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. 


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Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 1805 

4See Securities Exchange Act Release No. 90137 

(October 8, 2020), 85 FR 65087 (October 14, 2020) 

(SR–NYSENAT–2020–31) (‘‘SR–NYSENAT–2020– 

31’’). 

5The Exchange may submit a separate rule filing 

to extend the expiration date of the proposed 

extension beyond March 31, 2022 if the Exchange 

requires additional temporary relief from the rule 

requirements identified in SR–NYSENAT–2020–31. 

The amended NYSE National rules will revert back 

to their original state at the conclusion of the 

temporary relief period and any extension thereof. 

6See Securities Exchange Act Release No. 83289 

(May 17, 2018), 83 FR 23968, 23976 (May 23, 2018) 

(SR–NYSENAT–2018–02) (‘‘2018 Approval Order’’). 

7See id. 

8See Securities Exchange Act Release No. 89737 

(September 2, 2020), 85 FR 55712 (September 9, 

2020) (SR–FINRA–2020–027) (‘‘SR–FINRA–2020– 

027’’). 

9See note 4, supra. 

10See Securities Exchange Act Release No. 90619 

(December 9, 2020), 85 FR 81250 (December 15, 

2020) (SR–FINRA–2020–042). 

11See Securities Exchange Act Release No. 90822 

(December 30, 2020), 86 FR 627 (January 6, 2021) 

(SR–NYSENAT–2020–39). 

12See Securities Exchange Act Release No. 91495 

(April 7, 2021), 86 FR 19306 (April 13, 2021) (SR– 

FINRA–2021–006). 

13See Securities Exchange Act Release No. 91634 

(April 22, 2021), 86 FR 22477 (April 28, 2021) (SR– 

NYSENAT–2021–11). 

14See Securities Exchange Act Release No. 92685 

(August 17, 2021), 86 FR 47169 (August 23, 2021) 

(SR–FINRA–2021–019). 

15See Securities Exchange Act Release No. 92907 

(September 9, 2021), 86 FR 51424 (September 15, 

2021) (SR–NYSENAT–2021–16). 

16See Securities Exchange Act Release No. 93758 

(December 13, 2021), 86 FR 71695 (December 17, 

2021) (SR–FINRA–2021–031) (‘‘SR–FINRA–2021– 

031’’). FINRA noted that, for example, President Joe 

Biden on July 29, 2021, announced several 

measures to increase the number of people 

vaccinated against COVID–19 and to slow the 

spread of the Delta variant, including strengthening 

safety protocols for federal government employees 

and contractors. See https://www.whitehouse.gov/ 

briefing-room/statements-releases/2021/07/29/ 

factsheet-president-biden-to-announce-new-actionsto-get-more-americansvaccinated-and-slow-thespread-of-the-delta-variant/. Thereafter, the Biden 

Administration announced on November 4, 2021, 

details of two major vaccination policies to further 

help fight COVID–19. See https://

www.whitehouse.gov/briefing-room/statementsreleases/2021/11/04/factsheet-bidenadministration-announces-details-of-two-majorvaccination-policies/. Most recently, President 

Biden announced several new actions to help 

protect Americans against the Delta and Omicron 

variants. See https://www.whitehouse.gov/briefingroom/statements-releases/2021/12/02/factsheetpresident-biden-announces-new-actions-to-protectamericans-against-thedelta-and-omicron-variantsas-we-battle-covid-19-this-winter/. See SR–FINRA– 

2021–031, 86 FR at 71695, n. 6. 

17For instance, FINRA noted that the Centers for 

Disease Control and Prevention (‘‘CDC’’) recently 

announced that the first confirmed case of COVID– 

19 caused by the Omicron variant was detected in 

the United States. See https://www.cdc.gov/media/ 

releases/2021/s1201-omicron-variant.html. The 

CDC also recommends that fully vaccinated people 

wear a mask in public indoor settings in areas of 

substantial or high transmission and noted that 

fully vaccinated people might choose to wear a 

mask regardless of the level of transmission, 

particularly if they are immunocompromised or at 

increased risk for severe disease from COVID–19. 

