Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices 11779 

contributions provide a source of collateral 

necessary for OCC to access sources of liquidity). 

31 17 CFR 240.17Ad–22(e)(13). 

32 17 CFR 240.17Ad–22(e)(16). 

33Covered Clearing Agency Standards, 81 FR at 

70837. 

34 Id. 

35The Policy would allow OCC to invest its own 

cash in longer-tenured instruments only where such 

cash is in excess of 110 percent of OCC’s Target 

Capital Requirement. 

36 17 CFR 240.17Ad–22(e)(16). 

37 In approving this Proposed Rule Change, the 

Commission has considered the proposed rules’ 

impact on efficiency, competition, and capital 

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

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

39 17 CFR 200.30–3(a)(12). 1 17 CFR 200.30–3a(a)(1)(ii). 

Member default, unless it has access to 

the Clearing Fund contributions of nondefaulting Clearing Members, OCC’s 

inability to access the defaulter’s cash 

collateral due to the failure of an 

investment counterparty could inhibit 

OCC’s ability to contain losses and 

liquidity demands. The Commission 

also believes that the proposed changes 

to restate and reorganize Rule 1006(f) 

would enhance the rule’s clarity, and 

therefore help ensure OCC’s authority to 

access Clearing Fund contributions to 

address losses or shortfalls arising out of 

the failure of an investment 

counterparty to perform with regard to 

investments of margin cash or Clearing 

Fund cash. 

The Commission believes, therefore, 

that the proposed changes to broaden 

OCC’s authority to access to Clearing 

Fund contributions are consistent with 

Rule 17Ad–22(e)(13) under the 

Exchange Act.31

C. Consistency With Rule 17Ad– 

22(e)(16) Under the Exchange Act 

Rule 17Ad–22(e)(16) under the 

Exchange Act requires that a covered 

clearing agency establish, implement, 

maintain, and enforce written policies 

and procedures reasonably designed to 

safeguard its own and its participants’ 

assets, minimize the risk of loss and 

delay in access to these assets, and 

invest such assets in instruments with 

minimal credit, market and liquidity 

risks.32 In adopting Rule 17Ad– 

22(e)(16), the Commission provided 

guidance for consideration by covered 

clearing agencies.33 Such guidance 

included the consideration of whether a 

covered clearing agency’s investment 

strategy is consistent with its overall 

risk management strategy and fully 

disclosed to participants.34

The Commission believes that the 

proposed Cash and Investment 

Management Policy would support and 

enhance OCC’s current Rules regarding 

the investment of its and its 

participants’ cash assets. As described 

above, the Policy outlines safeguarding 

standards, such as allowing OCC Cash 

and Clearing Member cash to be 

deposited only in a Federal Reserve 

Bank or in demand deposit accounts 

with institutions that meet the standards 

set out in OCC’s current risk 

management strategy (e.g., OCC’s Third 

Party Risk Management Framework) to 

minimize the risk of loss or delay in 

access to such funds. The Commission 

believes further that limiting the 

investment of cash to Government 

Securities, and specifically limiting the 

investment of Clearing Member Cash to 

instruments that provide liquidity to 

OCC by the following business day, is 

consistent with investing in assets with 

minimal credit, market, and liquidity 

risks.35

The Commission believes, therefore, 

that the addition of the Cash and 

Investment Management Policy to 

OCC’s Rules is consistent with Rule 

17Ad–22(e)(16) under the Exchange 

Act.36

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the Proposed 

Rule Change is consistent with the 

requirements of the Exchange Act, and 

in particular, the requirements of 

Section 17A of the Exchange Act 37 and 

the rules and regulations thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,38

that the Proposed Rule Change (SR– 

OCC–2021–014) be, and hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–04330 Filed 3–1–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94305] 

Securities Exchange Act of 1934; 

Notice of Intention To Cancel 

Registration of Certain Municipal 

Advisors Pursuant to Section 15b(C)(3) 

of the Securities Exchange Act of 1934 

February 24, 2022. 

Notice is given that the Securities and 

Exchange Commission (the 

‘‘Commission’’) intends to issue an 

order, pursuant to Section 15B(c)(3) of 

the Securities Exchange Act of 1934 (the 

‘‘Act’’), cancelling the municipal 

advisor registration of Meno Accounting 

& Financial Services (CIK 0001622155, 

File No. 867–01015) (hereinafter 

referred to as the ‘‘registrant’’). 

Section 15B(c)(3) of the Act provides, 

in pertinent part, that if the Commission 

finds that any municipal advisor 

registered under Section 15B is no 

longer in existence or has ceased to do 

business as a municipal advisor, the 

Commission, by order, shall cancel the 

registration of such municipal advisor. 

