove the Initial Proposal. See 

Securities Exchange Act Release No. 93119 

(September 24, 2021), 86 FR 54262 (September 30, 

2021) (the ‘‘OIP’’). 

disapprove the proposed rule change.8

On December 20, 2021, the Commission 

extended the time period for approving 

or disapproving the proposal to 

February 25, 2022.9

On December 22, 2021, the Exchange 

filed Amendment No. 2 to the proposed 

rule change, which superseded the 

proposed rule change as originally filed. 

Amendment No. 2 to the proposed rule 

change is described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change, 

as modified by Amendment No. 2, from 

interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

certain pricing limitations for 

companies listing in connection with a 

Direct Listing primary offering in which 

the company will sell shares itself in the 

opening auction on the first day of 

trading on Nasdaq. This Amendment 

No. 2 supersedes the original filing in its 

entirety.10

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 

Summary of Amendment 

Nasdaq is filing this amendment to 

SR–NASDAQ–2021–045 11 in order to 

address the issues the Commission 

raised in the OIP and make other 

modifications to clarify the proposed 

rule language. 

As a preliminary matter, in this 

Amendment No. 2 (the ‘‘Amendment’’) 

Nasdaq proposes to clarify how the 

main provisions of Rules 4120(c)(8)(A) 

and (c)(9)(A) apply to a Direct Listing 

with a Capital Raise by restating the 

provisions of these rule in a clear and 

direct manner. This change will make 

the rules easier to understand and 

apply. 

Also in this Amendment, Nasdaq 

proposes to modify the Initial Proposal 

to require that a Company offering 

securities for sale in connection with a 

Direct Listing with a Capital Raise must 

register securities by specifying the 

quantity of shares registered, as 

permitted by Securities Act Rule 457(a). 

Nasdaq also proposes to clarify that the 

price range in the preliminary 

prospectus included in the effective 

registration statement must be a bona 

fide price range in accordance with Item 

501(b)(3) of Regulation S–K. 

Nasdaq also proposes to revise the 

certification process described in the 

Initial Proposal such that two 

certifications would be required in 

certain circumstances. In its initial 

certification to Nasdaq, which would be 

publicly disclosed and provided to 

Nasdaq prior to the beginning of the 

Display Only Period, the Company must 

confirm that its registration statement 

contains a sensitivity analysis 

explaining how the company’s plans 

would change if the actual proceeds 

from the offering exceed or are less than 

[sic] the amount assumed in the price 

range established by the issuer in its 

effective registration statement. 

Further, Nasdaq proposes to add to 

the operation of the Cross, in certain 

circumstances, a Post-Pricing Period. 

Specifically, if the actual price 

calculated by the Cross is not at or 

above the price that is 20% below the 

lowest price and at or below the price 

that is 20% above the highest price [sic] 

of the price range established by the 

issuer in its effective registration 

statement, Nasdaq will initiate a brief 

Post-Pricing Period following the 

calculation of the actual price. In 

instances where the Post-Pricing Period 

is triggered, the issuer must confirm to 

Nasdaq during the Post-Pricing Period 

that no additional disclosures are 

required under federal securities laws 

based on the actual price calculated by 

the Cross. During the Post-Pricing 

Period no additional orders for the 

security may be entered in the Cross and 

no existing orders in the Cross may be 

modified. The Post-Pricing Period will 

end and the security will be released for 

trading immediately after the issuer 

provides such confirmation to Nasdaq. 

If the Company cannot provide the 

required confirmation, Nasdaq will 

postpone and reschedule the offering. 

In the Amendment, Nasdaq proposes 

to prohibit market orders (other than by 

the company) from the opening of a 

Direct Listing with a Capital Raise. In 

addition, Nasdaq undertakes to 

disseminate, free of charge, the Current 

Reference Price, on a public website, 

such as Nasdaq.com, during the PreLaunch Period and to indicate whether 

the Current Reference Price is within 

the price range established by the issuer 

in its effective registration statement. 

Nasdaq also proposes to adopt a new 

Price Volatility Constraint and 

disseminate information about whether 

the Price Volatility Constraint has been 

satisfied, which will indicate whether 

the security may be ready to trade. The 

Price Volatility Constraint requires that 

the Current Reference Price has not 

deviated by 10% or more from any 

Current Reference Price within the 

previous 10 minutes. The Pre-Launch 

Period will continue until the Price 

Volatility Constraint has been satisfied. 

Nasdaq also proposes in this 

Amendment to impose specific 

requirements on Nasdaq members with 

respect to a Direct Listing with a Capital 

Raise. These rules will require members 

to provide to a customer, before that 

customer places an order to be executed 

in the Cross, a notice describing the 

mechanics of pricing a security subject 

to a Direct Listing with a Capital Raise 

in the Cross, including information 

regarding the dissemination of the 

Current Reference Price by Nasdaq on a 

public website such as Nasdaq.com. 

Nasdaq also proposes to provide that 

it will distribute, at least one business 

day prior to the commencement of 

trading of a security listing in 

connection with a Direct Listing with a 

Capital Raise, an information circular to 

its members that describes any special 


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Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 1799 

12A Direct Listing with a Capital Raise includes 

situations where either: (i) Only the company itself 

is selling shares in the opening auction on the first 

day of trading; or (ii) the company is selling shares 

and selling shareholders may also sell shares in 

such opening auction. 

