Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 14589 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See SR–NYSE–2022–11 (February 23, 2022). 

5Amendment No. 1 does not make any changes 

to the rule text as presented in Exhibit 5 of the 

original filing. 

ACTION: Notice of availability of record 

of decision. 

SUMMARY: To replace existing delivery 

vehicles nationwide that have reached 

the end of their service life, the U.S. 

Postal Service (‘‘Postal Service’’) has 

determined that it will implement the 

Preferred Alternative. The Preferred 

Alternative is the purchase and 

deployment over a ten-year period of 

50,000 to 165,000 purpose-built, righthand drive NGDV vehicles consisting of 

a mix of internal combustion engine 

(‘‘ICE’’) and battery electric vehicle 

(‘‘BEV’’) powertrains, with at least ten 

percent BEVs. 

DATES: The Record of Decision (‘‘ROD’’) 

became effective when it was signed by 

the Postal Service’s Vice President of 

Supply Management on February 23, 

2022. 

ADDRESSES: Interested parties may view 

the ROD and FEIS at https://

uspsngdveis.com/. 

SUPPLEMENTARY INFORMATION: To replace 

existing delivery vehicles nationwide 

that have reached the end of their 

service life, the U.S. Postal Service 

(‘‘Postal Service’’) has determined that it 

will implement the Preferred 

Alternative, as described in the Next 

Generation Delivery Vehicle 

Acquisitions (‘‘NGDV’’) Final 

Environmental Impact Statement 

(‘‘FEIS’’), which was published by the 

U.S. Environmental Protection Agency 

in the Federal Register on January 7, 

2022 (87 FR 964). 

The Postal Service has decided on the 

Preferred Action because it fully meets 

the Postal Service’s Purpose and Need 

by providing a purpose-built right-hand 

drive vehicle capable of meeting 

performance, safety, and ergonomic 

requirements for efficient carrier 

deliveries to businesses and curb-line 

residential mailboxes over the entire 

nationwide system. Moreover, the Postal 

Service has determined that the 

Preferred Alternative is the most 

achievable given the Postal Service’s 

financial condition as the BEV NGDV 

has a significantly higher total cost of 

ownership than the ICE NGDV, which is 

why the Preferred Alternative being 

implemented does not commit to more 

than 10 percent BEV NGDV. Finally, the 

Postal Service notes that the Preferred 

Alternative as implemented contains the 

flexibility to significantly increase the 

percentage of BEV NGDVs should 

additional funding become available 

from any source. 

The Record of Decision was prepared 

in accordance with the requirements of 

the National Environmental Policy Act, 

the Postal Service’s implementing 

procedures at 39 CFR part 775, and the 

President’s Council on Environmental 

Quality Regulations (40 CFR parts 1500– 

1508). The ROD incorporates the 

analyses and findings from the FEIS. 

References 

1. U.S. Postal Service, Notice of Intent to 

Prepare an Environmental Impact 

Statement for Purchase of Next 

Generation Delivery Vehicles, 86 FR 

12715 (Mar. 4, 2021). 

2. U.S. Postal Service, Notice of Availability 

of Draft Environmental Impact Statement 

for Purchase of Next Generation Delivery 

Vehicle, 86 FR 47662 (Aug. 26, 2021). 

3. U.S. Environmental Protection Agency, 

Notice of Availability of EIS No. 

20210129, Draft, USPS, DC, Next 

Generation Delivery Vehicle 

Acquisitions, 86 FR 49531 (Sept. 3, 

2021). 

4. U.S. Environmental Protection Agency, 

Notice of Availability of EIS No. 

20220001, Final, USPS, DC, Next 

Generation Delivery Vehicle 

Acquisitions, 87 FR 964 (Jan. 7, 2022). 

5. U.S. Postal Service, Notice of Availability 

of Final Environmental Impact Statement 

for Purchase of Next Generation Delivery 

Vehicles, 87 FR 994 (Jan. 7, 2022). 

Sarah E. Sullivan, 

Attorney, Ethics and Legal Compliance. 