Accordingly, the Commission finds 

that the registrant (a) is no longer in 

existence and is not registered as a 

municipal advisor with the MSRB under 

MSRB Rule A–12(a) and/or (b) does not 

have an associated person who is 

qualified as a municipal advisor 

representative under MSRB Rule G–3(d) 

and for whom there is a Form MA–I 

required by 17 CFR 240.15Ba1–2(b) 

available on EDGAR. 

Notice is also given that any 

interested person may, by March 28, 

2022, at 5:30 p.m. Eastern Time, submit 

to the Commission in writing a request 

for a hearing on the cancellation of the 

registration of the registrant, 

accompanied by a statement as to the 

nature of such person’s interest, the 

reason for such request, and the issues, 

if any, of fact or law proposed to be 

controverted, and such person may 

request to be notified if the Commission 

should order a hearing thereon. Any 

such communication should be 

addressed to the Commission’s 

Secretary at the address below. 

At any time after March 28, 2022, the 

Commission may issue an order or 

orders cancelling the registration of the 

registrant, upon the basis of the 

information stated above, unless an 

order or orders for a hearing on the 

cancellation shall be issued upon 

request or upon the Commission’s own 

motion. Persons who requested a 

hearing, or to be advised as to whether 

a hearing is ordered, will receive any 

notices and orders issued in this matter, 

including the date of the hearing (if 

ordered) and any postponements 

thereof. Any registrant whose 

registration is cancelled under delegated 

authority may appeal that decision 

directly to the Commission in 

accordance with Rules 430 and 431 of 

the Commission’s rules of practice (17 

CFR 201.430 and 431). 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549. 

FOR FURTHER INFORMATION CONTACT: 

Mark Elion, Attorney Advisor, Office of 

Municipal Securities, 100 F Street NE, 

Washington, DC 20549, or at (202) 551– 

5680. 


lotter on DSK11XQN23PROD with NOTICES1
11780 Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices 

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) 

(‘‘Notice’’). 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, 

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). 

8See Securities Exchange Act Release No. 93119 

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

2021) (‘‘OIP’’). 

9See Securities Exchange Act Release No. 93830, 

86 FR 73071 (December 23, 2021). 

10On December 21, 2021, Nasdaq submitted 

Amendment No. 1, which was subsequently 

withdrawn. 

11See Securities Exchange Act Release No. 93924 

(January 6, 2022), 87 FR 1797 (January 12, 2022) 

(‘‘Amended Notice’’). 

12The reference to a registration statement refers 

to a registration statement effective under the 

Securities Act of 1933 (‘‘Securities Act’’). 

13A Direct Listing with a Capital Raise includes 

listings where either: (i) Only the company itself is 

For the Commission, by the Office of 

Municipal Securities, pursuant to delegated 

authority.1

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–04331 Filed 3–1–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–61, OMB Control No. 

3235–0073] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Form S–3 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Form S–3 (17 CFR 239.13) is a short 

form registration statement used by 

domestic issuers to register a public 

offering of their securities under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.). Form S–3 takes approximately 

466.4566 hours per response and is filed 

by approximately 1,651 issuers 

annually. We estimate that 25% of the 

466.4566 hours per response (116.6141 

hours) is prepared by the issuer for a 

total annual reporting burden of 192,530 

hours (116.6141 hours per response × 

1,651 responses). 

Written comments are invited on: (a) 

Whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication by May 2, 2022. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: February 25, 2022. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–04387 Filed 3–1–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94311; File No. SR– 

NASDAQ–2021–045] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Disapproving a 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 

February 24, 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 (‘‘Exchange 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 Exchange 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 

Exchange Act 7 to determine whether to 

approve or 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.10

Amendment No. 2 was published for 

comment in the Federal Register on 

January 12, 2022.11

This order disapproves the proposed 

rule change, as modified by Amendment 

No. 2, because, as discussed below, 

Nasdaq has not met its burden under the 

Exchange Act and the Commission’s 

Rules of Practice to demonstrate that its 

proposal is consistent with the 

requirements of Exchange Act Section 

6(b)(5), and, in particular, the 

requirement that the rules of a national 

securities exchange be designed to 

prevent fraudulent and manipulative 

acts and practices, promote just and 

equitable principles of trade, and 

protect investors and the public interest. 

I. Description of the Proposal, as 

Modified by Amendment No. 2 

Nasdaq Listing Rule IM–5315–2 

provides listing requirements for 

Nasdaq’s Global Select Market for a 

company that has not previously had its 

common equity securities registered 

under the Exchange Act to list its 

common equity securities on the 

Exchange at the time of effectiveness of 

a registration statement 12 pursuant to 

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’’).13


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