13See Securities Exchange Act Release No. 91947 

(May 19, 2021), 86 FR 28169 (May 25, 2021) (the 

‘‘Approval Order’’). 

14References in this proposal to the price range 

established by the issuer in its effective registration 

statement are to the price range disclosed in the 

prospectus in such registration statement. 

Separately, as explained in more details below, 

Nasdaq proposes to prescribe that the 20% 

threshold will be calculated using the high end of 

the price range in the prospectus at the time of 

effectiveness and may be measured from either the 

high end (in the case of an increase in the price) 

or low end (in the case of a decrease in the price) 

of that range [sic]. 

15See Rule 4120(c)(9)(B). 16See Approval Order, 86 FR at 28177. 

characteristics of the offering, and 

Nasdaq’s rules that apply to the initial 

pricing through the mechanism outlined 

in Nasdaq Rule 4120(c)(9)(B) and 

Nasdaq Rule 4753 for the opening 

auction, including information about 

the notice they must provide customers 

and other Nasdaq rules that: 

• Require members to use reasonable 

diligence in regard to the opening and 

maintenance of every account, to know 

(and retain) the essential facts 

concerning every customer and 

concerning the authority of each person 

acting on behalf of such customer; and 

• require members in recommending 

transactions for a security subject to a 

Direct Listing with a Capital Raise to 

have a reasonable basis to believe that: 

(i) The recommendation is suitable for 

a customer given reasonable inquiry 

concerning the customer’s investment 

objectives, financial situation, needs, 

and any other information known by 

such members, and (ii) the customer can 

evaluate the special characteristics, and 

is able to bear the financial risks, of an 

investment in such security. 

Nasdaq also proposes to make minor 

technical changes to improve the clarity 

of this proposal. Nasdaq believes that 

this amendment addresses the issues 

raised by the Commission in the OIP. 

This amendment supersedes and 

replaces the Initial Proposal in its 

entirety. 

Description of Proposed Rule, as 

Amended 

Nasdaq recently adopted Listing Rule 

IM–5315–2 to permit a company to list 

in connection with a primary offering in 

which the company will sell shares 

itself in the opening auction on the first 

day of trading on the Exchange (a 

‘‘Direct Listing with a Capital Raise’’); 12

created a new order type (the ‘‘CDL 

Order’’), which is used during the 

Nasdaq Halt Cross (the ‘‘Cross’’) for the 

shares offered by the company in a 

Direct Listing with a Capital Raise; and 

established requirements for 

disseminating information, establishing 

the opening price and initiating trading 

through the Cross in a Direct Listing 

with a Capital Raise.13 For a Direct 

Listing with a Capital Raise, Nasdaq 

rules currently require that the actual 

price calculated by the Cross be at or 

above the lowest price and at or below 

the highest price of the price range 

established by the issuer in its effective 

registration statement (the ‘‘Pricing 

Range Limitation’’). 

Nasdaq now proposes to modify the 

Pricing Range Limitation such that a 

Direct Listing with a Capital Raise can 

be executed in the Cross at a price that 

is at or above the price that is 20% 

below the lowest price and at or below 

the price that is 20% above the highest 

price of the price range established by 

the issuer in its effective registration 

statement.14 In addition, Nasdaq 

proposes to modify the Pricing Range 

Limitation such that a Direct Listing 

with a Capital Raise can be executed in 

the Cross at a price above the price that 

is 20% above the highest price of such 

price range, provided that the 

company’s registration statement 

contains a sensitivity analysis 

explaining how the company’s plans 

would change if the actual proceeds 

from the offering exceed the amount 

assumed in such price range and the 

company has publicly disclosed and 

certified to Nasdaq that the company 

does not expect that such price would 

materially change the company’s 

previous disclosure in its effective 

registration statement. Nasdaq also 

proposes to make related conforming 

changes. 

Listing Rule IM–5315–2 requires that 

securities listing in connection with a 

Direct Listing with a Capital Raise must 

begin trading on Nasdaq following the 

initial pricing through the Cross, which 

is described in Rules 4120(c)(9) and 

4753. Rule 4120(c)(9) requires that in 

the case of a Direct Listing with a 

Capital Raise, for purposes of releasing 

securities for trading on the first day of 

listing, Nasdaq, in consultation with the 

financial advisor to the issuer, will 

make the determination of whether the 

security is ready to trade. 

Currently, in the case of the Direct 

Listing with a Capital Raise, a security 

is not released for trading by Nasdaq 

unless the actual price calculated by the 

Cross is at or above the lowest price and 

at or below the highest price of the price 

range established by the issuer in its 

effective registration statement.15

Specifically, under Rule 4120(c)(9)(B) 

Nasdaq shall release the security for 

trading only if: (i) All market orders will 

be executed in the Cross; and (ii) the 

actual price calculated by the Cross 

complies with the Pricing Range 

Limitation. If there is insufficient buy 

interest to satisfy the CDL Order and all 

other market orders, as required by the 

current rule, or if the actual price 

calculated by the Cross is outside the 

price range established by the issuer in 

its effective registration statement, the 

Cross would not proceed and such 

security would not begin trading. 