[FR Doc. 2022–05383 Filed 3–14–22; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94388; File No. SR–NYSE– 

2022–11] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change, as 

Modified by Amendment No. 1, To 

Amend the NYSE Listed Company 

Manual To Provide a Limited 

Exemption From the Shareholder 

Approval Requirements for ClosedEnd Management Investment 

Companies With Equity Securities 

Listed Under Section 102.04 of the 

Listed Company Manual 

March 9, 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 February 

23, 2022, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change. On March 8, 

2022, the Exchange filed Amendment 

No. 1 to the proposed rule change, 

which amended and replaced the 

proposed rule change in its entirety. The 

proposed rule change, as modified by 

Amendment No. 1, is described in Items 

I, II, and III below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

1, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 312.03 of the NYSE Listed 

Company Manual (‘‘Manual’’) to 

provide a limited exemption from the 

shareholder approval requirements of 

that rule for listed closed-end funds. 

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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Amendment No. 1 

The Exchange has previously 

submitted to the SEC a proposal to 

amend Section 312.03 of the Manual to 

provide a limited exemption from the 

shareholder approval requirements of 

that rule for listed closed-end funds.4

This Amendment No. 1 replaces and 

supersedes the original filing in its 

entirety.5 This Amendment No. 1 is 

being filed to: 

• Make clarifications with respect to 

the description of the text of Section 

312.03(b) of the Manual and Section 

102.04 of the Manual; 


khammond on DSKJM1Z7X2PROD with NOTICES
14590 Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 

6 15 U.S.C. 80a–1. 

7 17 CFR 270.17a–8. 

8See 15 U.S.C. 80a–17(a)(1)—(2). See also the 

definition of ‘‘affiliated person’’ in the 1940 Act, 15 

U.S.C 80a–2(a)(3). 

9 17 CFR 270.17a–8(a)(3). 

• correct some typographical errors; 

• clarify in the Statutory Basis section 

that there is a reduced risk of 

disenfranchisement of existing 

shareholders as a result of a Rule 17a– 

8-compliant transaction that involves a 

director, officer, or substantial 

shareholder of the listed company that 

has a significant interest in the company 

or assets to be acquired or the 

consideration to be paid, rather than 

stating that there is no risk of 

disenfranchisement at all; and 

• replace a sentence in the Statutory 

Basis section of the Form 19b–4 that 

states that the interests of shareholders 

of the acquiring fund will not be diluted 

where the shares issued by the surviving 

fund are issued at a price equal to the 

surviving fund’s net asset value. The 

deleted sentence is replaced with the 

following: 

To the Exchange’s knowledge, the 

shares of the surviving Fund in a merger 

of affiliated Funds are generally issued 

at a price equal to the surviving Fund’s 

net asset value, thereby ensuring that 

the transaction is not dilutive to the 

surviving Fund’s shareholders. As 

described above, if the shares in such a 

merger are issued at any price other 

than net asset value, in order to rely on 

Rule 17a–8, the board of directors of the 

surviving Fund would have to make an 

affirmative determination that such 

price was not dilutive to the interests of 

its existing shareholders. Consequently, 

the Exchange believes that the proposed 

exemption would not result in issuances 

that are economically dilutive to the 

shareholders of the surviving Fund. 

Section 312.03(b)(i) of the Manual 

requires listed issuers to obtain 

shareholder approval prior to the 

issuance of common stock, or of 

securities convertible into or exercisable 

for common stock, in any transaction or 

series of related transactions, to a 

director, officer or substantial security 

holder of the company (each a ‘‘Related 

Party’’) if the number of shares of 

common stock to be issued, or if the 

number of shares of common stock into 

which the securities may be convertible 

or exercisable, exceeds either one 

percent of the number of shares of 

common stock or one percent of the 

voting power outstanding before the 

issuance. Section 312.03(b) affords an 

exception for cash sales that meet a 

market price test. 

