16518 Federal Register / Vol. 87, No. 56 / Wednesday, March 23, 2022 / Notices 

35 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. 93789 

(December 15, 2021), 86 FR 72293 (‘‘Notice’’). 

4See Securities Exchange Act Release No. 94145, 

87 FR 7521 (February 9, 2022) (extending the time 

period to March 21, 2022). 

5The term ‘‘Company’’ means the issuer of a 

security listed or applying to list on Nasdaq. See 

Nasdaq Rule 5005(a)(6). 

6For purposes of this filing, Nasdaq’s rules 

identify deficiencies for which an already listed 

Company may submit a plan of compliance (Nasdaq 

Rule 5815(c)(2)); and deficiencies for which the 

Nasdaq Rules provide a specified cure or 

compliance period (Nasdaq Rule 5815(c)(3)). While 

the Rule 5800 rule series also addresses denials of 

listing for not meeting listing standards, the rule 

proposal considered herein concerns Companies 

that are already listed and fail to meet the 

continued listing standards. 

7The term ‘‘Staff’’ refers to the employees of the 

Listing Qualifications Department. See Nasdaq Rule 

5805(g). The ‘‘Listing Qualifications Department’’ is 

the department of Nasdaq responsible for Company 

compliance with quantitative and qualitative listing 

standards and determining eligibility for initial and 

continued listing of a Company’s securities. See 

Nasdaq Rule 5805(f). 

8See Notice, supra note 3, at 72293. 

9See Rule 5810(c)(2)(E). 

10See Rule 5810(c)(3). 

11See Rule 5810(c)(1). 

12A ‘‘Staff Delisting Determination’’ or ‘‘Delisting 

Determination’’ is a written determination by the 

Listing Qualifications Department to delist a listed 

Company’s securities for failure to meet a continued 

listing standard. See Nasdaq Rule 5805(h). 

13The ‘‘Hearings Panel’’ is an independent panel 

made up of at least two persons who are not 

employees or otherwise affiliated with Nasdaq or its 

affiliates, and who have been authorized by the 

Nasdaq Board of Directors. See Nasdaq Rule 

5805(d). 

14Pursuant to Nasdaq Rule 5815(c)(1)(A), when 

the Hearings Panel review is of a deficiency related 

to continued listing standards, the Hearings Panel 

may, where it deems appropriate grant an exception 

to the continued listing standards for a period not 

to exceed 180 days from the date of the Staff 

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– 

IEX–2022–01 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–IEX–2022–01. 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–IEX–2022–01 and should 

be submitted on or before April 13, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.35

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06089 Filed 3–22–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94450; File No. SR– 

NASDAQ–2021–099] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Approving Proposed Rule Change To 

Amend Nasdaq Rule 5815(d)(4) 

Regarding the Use of a Hearings Panel 

Monitor Following a Compliance 

Determination by a Nasdaq Listings 

Qualification Hearings Panel 

March 17, 2022. 

I. Introduction 

On December 10, 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’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend Nasdaq Rule 5815(d)(4) 

regarding the use of a Hearings Panel 

Monitor following a compliance 

determination by a Nasdaq Listings 

Qualification Hearings Panel. The 

proposed rule change was published for 

comment in the Federal Register on 

December 21, 2021.3 On February 3, 

2022, the Commission extended the 

time period within which to approve 

the proposed rule change, disapprove 

the proposed rule change, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change.4 The Commission received 

no comments on the proposed rule 

change. This order approves the 

proposed rule change. 

II. Description of the Proposal 

The Nasdaq Rule 5300, 5400, and 

5500 series set forth the initial listing 

requirements for a Company 5 seeking to 

list, as well as continued listing 

requirements that apply to a Company 

once listed on, the Nasdaq Global Select 

Market, Nasdaq Global Market and 

Nasdaq Capital Market, respectively. 