Nasdaq shall postpone and reschedule 

the offering only if either or both such 

conditions are not met. In such event, 

because the Cross cannot be conducted, 

the Exchange would postpone and 

reschedule the offering and notify 

market participants via a Trader Update 

that the Direct Listing with a Capital 

Raise scheduled for that date has been 

cancelled and any orders for that 

security that have been entered on the 

Exchange would be cancelled back to 

the entering firms. 

Proposed Change to Rule 4120(c)(9) 

While many companies are interested 

in alternatives to the traditional IPOs, 

based on conversations with companies 

and their advisors Nasdaq believes that 

there may be a reluctance to use the 

existing Direct Listing with a Capital 

Raise rules because of concerns about 

the Pricing Range Limitation. 

One potential benefit of a Direct 

Listing with a Capital Raise as an 

alternative to a traditional IPO is that it 

could maximize the chances of more 

efficient price discovery of the initial 

public sale of securities for issuers and 

investors. Unlike an IPO where the 

offering price is informed by 

underwriter engagement with potential 

investors to gauge interest in the 

offering, but ultimately decided through 

negotiations between the issuer and the 

underwriters for the offering, in a Direct 

Listing with a Capital Raise the initial 

sale price is determined based on 

market interest and the matching of buy 

and sell orders in an auction open to all 

market participants. In that regard, in 

the Approval Order the Commission 

stated that: 

The opening auction in a Direct Listing 

with a Capital Raise provides for a different 

price discovery method for IPOs which may 

reduce the spread between the IPO price and 

subsequent market trades, a potential benefit 

to existing and potential investors. In this 

way, the proposed rule change may result in 

additional investment opportunities while 

providing companies more options for 

becoming publicly traded.16


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1800 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 

17See Approval Order, footnote 91. 

18The price range in the preliminary prospectus 

included in the effective registration statement is 

[sic] a bona fide price range in accordance with 

Item 501(b)(3) of Regulation S–K. 

19Sensitivity analysis disclosure may include but 

is not limited to: Use of proceeds; balance sheet and 

capitalization; and the company’s liquidity position 

after the offering. An example of this disclosure 

could be: We will apply the net proceeds from this 

offering first to repay all borrowings under our 

credit facility and then, to the extent of any 

proceeds remaining, to general corporate purposes. 

20Securities Act Rule 457 permits issuers to 

register securities either by specifying the quantity 

of shares registered, pursuant to Rule 457(a), or the 

proposed maximum aggregate offering amount. 

Nasdaq proposes to require that companies selling 

shares through a Direct Listing with a Capital Raise 

will register securities by specifying the quantity of 

shares registered and not a maximum offering 

amount. See also Compliance & Disclosure 

Interpretation of Securities Act Rules #227.03 at 

https://www.sec.gov/divisions/corpfin/guidance/ 

securitiesactrules-interps.htm. 

A successful initial public offering of 

shares requires sufficient investor 

interest. If an offering cannot be 

completed due to lack of investor 

interest, there is likely to be a 

substantial amount of negative publicity 

for the company and the offering may be 

delayed or cancelled. The Pricing Range 

Limitation imposed on a Direct Listing 

with a Capital Raise (but not on a 

traditional IPO) increases the 

probability of such a failed offering 

because the offering cannot proceed 

without some delay not only for the lack 

of investor interest, but also if investor 

interest is greater than the company and 

its advisors anticipated. In the Approval 

Order, the Commission noted a frequent 

academic observation of traditional firm 

commitment underwritten offerings that 

the IPO price, established through 

negotiation between the underwriters 

and the issuer, is often lower than the 

price that the issuer could have 

obtained for the securities, based on a 

comparison of the IPO price to the 

closing price on the first day of 

trading.17 Nasdaq believes that the price 

range in a company’s effective 

registration statement for a Direct 

Listing with a Capital Raise would 

similarly be determined by the company 

and its advisors and, therefore, there 

may be instances of offerings where the 

price determined by the Nasdaq opening 

auction will exceed the highest price of 

the price range in the company’s 

effective registration statement. 

As explained above, under the 

existing rule a security subject to a 

Direct Listing with a Capital Raise 

cannot be released for trading by Nasdaq 

if the actual price calculated by the 

Cross is above the highest price of the 

price range established by the issuer in 

its effective registration statement. In 

this case, Nasdaq would have to cancel 

or postpone the offering until the 

company amends its effective 

registration statement. At a minimum, 

such a delay exposes the company to 

market risk of changing investor 

sentiment in the event of an adverse 

market event. In addition, as explained 

above, the determination of the public 

offering price of a traditional IPO is not 

subject to limitations similar to the 

Pricing Range Limitation for a Direct 

Listing with a Capital Raise, which, in 

Nasdaq’s view, could make companies 

reluctant to use this alternative method 

of going public despite its expected 

potential benefits. 