See https://www.cdc.gov/coronavirus/2019-ncov/ 

vaccines/fully-vaccinated-guidance.html. 

Furthermore, as FINRA also noted, numerous states 

currently have COVID–19 restrictions in place. Six 

states (Hawaii, Illinois, Nevada, New Mexico, 

Oregon, and Washington) require most people to 

wear masks in indoor public places regardless of 

vaccination status, and three states (California, 

Connecticut, and New York) have mask mandates 

in indoor public places for those individuals who 

are unvaccinated. Several other states have mask 

mandates in certain settings, such as healthcare 

facilities, schools, and correctional facilities. See 

SR–FINRA–2021–031, 86 FR at 71696, n. 7. 

18See SR–FINRA–2021–031, 86 FR at 71695–96. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes extending the 

expiration date of the temporary 

amendments as set forth in SR– 

NYSENAT–2020–31 4 to Rules 10.9261 

(Evidence and Procedure in Hearing) 

and 10.9830 (Hearing) from December 

31, 2021, to March 31, 2022 to 

harmonize with recent changes by 

FINRA to extend the expiration date of 

the temporary amendments to its Rules 

9261 and 9830. SR–NYSENAT–2020–31 

temporarily granted to the Chief or 

Deputy Chief Hearing Officer the 

authority to order that hearings be 

conducted by video conference if 

warranted by public health risks posed 

by in-person hearings during the 

ongoing COVID–19 pandemic. The 

proposed rule change would not make 

any changes to the text of Exchange 

Rules 10.9261 and 10.9830.5

Background 

In 2018, NYSE National adopted 

disciplinary rules that are, with certain 

exceptions, substantially the same as the 

disciplinary rules of its affiliate NYSE 

American LLC, which are in turn 

substantially similar to the FINRA Rule 

8000 Series and Rule 9000 Series, and 

which set forth rules for conducting 

investigations and enforcement actions.6

In adopting disciplinary rules 

modeled on FINRA’s rules, NYSE 

National adopted the hearing and 

evidentiary processes set forth in Rule 

10.9261 and in Rule 10.9830 for 

hearings in matters involving temporary 

and permanent cease and desist orders 

under the Rule 10.9800 Series. As 

adopted, the text of Rule 10.9261 and 

Rule 10.9830 are substantially the same 

as the FINRA rules with certain 

modifications.7

In response to the COVID–19 global 

health crisis and the corresponding 

need to restrict in-person activities, on 

August 31, 2020, FINRA filed with the 

Commission a proposed rule change for 

immediate effectiveness, SR–FINRA– 

2020–027, which allowed FINRA’s 

Office of Hearing Officers (‘‘OHO’’) to 

conduct hearings, on a temporary basis, 

by video conference, if warranted by the 

current COVID–19-related public health 

risks posed by an in-person hearing. 