Section 312.03(b)(ii) of the Manual 

provides that shareholder approval is 

also required prior to the issuance of 

common stock, or of securities 

convertible into or exercisable for 

common stock, where such securities 

are issued as consideration in a 

transaction or series of related 

transactions in which a Related Party 

has a five percent or greater interest (or 

such persons collectively have a ten 

percent or greater interest), directly or 

indirectly, in the company or assets to 

be acquired or in the consideration to be 

paid in the transaction or series of 

related transactions and the present or 

potential issuance of common stock, or 

securities convertible into common 

stock, could result in an issuance that 

exceeds either five percent of the 

number of shares of common stock or 

five percent of the voting power 

outstanding before the issuance. 

Section 312.03(b)(iii) of the Manual 

provides that any sale of stock to an 

employee, director or service provider is 

also subject to the equity compensation 

rules in Section 303A.08 of the Manual. 

For example, a sale of stock to any of 

such parties at a discount to the then 

market price would be treated as equity 

compensation under Section 303A.08 

notwithstanding that shareholder 

approval may not be required under 

Sections 312.03(b) or 312.03(c). 

Similarly, Section 312.03(c) of the 

Manual requires listed issuers to obtain 

shareholder approval prior to the 

issuance of common stock, or of 

securities convertible into or exercisable 

for common stock, in any transaction or 

series of related transactions if: 

(1) The common stock has, or will 

have upon issuance, voting power equal 

to or in excess of 20 percent of the 

voting power outstanding before the 

issuance of such stock or of securities 

convertible into or exercisable for 

common stock; or 

(2) the number of shares of common 

stock to be issued is, or will be upon 

issuance, equal to or in excess of 20 

percent of the number of shares of 

common stock outstanding before the 

issuance of the common stock or of 

securities convertible into or exercisable 

for common stock. 

The Exchange proposes to exempt 

closed end management companies that 

are registered under the Investment 

Company Act of 1940 (‘‘1940 Act’’) 6

(consisting of closed-end funds listed 

under Section 102.04.A. and business 

development companies listed under 

Section 102.04.B) (collectively, 

‘‘Funds’’), from having to comply with 

the shareholder approval requirement in 

Sections 312.03(b) and (c) in connection 

with the acquisition of the stock or 

assets of an affiliated registered 

investment company in a transaction 

that complies with Rule 17a–8 under 

the 1940 Act (Mergers of affiliated 

companies) (‘‘Rule 17a–8’’) 7 and does 

not otherwise require shareholder 

approval under the 1940 Act or the rules 

thereunder or any other Exchange rule. 

As described below, the Exchange 

believes Rule 17a–8 provides 

protections that obviate the need for a 

shareholder approval requirement in 

these circumstances. 

Sections 17(a)(1) and (2) of the 1940 

Act prohibit, among other things, 

certain transactions between registered 

investment companies and affiliated 

persons. Rule 17a–8 provides an 

exemption from Sections 17(a)(1)–(2) of 

the 1940 Act for certain mergers of 

affiliated companies, provided, among 

other things, that the board of directors 

of each investment company, including 

a majority of the directors that are not 

interested persons of the respective 

investment company or of any other 

company or series participating in the 

transaction, must determine that (i) 

participation in the merger is in the best 

interests of its respective investment 

company, and (ii) the interests of the 

company’s existing shareholders will 

not be diluted as a result of the 

transaction.8 In addition, under Rule 

17a–8, an affiliated merger must be 

approved by a majority of the 

outstanding voting securities of the 

merging company that is not the 

surviving company unless certain 

conditions are met.9 Rule 17a–8 does 

not require the surviving company to 

obtain shareholder approval in 

connection with the merger of an 

affiliated company. 