Accordingly, Nasdaq proposes to 

modify the Pricing Range Limitation 

such that in the case of the Direct 

Listing with a Capital Raise, a security 

shall not be released for trading by 

Nasdaq unless the actual price at which 

the Cross would occur is at or above the 

price that is 20% below the lowest price 

of the price range established by the 

issuer in its effective registration 

statement and at or below the price that 

is 20% above the highest price of the 

price range. In other words, Nasdaq 

would release the security for trading, 

provided all other necessary conditions 

are satisfied, even if the actual price 

calculated by the Cross is outside the 

price range established by the issuer in 

its effective registration statement; 

provided however that the actual price 

cannot be more than 20% below the 

lowest price or more than 20% above 

the highest price of such range; and the 

company specified the quantity of 

shares registered, as permitted by 

Securities Act Rule 457, as explained 

below. In addition, there would be no 

limitation on releasing the security for 

trading at a price above the price that is 

20% above the highest price of the price 

range established by the issuer in its 

effective registration statement if the 

company publicly disclosed and has 

certified to Nasdaq prior to beginning of 

the Display Only Period that the 

company does not expect that such 

offering price would materially change 

the company’s previous disclosure in its 

effective registration statement and the 

company’s registration statement 

contains a sensitivity analysis 

explaining how the company’s plans 

would change if the actual proceeds 

from the offering exceed the amount 

assumed in the price range established 

by the issuer in its effective registration 

statement.18 The goal of the requirement 

is to have disclosure that allows 

investors to see how changes in share 

price ripple through critical elements of 

the disclosure.19

Nasdaq believes that this approach is 

consistent with SEC Rule 430A and 

question 227.03 of the SEC Staff’s 

Compliance and Disclosure 

Interpretations, which generally allow a 

company to price a public offering 20% 

outside of the disclosed price range 

without regard to the materiality of the 

changes to the disclosure contained in 

the company’s registration statement.20

Nasdaq believes such guidance also 

allows deviation above the price range 

beyond the 20% threshold if such 

change or deviation does not materially 

change the previous disclosure. 

Accordingly, Nasdaq believes that a 

company listing in connection with a 

Direct Listing with a Capital Raise can 

specify the quantity of shares registered, 

as permitted by Securities Act Rule 457, 

and, when an auction prices outside of 

the disclosed price range, use a Rule 

424(b) prospectus, rather than a posteffective amendment, when either (i) the 

20% threshold noted in Rule 430A is 

not exceeded, regardless of the 

materiality or non-materiality of 

resulting changes to the registration 

statement disclosure that would be 

contained in the Rule 424(b) prospectus, 

or (ii) when there is a deviation above 

the price range beyond the 20% 

threshold noted in Rule 430A if such 

deviation would not materially change 

the previous disclosure, in each case 

assuming the number of shares issued is 

not increased from the number of shares 

disclosed in the prospectus. For 

purposes of this rule, the 20% threshold 

will be calculated based on the 

maximum offering price set forth in the 

registration fee table, consistent with the 

Instruction to paragraph (a) of Securities 

Act Rule 430 [sic]. 

Finally, given that, as proposed, there 

may be a Direct Listing with a Capital 

Raise that could price outside the price 

range of the company’s effective 

registration statement and that there 

may be no upside limit above which the 

Cross could not proceed, Nasdaq 

proposes to enhance price discovery 

transparency by providing readily 

available, real time pricing information 

to investors. To that end Nasdaq will 

disseminate, free of charge, the Current 

Reference Price on a public website, 

such as Nasdaq.com, during the PreLaunch Period (as described in the 

Proposal) and indicate whether the 

Current Reference Price is within the 

price range established by the issuer in 

its effective registration statement. 

Nasdaq also proposes to adopt a new 

Price Volatility Constraint and 

disseminate information about whether 

the Price Volatility Constraint has been 


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Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 1801 

21The Information circular is an industry wide 

free service provided by Nasdaq. 22See Listing Rules 5005(a)(23) and 5005(a)(45). 

satisfied, which will indicate whether 

the security may be ready to trade. The 

Price Volatility Constraint requires that 

the Current Reference Price has not 

deviated by 10% or more from any 

Current Reference Price within the 

previous 10 minutes. The Pre-Launch 

Period will continue until the Price 

Volatility Constraint has been satisfied. 

This change will provide investors with 

notice that the Cross nears execution. 

Nasdaq also proposes to prohibit 

market orders (other than by the 

Company through its CDL Order) from 

the opening of a Direct Listing with a 

Capital Raise. This will assure that 

investors only purchase shares at a price 

at or better than the price they 

affirmatively set, after having the 

opportunity to review the Company’s 

effective registration statement 

including the sensitivity analysis 

describing how the Company will use 

any additional proceeds raised. 

In addition, to protect investors and 

assure that they are informed about the 

attributes of a Direct Listing with a 

Capital Raise, Nasdaq proposes to 

impose specific requirements on Nasdaq 

members with respect to a Direct Listing 

with a Capital Raise. These rules will 

require members to provide to a 

customer, before that customer places 

an order to be executed in the Cross, a 

notice describing the mechanics of 

pricing a security subject to a Direct 

Listing with a Capital Raise in the Cross, 

including information regarding the 

location of the public website where 

Nasdaq will disseminate the Current 

Reference Price. 