Among the rules FINRA amended were 

Rules 9261 and 9830.8

Given that FINRA and OHO 

administers disciplinary hearings on the 

Exchange’s behalf, and that the public 

health concerns addressed by FINRA’s 

amendments apply equally to Exchange 

disciplinary hearings, on September 29, 

2020, the Exchange filed to temporarily 

amend Rule 10.9261 and Rule 10.9830 

to permit FINRA to conduct virtual 

hearings on its behalf.9 In December 

2020, FINRA filed a proposed rule 

change, SR–FINRA–2020–042, to extend 

the expiration date of the temporary 

amendments in SR–FINRA–2020–027 

from December 31, 2020, to April 30, 

2021.10 On December 22, 2020, the 

Exchange similarly filed to extend the 

temporary amendments to Rule 10.9261 

and Rule 10.9830 to April 30, 2021.11

On April 1, 2021, FINRA filed a 

proposed rule change, SR–FINRA– 

2021–006, to extend the expiration date 

of the temporary rule amendments to, 

among other rules, FINRA Rule 9261 

and 9830 from April 30, 2021, to August 

31, 2021.12 On April 20, 2021, the 

Exchange filed to extend the temporary 

amendments to Rule 10.9261 and Rule 

10.9830 to August 31, 2021.13 On 

August 13, 2021, FINRA filed a 

proposed rule change, SR–FINRA– 

2021–019, to extend the expiration date 

of the temporary amendments to, among 

other rules, FINRA Rule 9261 and 9830 

from August 31, 2021, to December 31, 

2021.14 On August 27, 2021, the 

Exchange filed to extend the temporary 

amendments to Rule 10.9261 and Rule 

10.9830 to December 31, 2021, after 

which the temporary amendments will 

expire absent another proposed rule 

change filing by the Exchange.15

While there are signs of improvement, 

FINRA has determined that much 

uncertainty remains for the coming 

months. The presence of the Delta 

variant, dissimilar vaccination rates 

throughout the United States, and the 

uptick in transmissions in many 

locations indicate that COVID–19 

remains an active and real public health 

concern.16 Due to the uncertainty and 

the lack of a clear timeframe for a 

sustained and widespread abatement of 

COVID–19-related health concerns and 

corresponding restrictions,17 FINRA 

believes that there is a continued need 

for temporary relief beyond December 

31, 2021.18 On December 7, 2021, 


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19See SR–FINRA–2021–031, 86 FR at 71695. 

20See note 17, supra. 

21See note 16, supra. 

22See SR–FINRA–2021–031, 86 FR at 71695. 

23See SR–FINRA–2021–031, 86 FR at 71695, n. 

13. 

24 15 U.S.C. 78f(b). 

25 15 U.S.C. 78f(b)(5). 

26 15 U.S.C. 78f(b)(7) & 78f(d). 27 15 U.S.C. 78f(b)(7) & 78f(d). 

FINRA accordingly filed to extend the 

expiration date of the temporary rule 

amendments to, among other rules, 

FINRA Rule 9261 and 9830 from 

December 31, 2021, to March 31, 

2022.19

Proposed Rule Change 

Consistent with FINRA’s recent 

proposal, the Exchange proposes to 

extend the expiration date of the 

temporary rule amendments to NYSE 

National Rules 10.9261 and 10.9830 as 

set forth in SR–NYSENAT–2020–31 

from December 31, 2021, to March 31, 

2022. 

As set forth in SR–FINRA 2021–031, 

while there are signs of improvement, 

much uncertainty remains for the 

coming months. The presence of the 

Delta variant, dissimilar vaccination 

rates throughout the United States, and 

the uptick in transmissions in many 

locations indicate that COVID–19 

remains an active and real public health 

concern.20 Due to the uncertainty and 

the lack of a clear timeframe for a 

sustained and widespread abatement of 

COVID–19-related health concerns and 

corresponding restrictions,21 FINRA 

believes that there is a continued need 

for temporary relief beyond December 

31, 2021.22 FINRA accordingly 

proposed to extend the expiration date 

of the temporary rule amendments from 

December 31, 2021, to March 31, 2022. 

The Exchange proposes to similarly 

extend the expiration date of the 

temporary rule amendments to NYSE 

National Rules 10.9261 and 10.9830 as 

set forth in SR–NYSENAT–2020–31 

from December 31, 2021, to March 31, 

2022. The Exchange agrees with FINRA 

that, while there are signs of 

improvement, much uncertainty 

remains for the coming months. The 

Exchange also agrees that, due to the 

uncertainty and the lack of a clear 

timeframe for a sustained and 

widespread abatement of COVID–19- 

related health concerns and 

corresponding restrictions, for the 

reasons set forth in SR–FINRA–2021– 

031, there is a continued need for this 

temporary relief beyond December 31, 

2021. The proposed change would 

permit OHO to continue to assess, based 

on critical COVID–19 data and criteria 

and the guidance of health and security 

consultants, whether an in-person 

hearing would compromise the health 

and safety of the hearing participants 

such that the hearing should proceed by 

video conference. As noted in SR– 

FINRA–2021–031, in deciding whether 

to schedule a hearing by video 

conference, OHO may consider a variety 

of other factors in addition to COVID– 

19 trends. Similarly, as noted in SR– 

FINRA–2021–031, in SR–FINRA–2020– 

027, FINRA provided a non-exhaustive 

list of other factors OHO may take into 

consideration, including a hearing 

participant’s individual health concerns 

and access to the connectivity and 

technology necessary to participate in a 

video conference hearing.23 The 

Exchange believes that this is a 

reasonable procedure to continue to 

follow for hearings under Rules 9261 

and 9830 chaired by a FINRA employee. 

