504 Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Previously Cboe Options Rule 13.15(g)(14). The 

paragraphs in Cboe Options Rule 13.15(g) were 

recently renumbered. See Securities Exchange 

Release No. 92702 (August 18, 2021), 86 FR 47346 

(August 24, 2021) (SR–CBOE–2021–045). As a 

result, the proposed rule change updates Rules 

13.15(g)(6), (g)(14), and (g)(19) to Rules (g)(4), (g)(9), 

and (g)(14), respectively, as well as references 

where applicable, to be consistent with the recently 

renumbered paragraphs in Cboe Options Rule 

13.15(g). 

4See id. 

5See id. 

6The Exchange notes that Rule 13.15(a) 

authorizes the Exchange to impose a fine, not to 

exceed $5,000, for minor rule violations in lieu of 

commencing a disciplinary proceeding. 

Additionally, any fine imposed pursuant to Rule 

13.15 that (1) does not exceed $2,500 and (2) is not 

contested, shall be reported by the Exchange to the 

Commission on a periodic, rather than a current, 

basis, except as may otherwise be required by 

Exchange Act Rule 19d–1 and by any other 

regulatory authority. 

7See Rule 13.15(f). 

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–NASDAQ–2021–101 and 

should be submitted on or before 

January 26, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2021–28519 Filed 1–4–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93887; File No. SR–C2– 

2021–019] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Order Granting Accelerated Approval 

of a Proposed Rule Change Relating to 

Certain Fine Amounts in Rule 13.15, 

Which Governs the Exchange’s Minor 

Rule Violation Plan, and NonSubstantive Clarifying Changes 

December 30, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

16, 2021, Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) 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 Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons and approving 

the proposal on an accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Rule 13.15, which governs the 

Exchange’s Minor Rule Violation Plan 

(‘‘MRVP’’), in connection with 

applicable fines, as well as a clarifying, 

nonsubstantive change. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (https://markets.cboe.com/us/ 

options/regulation/rule_filings/ctwo/), 

at the Exchange’s Office of the 

Secretary, 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 III below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

MRVP in Rule 13.15(g)(14) in 

connection with the fine schedule 

applicable for minor rule violations of a 

Market-Maker’s quoting obligations and 

proposes to update language in Chapter 

13 to reflect recent changes to Cboe 

Exchange, Inc. (‘‘Cboe Options’’) MRVP. 

Chapter 13 of the C2 Rulebook 

incorporates Cboe Options Chapter 13, 

in most part, by reference. Rule 13.15 

provides for disposition of specific 

violations through assessment of fines 

in lieu of conducting a formal 

disciplinary proceeding. Rule 13.15(g) 

sets forth the list of specific Exchange 

Rules under which a Trading Permit 

Holder (‘‘TPH’’) or person associated 

with or employed by a TPH may be 

subject to a fine for violations of such 

Rules and the applicable fines that may 

be imposed by the Exchange. 

The proposed rule change amends the 

fine schedule applicable to MakerMakers for failure to meet Exchange 

continuous quoting obligations. The 

Exchange notes that because Cboe 

Options Rule 13.15(g)(9) 3 applies to 

violations of Cboe Options’ MarketMaker quoting obligations, this 

subparagraph is inapplicable to MarketMakers on C2. Instead, the Exchange 

maintains its own Rule 13.15(g)(14),4

which governs minor rule violations of 

C2 Market-Makers’ continuous quoting 

obligations. Specifically, Rule 

13.15(g)(14) (13.15(g)(9), as amended) 5

provides that a fine will be imposed 

upon a Market-Maker in accordance 

with the fine schedule set forth below 

for failure to meet its continuous 

quoting obligations (Rule 5.52(d)): 

For the first offense during any rolling 

24-month period, the fine schedule 

imposed by Rule 13.15(g)(14) currently 

permits the Exchange to apply a fine 

ranging between $2,000 and $4,000. For 

subsequent offenses during the same 

period, the fine schedule currently 

permits the Exchange to apply a fine 

ranging between $4,000 and $5,000. The 

proposed rule change updates the fine 

schedule to provide that, during any 

rolling 24-month period, the Exchange 

may give a Letter of Caution for a first 

offense, may apply a fine of $1,500 for 

a second offense, may apply a fine of 

$3,000 for a third offense,6 and may 

proceed with formal disciplinary action 

for subsequent offenses. As is the case 

for all rule violations covered under 

Rule 13.15(g), the Exchange may 

determine that a violation of MarketMaker quoting obligations is intentional, 

egregious, or otherwise not minor in 

nature and choose to proceed under the 

Exchange’s formal disciplinary rules 

rather than its MRVP.7 The Exchange 

may continue to aggregate individual 


TKELLEY on DSK125TN23PROD with NOTICE 
Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 505 

8See Rule 13.15(a). 