To assure that members have the 

necessary information to be provided to 

their customers, Nasdaq proposes to 

distribute, at least one business day 

prior to the commencement of trading of 

a security listing in connection with a 

Direct Listing with a Capital Raise, an 

information circular to its members that 

describes any special characteristics of 

the offering, and Nasdaq’s rules that 

apply to the initial pricing through the 

mechanism outlined in Nasdaq Rule 

4120(c)(9)(B) and Nasdaq Rule 4753 for 

the opening auction, including 

information about the notice they must 

provide customers and other Nasdaq 

rules that: 

• Require members to use reasonable 

diligence in regard to the opening and 

maintenance of every account, to know 

(and retain) the essential facts 

concerning every customer and 

concerning the authority of each person 

acting on behalf of such customer; and 

• require members in recommending 

transactions for a security subject to a 

Direct Listing with a Capital Raise to 

have a reasonable basis to believe that: 

(i) The recommendation is suitable for 

a customer given reasonable inquiry 

concerning the customer’s investment 

objectives, financial situation, needs, 

and any other information known by 

such members, and (ii) the customer can 

evaluate the special characteristics, and 

is able to bear the financial risks, of an 

investment in such security. 

These member requirements are 

intended to remind members of their 

obligations to ‘‘know their customers,’’ 

increase transparency of the pricing 

mechanisms of a Direct Listing with a 

Capital Raise, and help assure that 

investors have sufficient price discovery 

information. 

In each instance of a Direct Listing 

with a Capital Raise, Nasdaq’s 

information circular 21 will inform the 

market participants that the auction 

could price up to 20% below the lowest 

price of the price range in the 

company’s effective registration 

statement and specify what that price is. 

Nasdaq will also indicate in such 

circular whether or not there is an 

upside limit above which the Cross 

could not proceed, based on the 

company’s certification, as described 

above. Nasdaq will also remind the 

market participants that Nasdaq 

prohibits market orders (other than by 

the Company) from the opening of a 

Direct Listing with a Capital Raise. 

To assure that the issuer has the 

ability, prior to the completion of the 

offering, to provide any necessary 

additional disclosures that are 

dependent on the price of the offering, 

Nasdaq proposes to introduce to the 

operation of the Cross a brief PostPricing Period, in circumstances where 

the actual price calculated by the Cross 

is above the price that is 20% above the 

highest price of the price range 

established by the issuer in its effective 

registration statement. Specifically, in 

such circumstances, Nasdaq will initiate 

a Post-Pricing Period following the 

calculation of the actual price. During 

the Post-Pricing Period the issuer must 

confirm to Nasdaq that no additional 

disclosures are required under federal 

securities laws based on the actual price 

calculated by the Cross. During the PostPricing Period no additional orders for 

the security may be entered in the Cross 

and no existing orders in the Cross may 

be modified. The security shall be 

released for trading immediately 

following the Post-Pricing Period. If the 

Company cannot provide the required 

confirmation, then Nasdaq will 

postpone and reschedule the offering. 

Proposed Conforming Changes to 

Listing Rule IM–5315–2 

Listing Rule IM–5315–2 allows a 

company that has not previously had its 

common equity securities registered 

under the Act to list its common equity 

securities on the Nasdaq Global Select 

Market at the time of effectiveness of a 

registration statement pursuant to which 

the company itself will sell shares in the 

opening auction on the first day of 

trading on the Exchange. 

Listing Rule IM–5315–2 provides that 

in determining whether a company 

listing in connection with a Direct 

Listing with a Capital Raise satisfies the 

Market Value of Unrestricted Publicly 

Held Shares 22 for initial listing on the 

Nasdaq Global Select Market, the 

Exchange will deem such company to 

have met the applicable requirement if 

the amount of the company’s 

Unrestricted Publicly Held Shares 

before the offering along with the 

market value of the shares to be sold by 

the company in the Exchange’s opening 

auction in the Direct Listing with a 

Capital Raise is at least $110 million (or 

$100 million, if the company has 

stockholders’ equity of at least $110 

million). 

Listing Rule IM–5315–2 further 

provides that, for this purpose, the 

Market Value of Unrestricted Publicly 

Held Shares will be calculated using a 

price per share equal to the lowest price 

of the price range disclosed by the 

issuer in its effective registration 

statement. 

Because Nasdaq proposes to allow the 

opening auction to price up to 20% 

below the lowest price of the price range 

established by the issuer in its effective 

registration statement, Nasdaq proposes 

to make a conforming change to Listing 

Rule IM–5315–2 to provide that the 

price used to determine such company’s 

compliance with the Market Value of 

Unrestricted Publicly Held Shares is the 

price per share equal to the price that is 

20% below the lowest price of the price 

range disclosed by the issuer in its 

effective registration statement as this is 

the minimum price at which the 

company could qualify to be listed. 

Nasdaq will determine that the 

company has met the applicable bid 

price and market capitalization 

requirements based on the same per 

share price. 