As noted below, the Exchange has 

filed the proposed rule change for 

immediate effectiveness and has 

requested that the SEC waive the 

requirement that the proposed rule 

change not become operative for 30 days 

after the date of the filing, so the 

Exchange can implement the proposed 

rule change immediately. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the 

Act,24 in general, and furthers the 

objectives of Section 6(b)(5),25 in 

particular, because it is 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 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. Additionally, the 

Exchange believes the proposed rule 

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.26

The Exchange believes that the 

proposed rule change supports the 

objectives of the Act by providing 

greater harmonization between 

Exchange rules and FINRA rules of 

similar purpose, resulting in less 

burdensome and more efficient 

regulatory compliance. As such, the 

proposed rule change will foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities and will 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system. 

The proposed rule change, which 

extends the expiration date of the 

temporary amendments to Exchange 

rules consistent with FINRA’s extension 

to its Rules 9261 and 9830 as set forth 

in SR–FINRA–2021–031, will permit the 

Exchange to continue to effectively 

conduct hearings during the COVID–19 

pandemic. Given the current and 

frequently changing COVID–19 

conditions and the uncertainty around 

when those conditions will see 

meaningful, widespread and sustained 

improvement, without this relief 

allowing OHO to proceed by video 

conference, some or all hearings may 

have to be postponed. The ability to 

conduct hearings by video conference 

will permit the adjudicatory functions 

of the Exchange’s disciplinary rules to 

continue unabated, thereby avoiding 

protracted delays. The Exchange 

believes that this is especially important 

in matters where temporary and 

permanent cease and desist orders are 

sought because the proposed rule 

change would enable those hearings to 

continue to proceed without delay, 

thereby enabling the Exchange to 

continue to take immediate action to 

stop significant, ongoing customer 

harm, to the benefit of the investing 

public. 

As set forth in detail in SR– 

NYSENAT–2020–31, the temporary 

relief to permit hearings to be conducted 

via video conference maintains fair 

process and will continue to provide 

fair process consistent with Sections 

6(b)(7) and 6(d) of the Act 27 while 

striking an appropriate balance between 

providing fair process and enabling the 

Exchange to fulfill its statutory 

obligations to protect investors and 

maintain fair and orderly markets while 

avoiding the COVID–19-related public 

health risks for hearing participants. 

The Exchange notes that this proposal, 

like SR–NYSENAT–2020–31, provides 

only temporary relief. As proposed, the 

changes would be in place through 

March 31, 2022. As noted in SR– 

NYSENAT–2020–31 and above, the 

amended rules will revert back to their 

original state at the conclusion of the 

temporary relief period and, if 

applicable, any extension thereof. 

Accordingly, the proposed rule 

change extending this temporary relief 

is in the public interest and consistent 

with the Act’s purpose. 


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28 15 U.S.C. 78s(b)(3)(A)(iii). 

29 17 CFR 240.19b–4(f)(6). 

30 17 CFR 240.19b–4(f)(6). 

31 17 CFR 240.19b–4(f)(6)(iii). 

32See supra Item II. 

33See SR–FINRA–2021–031 at 71698 (noting the 

same with respect to 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). 

34See supra note 4. 

35See 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. 

36For 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). 

37 15 U.S.C. 78s(b)(2)(B). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed temporary 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 is rather intended solely to provide 

continued temporary relief given the 

impacts of the COVID–19 pandemic and 

the related health and safety risks of 

conducting in-person activities. The 

Exchange believes that the proposed 

rule change will prevent unnecessary 

impediments to 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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 28 and Rule 

19b–4(f)(6) thereunder.29 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 30 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),31 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

the proposal may become operative 

immediately upon filing. The Exchange 

has indicated that the proposed rule 

change to extend the expiration date 

will continue to prevent 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, 2021.32 Importantly, 

the Exchange has also stated that 

extending the relief provided in SR– 

NYSENAT–2020–31 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.33 The Commission also 

notes that this proposal extends without 

change the temporary relief previously 

provided by SR–NYSENAT–2020–31.34

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.35 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.36

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) 37 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– 

NYSENAT–2021–25 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–NYSENAT–2021–25. 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–NYSENAT–2021–25 and 

should be submitted on or before 

February 2, 2022. 


lotter on DSK11XQN23PROD with NOTICES1
1808 Federal Register / Vol. 87, No. 8 / Wednesday, January 12, 2022 / Notices 

38 17 CFR 200.30–3(a)(12). 