Because the board of each merging 

company must make an affirmative 

decision that the transaction is in the 

best interest of its respective company 

and that the transaction will not result 

in dilution for existing shareholders, the 

Exchange believes the provisions of 

Rule 17a–8 protect against dilution and 

also provide safeguards for existing 

shareholders when the transaction 

involves a director, officer, or 

substantial shareholder of the listed 

company that has a significant interest 

in the company or assets to be acquired 

or the consideration to be paid and 

therefore may benefit from the 

transaction. The Exchange therefore 

believes that it is appropriate to exempt 

issuers of Funds from having to comply 

with the shareholder approval 

requirement in Section 312.03(c) in 

connection with the acquisition of the 

stock or assets of an affiliated registered 

investment company in a transaction 

that complies with Rule 17a–8, which 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 14591 

10See Investment Company Act Release No. 

25666, 67 FR 48511 (July 24, 2002) at n. 18. 

11 15 U.S.C. 78f(b)(5). 

12The Exchange does not currently have any 

listed companies that are registered under the 

Investment Company Act other than closed-end 

funds and business development companies listed 

under Section 102.04. 

can be both time consuming and 

expensive. 

Notwithstanding the proposed 

exemption, if other provisions of 

Exchange rules and the 1940 Act and 

the rules thereunder require shareholder 

approval, those would still apply. The 

Exchange also notes that the adopting 

release for Rule 17a–8 specifically noted 

that nothing in Rule 17a–8 relieves a 

fund of its obligation to obtain 

shareholder approval as may be 

required by state law or a fund’s 

organizational documents.10

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b)(5) of the Act,11 in that it is 

designed 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 and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that the 

proposed amendment is consistent with 

the protection of investors, as 

protections afforded by Rule 17a–8 

mean that (i) there is no risk of dilution 

to existing shareholders as a result of an 

issuance of shares by a Fund in 

connection with the acquisition of the 

stock or assets of an affiliated company, 

and (ii) there is a reduced risk of 

disenfranchisement of existing 

shareholders as a result of a Rule 17a– 

8-compliant transaction that involves a 

director, officer, or substantial 

shareholder of the listed company that 

has a significant interest in the company 

or assets to be acquired or the 

consideration to be paid. Because the 

board of each merging company must 

make an affirmative determination that 

the transaction is in the best interest of 

its investment company and that the 

transaction will not result in dilution for 

existing shareholders, there is reduced 

concern the existing shareholders will 

be disenfranchised as a result of the 

Exchange’s proposed exemption. 

The Exchange further believes its 

proposal is consistent with the 

protection of investors because its 

proposal is limited to registered 

investment companies that are 

organized under the 1940 Act. In the 

case of a merger of affiliated investment 

companies, the board of directors of 

each investment company, including a 

majority of the directors that are not 

interested persons of the respective 

investment company, must affirmatively 

determine that (i) participation in the 

merger is in the best interest of their 

respective investment company, and (ii) 

the interests of their shareholders will 

not be diluted as a result of the 

transaction. To the Exchange’s 

knowledge, the shares of the surviving 

Fund in a merger of affiliated Funds are 

generally issued at a price equal to the 

surviving Fund’s net asset value, 

thereby ensuring that the transaction is 

not dilutive to the surviving Fund’s 

shareholders. The Exchange 

understands that this exchange ratio is 

publicly disclosed in the proxy 

statement soliciting proxies from the 

acquired Fund’s shareholders, as well as 

in other disclosure documents. As 

described above, if the shares in such a 

merger are issued at any price other 

than net asset value, in order to rely on 

Rule 17a–8, the board of directors of the 

surviving Fund would nonetheless be 

required to make an affirmative 

determination that such price was not 

dilutive to the interests of its existing 

shareholders. Consequently, the 

Exchange believes that the proposed 

exemption would not result in issuances 

that are dilutive to the shareholders of 

the surviving Fund. 

The Exchange notes that while 

shareholders of the non-surviving 

company must approve the merger 

under certain circumstances, Rule 17a– 

8 does not require the shareholders of 

the surviving company to approve the 

transaction. Accordingly, the Exchange 

believes it is appropriate to exempt 

Funds from the requirements of 

Sections 312.03(b) and (c) in this same 

limited circumstance. 