Any company listing in connection 

with a Direct Listing with a Capital 

Raise would continue to be subject to, 

and required to meet, all other 

applicable initial listing requirements, 

including the requirements to have the 


lotter on DSK11XQN23PROD with NOTICES1
1802 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 

23See Listing Rules 5315(f)(1), (e)(1) and (2), 

respectively. Rule 5315(f)(1) requires a security to 

have: (A) At least 550 total holders and an average 

monthly trading volume over the prior 12 months 

of at least 1,100,000 shares per month; or (B) at least 

2,200 total holders; or (C) a minimum of 450 round 

lot holders and at least 50% of such round lot 

holders must each hold unrestricted securities with 

a market value of at least $2,500. 

24To illustrate: The bottom of the range is $10. 

More than one price exists within the range under 

the previous set of tie-breakers such that both 

$10.15 and $10.25, satisfy all other requirements. 

The operation of the fourth tie-breaker will result 

in the auction price of $10.15 because it is the price 

that is closest to $10. 

25Note that using the price that is 20% below the 

lowest price of the price range disclosed by the 

issuer in its effective registration statement as a tiebreaker (rather than the price representing the 

bottom of the range) does not change the outcome 

in the example in footnote 24 above because $10.15 

is the price that is closest to either. 

26This function is provided by the underwriter in 

an IPO and by a Financial Advisor in a Direct 

Listing. The Commission previously approved 

Nasdaq performing this function. See Approval 

Order. 

27 15 U.S.C. 78f(b). 

28 15 U.S.C. 78f(b)(5). 

29 In a recent speech, SEC Chair Gary Gensler 

emphasized that an overarching principle of 

regulation is that like activities ought to be treated 

alike. See https://www.sec.gov/news/speech/ 

gensler-healthy-markets-association-conference120921. 

applicable number of shareholders and 

at least 1,250,000 Unrestricted Publicly 

Held Shares outstanding at the time of 

initial listing, and the requirement to 

have a price per share of at least $4.00 

at the time of initial listing.23

Proposed Conforming Changes to Rules 

4753(a)(3)(A) and 4753(b)(2) 

Nasdaq proposes to amend Rules 

4753(a)(3)(A) and 4753(b)(2) to conform 

the requirements for disseminating 

information and establishing the 

opening price through the Cross in a 

Direct Listing with a Capital Raise to the 

proposed amendment to allow the 

opening auction to price as much as 

20% below the lowest price of the price 

range established by the issuer in its 

effective registration statement. 

Specifically, Nasdaq proposes 

changes to Rules 4753(a)(3)(A) and 

4753(b)(2) to make adjustments to the 

calculation of the Current Reference 

Price, which is disseminated in the 

Nasdaq Order Imbalance Indicator, in 

the case of a Direct Listing with a 

Capital Raise and for how the price at 

which the Cross will execute. These 

rules currently provide that where there 

are multiple prices that would satisfy 

the conditions for determining a price, 

the fourth tie-breaker for a Direct Listing 

with a Capital Raise is the price that is 

closest to the lowest price of the price 

range disclosed by the issuer in its 

effective registration statement.24

To conform these rules to the 

modification of the Pricing Range 

Limitation change, as described above, 

Nasdaq proposes to modify the fourth 

tie-breaker for a Direct Listing with a 

Capital Raise, to use the price closest to 

the price that is 20% below the lowest 

price of the price range disclosed by the 

issuer in its effective registration 

statement.25

Lastly, Nasdaq proposes to clarify 

several provisions of the existing rules 

without changing them. Specifically, 

Nasdaq proposes to clarify the 

mechanics of the Cross by specifying 

that Nasdaq will initiate a 10-minute 

Display Only Period only after the CDL 

Order had been entered. This 

clarification simply states what is 

already implied by the rule because the 

Cross and the offering may not proceed 

without the company’s order to sell the 

securities in a Direct Listing with a 

Capital Raise. Similarly, Nasdaq 

proposes to clarify without changing the 

existing rule that Nasdaq shall select 

price bands for purposes of applying the 

price validation test in the Cross in 

connection with a Direct Listing with a 

Capital Raise. Under the price 

validation test, the System compares the 

Expected Price with the actual price 

calculated by the Cross to ascertain that 

the difference, if any, is within the price 

bands. Nasdaq shall select an upper 

price band and a lower price band. The 

default for an upper and a lower price 

band is set at zero. If a security does not 

pass the price validation test, Nasdaq 

may, but is not required to, select 

different price bands before 

recommencing the process to release the 

security for trading.26 Nasdaq also 

proposes to clarify that the ‘‘actual 

price,’’ as the term is used in the rule, 

is the Current Reference Price at the 

time the system applies the price bands 

test. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,27 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,28

in particular, in that it is designed to 

promote just and equitable principles of 

trade, 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. 