9As a result of removing this provision, the 

proposed rule change also makes a nonsubstantive 

change to the subsequent provision by updating the 

reference to multiple above paragraphs to instead 

reference a single above paragraph. 

10See Securities Exchange Release No. 92702 

(August 18, 2021), 86 FR 47346 (August 24, 2021) 

(SR–CBOE–2021–045). 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(5). 

13 Id. 

14 15 U.S.C. 78f(b)(6). 

15 15 U.S.C. 78f(b)(7) and 78f(d). 

violations of particular rules and treat 

such violations as a single offense.8

The Exchange believes it is 

appropriate to remove the range of fines 

imposed for first and subsequent 

offenses and, instead, apply a letter of 

caution for a first offense, a specified 

fine amount for a second and a third 

offense, and formal disciplinary 

proceedings for subsequent offenses. 

Particularly, the Exchange believes that 

applying a lesser penalty (Letter of 

Caution) for a first offense and then 

providing a higher, itemized fine per 

second and third offenses and, 

ultimately, formal disciplinary 

proceedings for any subsequent offenses 

during a rolling 24-month period, will 

allow the Exchange to levy 

progressively larger fines and greater 

penalties against repeat-offenders (as 

opposed to a fine range for any offenses 

that may come after a first offense). The 

Exchange believes this fine structure 

may serve to more effectively deter 

repeat-offenders while providing 

reasonable warning for a first offense 

during a rolling 24-month period. The 

Exchange notes that the proposed fine 

schedule for violations of a Market 

Maker’s continuous quoting obligation 

is identical to the fine schedule under 

Cboe Options’ MRVP for market maker 

violations of continuous quoting 

obligations on Cboe Options. The 

Exchange further notes that the 

proposed change is intended to provide 

for consistency across the Exchange’s 

MRVP and the MRVPs of its affiliated 

options exchanges, Cboe Options, Cboe 

BZX Exchange, Inc. (‘‘BZX Options’’) 

and Cboe EDGX Exchange, Inc. 

(‘‘EDGX’’), as BZX Options and EDGX 

Options also intend to file proposals to 

update their minor rule violation fines 

for market maker violations of 

continuous quoting requirements on 

their exchanges in an identical manner. 

The proposed rule change also makes 

a nonsubstantive, clarifying change to 

Chapter 13 by removing the provision 

which currently provides that Cboe 

Options Rules 13.15(g)(4), 13.15(g)(5) 

and 13.15(g)(7) do not apply to C2.9

Cboe Options recently eliminated these 

provisions from its MRVP; therefore, 

this provision is no longer applicable.10

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.11 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 12 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, 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. The 

Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 13 requirement that the rules of 

an exchange not be designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that the 

proposed rule change to remove the 

range of fines imposed for first and 

subsequent Market-Maker quoting 

offenses and, instead, apply a letter of 

caution for a first offense, a specified 

fine amount for a second and a third 

offense, and formal disciplinary 

proceedings for subsequent offenses will 

assist the Exchange in preventing 

fraudulent and manipulative acts and 

practices and promoting just and 

equitable principles of trade, and will 

serve to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, protect 

investors and the public interest. 

Particularly, the Exchange believes that 

applying a lesser penalty (Letter of 

Caution) for a first offense and then 

providing an itemized fine per second 

and third offenses and, ultimately, 

formal disciplinary proceedings for any 

subsequent offenses during a rolling 24- 

month period, will allow the Exchange 

to levy greater penalties (i.e., formal 

disciplinary proceedings) against repeatoffenders (as opposed to a fine range for 

any offenses that may come after a first 

offense) which may serve to more 

effectively deter repeat-offenders while 

providing reasonable warning for a first 

offense during a rolling 24-month 

period. The Exchange believes that more 

effectively deterring repeat-offenders 

and making first instance offenders 

aware of their quoting obligation 

violations and the subsequent 

consequences for continued failure, 

will, in turn, further motivate MarketMakers to continue to uphold their 

quoting obligations, providing liquid 

markets to the benefit of all investors. 