1Public Law 114–74 Sec. 701, 129 Stat. 599–601 

(Nov. 2, 2015), codified at 28 U.S.C. 2461 note. 

2Public Law 101–410, 104 Stat. 890–892 (1990), 

codified at 28 U.S.C. 2461 note. 3Public Law 104–134, Title III, § 31001(s)(1), 110 

Stat. 1321–373 (1996), codified at 28 U.S.C. 2461 

note. 

4See Release Nos. 33–7361, 34–37912, IA–1596, 

IC–22310, dated November 1, 1996 (effective 

December 9, 1996), previously found at 17 CFR 

201.1001 and Table I to Subpart E of Part 201; 

Release Nos. 33–7946, 34–43897, IA–1921, IC– 

24846, dated January 31, 2001 (effective February 

2, 2001), previously found at 17 CFR 201.1002 and 

Table II to Subpart E of Part 201; Release Nos. 33– 

8530, 34–51136, IA–2348, IC–26748, dated 

February 9, 2005 (effective February 14, 2005), 

previously found at 17 CFR 201.1003 and Table III 

to Subpart E of Part 201; Release Nos. 33–9009, 34– 

59449, IA–2845, IC–28635, dated February 25, 2009 

(effective March 3, 2009), previously found at 17 

CFR 201.1004 and Table IV to Subpart E of Part 201; 

and Release Nos. 33–9387, 34–68994, IA–3557, IC– 

30408, dated February 27, 2013 (effective March 5, 

2013), previously found at 17 CFR 201.1005 and 

Table V to Subpart E of Part 201. The penalty 

amounts contained in these releases have now been 

consolidated into Table I to 17 CFR 201.1001. 

5 28 U.S.C. 2461 note Sec. 4. 

6Release Nos. 33–10276; 34–79749; IA–4599; IC– 

32414 (effective Jan. 18, 2017). 

7Release Nos. 33–10740; 34–87905; IA–5428; IC– 

33740 (effective Jan. 15, 2020). 

8Release Nos. 33–10918; 34–90874; IA–5664; IC– 

34166 (effective Jan. 15, 2021). 

9 28 U.S.C. 2461 note Sec. 3(2). 

10 15 U.S.C. 7215(c)(4)(D). 

11The Commission may by order affirm, modify, 

remand, or set aside sanctions, including civil 

monetary penalties, imposed by the PCAOB. See 

Section 107(c) of the Sarbanes-Oxley Act of 2002, 

15 U.S.C. 7217. The Commission may enforce such 

orders in federal district court pursuant to Section 

21(e) of the Exchange Act. As a result, penalties 

assessed by the PCAOB in its disciplinary 

proceedings are penalties ‘‘enforced’’ by the 

Commission for purposes of the Inflation 

Adjustment Act. See Adjustments to Civil Monetary 

Penalty Amounts, Release No. 33–8530 (Feb. 4, 

2005) [70 FR 7606 (Feb. 14, 2005)]. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00381 Filed 1–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–11021; 34–93925; IA– 

5938; IC–34466] 

Adjustments to Civil Monetary Penalty 

Amounts 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice. 

SUMMARY: The Securities and Exchange 

Commission (the ‘‘Commission’’) is 

publishing this notice (the ‘‘Notice’’) 

pursuant to the Federal Civil Penalties 

Inflation Adjustment Act Improvements 

Act of 2015 (the ‘‘2015 Act’’). This Act 

requires all agencies to annually adjust 

for inflation the civil monetary penalties 

that can be imposed under the statutes 

administered by the agency and publish 

the adjusted amounts in the Federal 

Register. This Notice sets forth the 

annual inflation adjustment of the 

maximum amount of civil monetary 

penalties (‘‘CMPs’’) administered by the 

Commission under the Securities Act of 

1933, the Securities Exchange Act of 

1934 (the ‘‘Exchange Act’’), the 

Investment Company Act of 1940, the 

Investment Advisers Act of 1940, and 

certain penalties under the SarbanesOxley Act of 2002. These amounts are 

effective beginning on January 15, 2022, 

and will apply to all penalties imposed 

after that date for violations of the 

aforementioned statutes that occurred 

after November 2, 2015. 