Nasdaq believes that the proposed 

amendment to modify the Pricing Range 

Limitation is consistent with the 

protection of investors because this 

approach is similar to the pricing of an 

IPO where an issuer is permitted to 

price outside of the price range 

disclosed by the issuer in its effective 

registration statement in accordance 

with the SEC’s Staff guidance, as 

described above.29 Specifically, Nasdaq 

believes that a company listing in 

connection with a Direct Listing with a 

Capital Raise can specify the quantity of 

shares registered, as permitted by 

Securities Act Rule 457, and, when an 

auction prices outside of the disclosed 

price range, use a Rule 424(b) 

prospectus, rather than a post-effective 

amendment, when either (i) the 20% 

threshold noted in Rule 430A is not 

exceeded, regardless of the materiality 

or non-materiality of resulting changes 

to the registration statement disclosure 

that would be contained in the Rule 

424(b) prospectus, or (ii) when there is 

a deviation above the price range 

beyond the 20% threshold noted in Rule 

430A if such deviation would not 

materially change the previous 

disclosure, in each case assuming the 

number of shares issued is not increased 

from the number of shares disclosed in 

the prospectus. As a result, Nasdaq will 

allow the Cross to take place as low as 

20% below the lowest price of the price 

range disclosed by the issuer in its 

effective registration statement, but no 

lower, and so this is the minimum price 

at which the company could be listed. 

In addition, to better inform investors 

and market participants, Nasdaq will 

issue an industry wide circular to 

inform the participants that the auction 

could price up to 20% below the lowest 

price of the price range in the 

company’s effective registration 

statement and specify what that price is. 

Nasdaq will also indicate in such 

circular whether or not there is an 

upside limit above which the Cross 

could not proceed, based on the 

company’s certification, as described 

above. Nasdaq will also remind the 

market participants that Nasdaq 

prohibits market orders (other than by 

the Company) from the opening of a 

Direct Listing with a Capital Raise. 

To assure that the issuer has the 

ability, prior to the completion of the 

offering, to provide any necessary 

additional disclosures that are 

dependent on the price of the offering, 

Nasdaq proposes to introduce to the 

operation of the Cross a brief PostPricing Period, in circumstances where 

the actual price calculated by the Cross 

is above the price that is 20% above the 

highest price of the price range 

established by the issuer in its effective 

registration statement. Specifically, in 

such circumstances, Nasdaq will initiate 

a Post-Pricing Period following the 

calculation of the actual price. During 

the Post-Pricing Period the issuer must 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 1803 

30https://www.sec.gov/divisions/corpfin/ 

guidance/securitiesactrules-interps.htm. 

31See https://www.sec.gov/news/speech/genslerhealthy-markets-association-conference-120921. 

confirm to Nasdaq that no additional 

disclosures are required under federal 

securities laws based on the actual price 

calculated by the Cross. During the PostPricing Period no additional orders for 

the security may be entered in the Cross 

and no existing orders in the Cross may 

be modified. The security shall be 

released for trading immediately 

following the Post-Pricing Period. If the 

Company cannot provide the required 

confirmation, then Nasdaq will 

postpone and reschedule the offering. 

Nasdaq believes that this modification is 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

because it will help assure that a 

company listing in connection with a 

Direct Listing with a Capital Raise 

complies with the disclosure 

requirements under federal securities 

laws. 

Nasdaq believes that the proposal to 

allow a Direct Listing with a Capital 

Raise to price above any price above the 

price range of the company’s effective 

registration statement is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market investors because this 

approach is similar to that of pricing a 

traditional IPO. In addition, to protect 

investors Nasdaq proposes to enhance 

price discovery transparency by 

providing readily available, real time 

pricing information to investors. To that 

end Nasdaq will disseminate, free of 

charge, the Current Reference Price on 

a public website (such as Nasdaq.com) 

during the Pre-Launch Period and 

indicate whether the Current Reference 

Price is within the price range 

established by the issuer in its effective 

registration statement. Nasdaq also 

proposes to adopt a new Price Volatility 

Constraint and disseminate information 

about whether the Price Volatility 

Constraint has been satisfied, which 

will indicate whether the security may 

be ready to trade. The Price Volatility 

Constraint requires that the Current 

Reference Price has not deviated by 

10% or more from any Current 

Reference Price within the previous 10 

minutes. The Pre-Launch Period will 

continue until the Price Volatility 

Constraint has been satisfied. This 

change will provide investors with 

notice that the Cross nears execution. 

Nasdaq believes that the provision 

prohibiting market orders (other than by 

the Company) from the opening of a 

Direct Listing with a Capital Raise is 

designed to protect investors because 

this provision will assure that investors 

only purchase shares at a price that is 

at, or better than, the price they 

affirmatively set, after having the 

opportunity to review the Company’s 

effective registration statement 

including the sensitivity analysis 

describing how the Company will use 

any additional proceeds raised. 

In addition, to protect investors and 

assure that they are informed about the 

attributes of a Direct Listing with a 

Capital Raise, Nasdaq proposes to 

impose specific requirements on Nasdaq 

members with respect to a Direct Listing 

with a Capital Raise. These rules will 

require members to provide to a 

customer, before that customer places 

an order to be executed in the Cross, a 

notice describing the mechanics of 

pricing a security subject to a Direct 

Listing with a Capital Raise in the Cross, 

including information regarding the 

dissemination of the Current Reference 

Price on a public website such as 

Nasdaq.com. 