The Exchange again notes that the 

proposed fine schedule is consistent 

with the fine schedule under Cboe 

Options’ MRVP applicable to marker 

maker violations of continuous quoting 

requirements on Cboe Options. As 

described above, BZX Options and 

EDGX Options intend to file proposals 

to update their minor rule violation 

fines applicable to violations of market 

maker continuous quoting obligations in 

the same manner as Cboe Options and 

as proposed herein. As such, the 

proposed rule change is also designed to 

benefit investors by providing from 

consistent penalties across the MRVPs 

of the Exchange and its affiliated 

options exchanges. 

Additionally, the proposed 

clarification in Chapter 13 will benefit 

investors by providing for Rules that 

accurately reflect current Cboe Options 

Rule 13.15, which Chapter 13 

incorporates, in most part, by reference. 

The Exchange further believes that the 

proposed rule changes to Rule 13.15(g) 

are consistent with Section 6(b)(6) of the 

Act,14 which provides that members and 

persons associated with members shall 

be appropriately disciplined for 

violation of the provisions of the rules 

of the exchange, by expulsion, 

suspension, limitation of activities, 

functions, and operations, fine, censure, 

being suspended or barred from being 

associated with a member, or any other 

fitting sanction. As noted, the proposed 

rule change amends the fine schedule 

applicable to Market-Maker failures to 

meet their quoting obligations in a 

manner that appropriately sanctions 

such failures. 

The Exchange also believes that the 

proposed change is designed to provide 

a fair procedure for the disciplining of 

members and persons associated with 

members, consistent with Sections 

6(b)(7) and 6(d) of the Act.15 Rule 13.15, 

currently and as amended, does not 

preclude a TPH or person associated 

with or employed by a TPH from 

contesting an alleged violation and 

receiving a hearing on the matter with 

the same procedural rights through a 

litigated disciplinary proceeding. 


TKELLEY on DSK125TN23PROD with NOTICE 
506 Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 

16 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

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

18 15 U.S.C. 78f(b)(1) and 78f(b)(6). 

19 17 CFR 240.19d–1(c)(2). 20 15 U.S.C. 78s(b)(2). 

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but rather is 

concerned solely with amending its 

MRVP in connection with the fine 

schedule for Market-Maker failures to 

meet quoting obligations. The Exchange 

believes the proposed rule change will 

strengthen the Exchange’s ability to 

carry out its oversight and enforcement 

functions and deter potential violative 

conduct. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. 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– 

C2–2021–019 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–C2–2021–019. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 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–C2–2021–019 and should 

be submitted on or before January 26, 

2022. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of 

Proposed Rule Change 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.16 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,17 which requires that 

the rules of an exchange be designed to 

promote just and equitable principles of 

trade, to remove impediments and to 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

Commission also believes that the 

proposal is consistent with Sections 

6(b)(1) and 6(b)(6) of the Act 18 which 

require that the rules of an exchange 

enforce compliance with, and provide 

appropriate discipline for, violations of 

Commission and Exchange rules. 

Finally, the Commission finds that the 

proposal is consistent with the public 

interest, the protection of investors, or 

otherwise in furtherance of the purposes 

of the Act, as required by Rule 19d– 

1(c)(2) under the Act,19 which governs 

minor rule violation plans. 

As stated above, generally the 

Exchange proposes to: (1) Amend the 

fine amounts applicable to a MakerMaker’s failure to meet the Exchange’s 

continuous quoting obligations, and (2) 

make non-substantive and clarifying 

changes to Chapter 13. Specifically, the 

Exchange proposes to amend the fine 

amounts in proposed Rule 13.15(g)(9) to 

provide that, during any rolling 24- 

month period, the Exchange may give a 

Letter of Caution for a first offense, may 

apply a fine of $1,500 for a second 

offense, may apply a fine of $3,000 for 

a third offense, and may proceed with 

formal disciplinary action for 

subsequent offenses. 

The Commission believes that Rule 

13.15, as incorporated by reference, is 

an effective way to discipline a member 

for a minor violation of a rule. The 

Commission finds that the Exchange’s 

proposal to amend the fine amounts 

related to a Market-Maker’s failure to 

meet the Exchange’s quoting obligations 

as required by Rule 5.52(d), as set forth 

in proposed Rule 13.15(g)(9), is 

consistent with the Act because it may 

help the Exchange’s ability to better 

carry out its oversight and enforcement 

responsibilities. The Commission also 

believes that the Exchange’s proposal to 

make non-substantive changes that 

reflect updated rule numbers is 

consistent with the Act because such 

changes will add clarity and accuracy to 

the Exchange’s rules. 