FOR FURTHER INFORMATION CONTACT: 

Stephen M. Ng, Senior Special Counsel, 

Office of the General Counsel, at (202) 

551–7957, or Hannah W. Riedel, Senior 

Counsel, Office of the General Counsel, 

at (202) 551–7918. 

SUPPLEMENTARY INFORMATION: 

I. Background 

This Notice is being published 

pursuant to the 2015 Act,1 which 

amended the Federal Civil Penalties 

Inflation Adjustment Act of 1990 (the 

‘‘Inflation Adjustment Act’’).2 The 

Inflation Adjustment Act previously had 

been amended by the Debt Collection 

Improvement Act of 1996 (the ‘‘DCIA’’) 3

to require that each federal agency adopt 

regulations at least once every four years 

that adjust for inflation the CMPs that 

can be imposed under the statutes 

administered by the agency. Pursuant to 

this requirement, the Commission 

previously adopted regulations in 1996, 

2001, 2005, 2009, and 2013 to adjust the 

maximum amount of the CMPs that 

could be imposed under the statutes the 

Commission administers.4

The 2015 Act replaces the inflation 

adjustment formula prescribed in the 

DCIA with a new formula for calculating 

the inflation-adjusted amount of CMPs. 

The 2015 Act requires that agencies use 

this new formula to re-calculate the 

inflation-adjusted amounts of the 

penalties they administer on an annual 

basis and publish these new amounts in 

the Federal Register by January 15 of 

each year.5 The Commission previously 

published the first annual adjustment 

required by the 2015 Act on January 6, 

2017 (the ‘‘2017 Adjustment’’).6 As part 

of the 2017 Adjustment, the 

Commission promulgated 17 CFR 

201.1001(a) and Table I to Subsection 

1001, which lists the penalty amounts 

for all violations that occurred on or 

before November 2, 2015. For violations 

occurring after November 2, 2015, 

Subsection 1001(b) provides that the 

applicable penalty amounts will be 

adjusted annually based on the formula 

set forth in the 2015 Act. Subsection 

1001(b) further provides that these 

adjusted amounts will be published in 

the Federal Register and on the 

Commission’s website. The Commission 

published the two most recent annual 

adjustments on January 8, 2020 (‘‘2020 

Adjustment’’) 7 and January 8, 2021 

(‘‘2021 Adjustment’’).8

A CMP is defined in relevant part as 

any penalty, fine, or other sanction that: 

(1) Is for a specific amount, or has a 

maximum amount, as provided by 

federal law; and (2) is assessed or 

enforced by an agency in an 

administrative proceeding or by a 

federal court pursuant to federal law.9

This definition applies to the monetary 

penalty provisions contained in four 

statutes administered by the 

Commission: The Securities Act, the 

Exchange Act, the Investment Company 

Act, and the Investment Advisers Act. 

In addition, the Sarbanes-Oxley Act 

provides the Public Company 

Accounting Oversight Board (the 

‘‘PCAOB’’) authority to levy civil 

monetary penalties in its disciplinary 

proceedings pursuant to 15 U.S.C. 

7215(c)(4)(D).10 The definition of a CMP 

in the Inflation Adjustment Act 

encompasses such civil monetary 

penalties.11

II. Adjusting the Commission’s Penalty 

Amounts for Inflation 

This Notice sets forth the annual 

inflation adjustment required by the 

2015 Act for all CMPs under the 

Securities Act, the Exchange Act, the 

Investment Company Act, and the 

Investment Advisers Act, and certain 

civil monetary penalties under the 

Sarbanes-Oxley Act. 


lotter on DSK11XQN23PROD with NOTICES1