To assure that members have the 

necessary information to be provided to 

their customers, Nasdaq proposes to 

distribute, at least one business day 

prior to the commencement of trading of 

a security listing in connection with a 

Direct Listing with a Capital Raise, an 

information circular to its members that 

describes any special characteristics of 

the offering, and Nasdaq’s rules that 

apply to the initial pricing through the 

mechanism outlined in Nasdaq Rule 

4120(c)(9)(B) and Nasdaq Rule 4753 for 

the opening auction, including 

information about the notice they must 

provide customers and other Nasdaq 

rules that: 

• Require members to use reasonable 

diligence in regard to the opening and 

maintenance of every account, to know 

(and retain) the essential facts 

concerning every customer and 

concerning the authority of each person 

acting on behalf of such customer; and 

• require members in recommending 

transactions for a security subject to a 

Direct Listing with a Capital Raise to 

have a reasonable basis to believe that: 

(i) The recommendation is suitable for 

a customer given reasonable inquiry 

concerning the customer’s investment 

objectives, financial situation, needs, 

and any other information known by 

such members, and (ii) the customer can 

evaluate the special characteristics, and 

is able to bear the financial risks, of an 

investment in such security. 

These member requirements are 

consistent with the protection of 

investors because they are designed to 

remind members of its obligations to 

‘‘know their customers,’’ increase 

transparency of the pricing mechanisms 

of a Direct Listing with a Capital Raise, 

and help assure that investors have 

sufficient price discovery information. 

Nasdaq believes that the Commission 

Staff has already concluded that pricing 

up to 20% below the lowest price and 

at a price above the highest price of the 

price range in the company’s effective 

registration statement is appropriate for 

a company conducting an initial public 

offering notwithstanding it being 

outside of the range stated in an 

effective registration statement, and 

investors have become familiar with this 

approach at least since the Commission 

Staff last revised Compliance and 

Disclosure Interpretation 227.03 in 

January 2009.30 Allowing Direct Listings 

with a Capital Raise to similarly price 

up to 20% below the lowest price and 

at a price above the highest price of the 

price range in the company’s effective 

registration statement would be 

consistent with Chair Gensler’s recent 

call to treat ‘‘like cases alike.’’ 31

Nasdaq believes that the proposed 

amendments to Listing Rule IM–5315–2 

and Rules 4753(a)(3)(A) and 4753(b)(2) 

to conform these rules to the 

modification of the Pricing Range 

Limitation is consistent with the 

protection of investors. These 

amendments would simply substitute 

Nasdaq’s reliance on the price equal to 

the lowest price of the price range 

disclosed by the issuer in its effective 

registration statement to the price that is 

20% below such lowest price. In the 

case of Listing Rule IM–5315–2, a 

company listing in connection with a 

Direct Listing with a Capital Raise 

would still need to meet all applicable 

initial listing requirements based on the 

price that is 20% below the lowest price 

of the price range disclosed by the 

issuer in its effective registration 

statement. In the case of the Rules 

4753(a)(3)(A) and 4753(b)(2) such price, 

which is the minimum price at which 

the Cross will occur, will serve as the 

fourth tie-breaker where there are 

multiple prices that would satisfy the 

conditions for determining the auction 

price, as described above. Nasdaq 

believes that this proposal to resolve a 

potential tie among the prices that 

satisfy all other requirements in the 

Cross, by choosing the price that is 

closest to the price that is 20% below 

the range, is consistent with Section 

6(b)(5) of the Act because it is designed 

to protect investors by providing them 

with the most advantageous offering 

price among possible alternative prices. 


lotter on DSK11XQN23PROD with NOTICES1
1804 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 

32 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Nasdaq also believes that the 

proposal, by eliminating an impediment 

to companies using a Direct Listing with 

a Capital Raise, will help removing 

potential impediments to free and open 

markets consistent with Section 6(b)(5) 

of the Exchange Act while also 

supporting capital formation. 

Finally, Nasdaq believes that the 

proposal to clarify several provisions of 

the existing rules without changing 

them is designed to remove 

impediments to and perfect the 

mechanism of a free and open market 

because such changes make the rules 

easier to understand and apply without 

changing their substance. 

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 

proposed amendments would not 

impose any burden on competition, but 

would rather increase competition. 

Nasdaq believes that allowing listing 

venues to improve their rules enhances 

competition among exchanges. Nasdaq 

also believes that this proposed change 

will give issuers interested in this 

pathway to access the capital markets 

additional flexibility in becoming a 

public company, and in that way 

promote competition among service 

providers, such as underwriters and 

other advisors, to such companies. 

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. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Amendment No. 

2, 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– 

NASDAQ–2021–045 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–NASDAQ–2021–045. 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 such 

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–NASDAQ–2021–045, and 

should be submitted on or before 

February 2, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00383 Filed 1–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93919; File No. SR– 

NYSENAT–2021–25] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Extending the Expiration 

Date of the Temporary Amendments to 

Rules 10.9261 and 10.9830 

January 6, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

27, 2021, NYSE National, Inc. (‘‘NYSE 

National’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. 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 extending the 

expiration date of the temporary 

amendments to Rules 10.9261 and 

10.9830 as set forth in SR–NYSENAT– 

2020–31 from December 31, 2021, to 

March 31, 2022, in conformity with 

recent changes by the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’). 

The proposed rule change would not 

make any changes to the text of NYSE 

National Rules 10.9261 and 10.9830. 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.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 

self-regulatory organization 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 those 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 parts of such 

statements. 


lotter on DSK11XQN23PROD with NOTICES1