In approving the propose rule change, 

the Commission in no way minimizes 

the importance of compliance with the 

Exchange’s rules and all other rules 

subject to fines under Rule 13.15. The 

Commission believes that a violation of 

any self-regulatory organization’s rules, 

as well as Commission rules, is a serious 

matter. However, Rule 13.15 provides a 

reasonable means of addressing rule 

violations that may not rise to the level 

of requiring formal disciplinary 

proceedings, while providing greater 

flexibility in handling certain violations. 

The Commission expects that the 

Exchange will continue to conduct 

surveillance with due diligence and 

make a determination based on its 

findings, on a case-by-case basis, 

whether a fine of more or less than the 

recommended amount is appropriate for 

a violation under Rule 13.15 or whether 

a violation requires formal disciplinary 

action. 

For the same reasons discussed above, 

the Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Act,20 for approving the proposed rule 

change prior to the thirtieth day after 

the date of publication of the notice of 

the filing thereof in the Federal 

Register. The proposal will assist the 

Exchange in preventing fraudulent and 

manipulative practices by allowing the 

Exchange to adequately enforce 

compliance with, and provide 


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Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 507 

21 15 U.S.C. 78s(b)(2). 

22 17 CFR 240.19d–1(c)(2). 

23 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. 92068 

(May 28, 2021), 86 FR 29864 (June 3, 2021) (SR– 

NASDAQ–2021–009). 

4 Id. 

5See Securities Exchange Act Release No. 93250 

(October 4, 2021), 86 FR 56307 (October 8, 2021) 

(SR–NASDAQ–2021–077). 

6The Exchange will submit a separate rule filing 

to address these changes. See SR–NASDAQ–2021– 

101 (not yet published). 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

appropriate discipline for, violations of 

Exchange rules. Accordingly, the 

Commission believes that a full noticeand-comment period is not necessary 

before approving the proposal. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act 21 and Rule 

19d–1(c)(2) thereunder,22 that the 

proposed rule change (SR–C2–2021– 

019) be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2021–28571 Filed 1–4–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93886; File No. SR– 

NASDAQ–2021–105] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Delay 

Implementation of SR–NASDAQ–2021– 

009 

December 30, 2021. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on December 

23, 2021, The Nasdaq Stock Market LLC 

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

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I 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 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to delay 

implementation of SR–NASDAQ–2021– 

009. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On February 11, 2021, the Exchange 

filed a proposed rule change to make 

certain changes to the Exchange’s Limit 

Up-Limit Down (‘‘LULD’’) closing cross, 

including the timing of the LULD 

closing cross, the process for 

determining the LULD closing cross 

price, establishing price protections for 

the LULD closing cross, the handling of 

on-close orders, and the imbalance 

information disseminated for the LULD 

closing cross.3 The Exchange originally 

intended to implement the new 

functionalities in Q3 2021,4 and 

subsequently extended the 

implementation to Q4 2021 to allow the 

Exchange additional time to test and 

implement these functionalities.5

During the testing conducted to date, 

the Exchange has identified some 

changes that it wishes to make to the 

approved rule, which relate to the 

handling of certain Limit on Close 

orders during the LULD closing cross 

(‘‘Proposed Amendments’’).6

Accordingly, the Exchange proposes to 

delay implementation of SR–NASDAQ– 

2021–009 until April 2022 so as to allow 

additional time for the Commission to 

consider the Proposed Amendments. If 

the Proposed Amendments are 

approved by the Commission, the 

Exchange will issue an Equity Trader 

Alert notifying market participants prior 

to implementing these functionalities. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,7 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,8

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, by 

allowing the Exchange additional time 

to test and implement the LULD closing 

cross changes, pending any Commission 

action on the Proposed Amendments. 

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 

Exchange’s proposal to delay the 

implementation of SR–NASDAQ–2021– 

009 does not impose an undue burden 

on competition. Delaying the 

implementation will simply allow the 

Exchange additional time to properly 

implement SR–NASDAQ–2021–009, 

pending any Commission action on the 

Proposed Amendments. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 9 and Rule 19b– 

4(f)(6) thereunder.10


TKELLEY on DSK125TN23PROD with NOTICE