Notwithstanding the proposed 

exemption described above, the 

Exchange notes that other provisions of 

Exchange rules or the 1940 Act and the 

rules thereunder may require 

shareholder approval and will still 

apply. In particular, the Exchange notes 

that the adopting release for Rule 17a– 

8 specifically noted that nothing in Rule 

17a–8 relieves a fund of its obligation to 

obtain shareholder approval as may be 

required by state law or a Fund’s 

organizational documents. 

The Exchange believes it is not 

unfairly discriminatory to offer the 

exemption only to Funds completing a 

merger with an affiliated registered 

investment company, as opposed to all 

issuers, because the protections against 

dilution and self-dealing described 

herein are embedded in the 1940 Act 

and do not apply to those other 

issuers.12

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 amendment would offer 

Funds a limited exemption for the 

Exchange’s shareholder approval rule in 

a specific circumstance where the 

Exchange believes there is a low risk of 

dilution to existing shareholders. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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, as modified by Amendment No. 

1, 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–2022–11 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 


khammond on DSKJM1Z7X2PROD with NOTICES
14592 Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 

13 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. 94053 

(January 25, 2022), 87 FR 4982. 

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

5 Id. 

6 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92344 

(July 7, 2021), 86 FR 36841 (‘‘Notice’’). Comments 

received on the proposal are available on the 

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

comments/sr-nasdaq-2021-054/ 

srnasdaq2021054.htm. 

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

5See Securities Exchange Act Release No. 92751, 

86 FR 48780 (August 31, 2021). The Commission 

designated October 11, 2021 as the date by which 

the Commission shall approve or disapprove, or 

institute proceedings to determine whether to 

approve or disapprove, the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93219, 

86 FR 55664 (October 6, 2021) (‘‘OIP’’). 

8See Securities Exchange Act Release No. 93891, 

87 FR 998 (January 7, 2022). 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2022–11. 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–2022–11 and should 

be submitted on or before April 5, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05371 Filed 3–14–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94392; File No. SR–NYSE– 

2022–04] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To Amend Rules 5P, 

5.2(j)(8)(e), 8P, and 98 

March 9, 2022. 

On January 14, 2022, New York Stock 

Exchange LLC (‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

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

19b–4 thereunder,2 a proposed rule 

change to permit the listing and trading 

of certain exchange traded products that 

include in their portfolios a NMS Stock 

listed on the Exchange, or that are based 

on or represent an interest in an 

underlying index or reference asset that 

includes a NMS Stock listed on the 

Exchange. The proposed rule change 

was published for comment in the 

Federal Register on January 31, 2022.3

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding, or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is March 17, 2022. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change. The 

Commission finds it appropriate to 

designate a longer period within which 

to take action on the proposed rule 

change so that it has sufficient time to 

consider the proposed rule change. 

Accordingly, pursuant to Section 

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

designates May 1, 2022 as the date by 

which the Commission shall either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–NYSE–2022–04). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05370 Filed 3–14–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94389; File No. SR– 

NASDAQ–2021–054] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Disapproving a Proposed Rule Change 

To Modify Nasdaq IM–5101–2 To 

Permit an Acquisition Company To 

Contribute a Portion of Its Deposit 

Account to Another Entity in a Spin-Off 

or Similar Corporate Transaction 

March 9, 2022. 

I. Introduction 

On June 24, 2021, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’ or 

‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

modify Nasdaq IM–5101–2 to permit an 

acquisition company to contribute a 

portion of the amount held in its deposit 

account to a deposit account of a new 

acquisition company in a spin-off or 

similar corporate transaction. The 

proposed rule change was published for 

comment in the Federal Register on July 

13, 2021.3

On August 25, 2021, pursuant to 

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

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to disapprove the 

proposed rule change.5 On September 

30, 2021, the Commission instituted 

proceedings under Section 19(b)(2)(B) of 

the Act 6 to determine whether to 

approve or disapprove the proposed 

rule change.7 On January 3, 2022, the 

Commission extended the period for 

consideration of the proposed rule 

change to March 10, 2022.8


khammond on DSKJM1Z7X2PROD with NOTICES