The Nasdaq Rule 5800 series contains 

the rules and procedures applicable to 

a Company that does not meet the 

listing standards outlined in the Nasdaq 

Rule 5000 series and thus is ‘‘deficient’’ 

with respect to a listing standard.6 In 

this circumstance, staff from the Listings 

Qualifications Department 7 (‘‘Staff’’) 

will issue a notification informing the 

Company of the deficiency. According 

to Nasdaq, where allowed by Nasdaq’s 

rules, Staff’s notification may provide 

for a cure or compliance period or allow 

the company to submit a plan of 

compliance for Staff to review.8

Companies that do not regain 

compliance within any time frame 

permitted by Staff under a plan of 

compliance,9 that do not regain 

compliance within the specified cure or 

compliance period,10 or that has a 

deficiency type that unless appealed 

subjects the Company to immediate 

suspension and delisting 11 will be 

issued a Staff Delisting Determination 12

and may request that a Hearings Panel 13

(‘‘Hearings Panel’’) review such 

determination. If it deems appropriate, 

the Hearings Panel may grant an 

exception (‘‘exception’’) to the 

continued listing standard with respect 

to the deficiency.14 However, where a 


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Federal Register / Vol. 87, No. 56 / Wednesday, March 23, 2022 / Notices 16519 

Delisting Determination with respect to the 

deficiency for which the exception is granted. See 

Nasdaq Rule 5815(c)(1)(A). 

15See Notice, supra note 3, at 72293. 

16See Notice, supra note 3, at 72293. 

17Nasdaq states that this provision limits the 

grounds for an immediate Delisting Determination 

to a recurrence of the initial deficiency in the three 

enumerated areas in the rule that gave rise to the 

previous hearing before the Hearings Panel. See 

Notice, supra note 3, at 72293–4. 

18See Id. at 72294. The Exchange added that it 

is not aware of the reason for the original language 

in Nasdaq Rule 5815(d)(4)(B) stating the rule would 

not call for a Panel Monitor. Id. at n. 6. 

19See Notice, supra note 3, at 72294. 

20 Id. The rule provisions stating that the Listing 

Qualification Department cannot grant additional 

time for the Company to regain compliance will 

remain in Rule 5815(d)(A) and (B). 

Company has previously been deficient 

with a listing standard but has regained 

compliance pursuant to an exception 

granted by the Hearings Panel, under 

certain circumstances, Nasdaq states 

that its rules do not allow a Company 

the opportunity to submit a plan to 

regain compliance or provide for a cure 

or compliance period in the event that 

the Company incurs another deficiency 

within one year of the prior deficiency. 

In these circumstances, Nasdaq Rules 

5815(d)(4)(A) or (B) would apply.15

According to the Exchange, both 

Nasdaq Rules 5815(d)(4)(A) and (B) set 

forth the process by which Staff will 

issue a Staff Delisting Determination for 

a Company that fails to maintain 

compliance with one or more listing 

standards within one year of having 

regained compliance pursuant to an 

exception granted by a Hearings 

Panel.16 Currently, Nasdaq Rule 

5815(d)(4)(A), entitled ‘‘Hearings Panel 

Monitor,’’ provides, in part, that a 

Hearings Panel has discretion to 

monitor a Company (i.e., subject the 

Company to a ‘‘Hearings Panel 

Monitor’’) for a period of up to one year 

after the date the Company regains 

compliance with a listing standard if it 

concludes that there is a likelihood that 

such Company will fail to maintain 

compliance with one or more listing 

standards during that period (including 

requirements with which the Company 

was not previously deficient). During 

this one-year period in which the 

Company is under a Hearings Panel 

Monitor, Staff will monitor the 

Company to confirm compliance with 

all listing standards. If Staff identifies a 

deficiency with any listing standard for 

a Company being monitored under 

Nasdaq Rule 5815(d)(4)(A), Nasdaq 

states that Staff may not provide the 

Company with a cure or compliance 

period, nor the opportunity to submit a 

plan to regain compliance with the 

deficiency; instead, Staff will issue a 

Staff Delisting Determination for the 

Company. 

Nasdaq Rule 5815(d)(4)(B) currently 

states ‘‘[i]f a Hearings Panel has not 

opted to monitor a Company that has 

regained compliance with the listing 

standards requiring the Company to 

maintain certain levels of stockholders’ 

equity, to timely file periodic reports, or 

with the bid price requirement where 

the Company was ineligible for a 

compliance period under Rule 

5810(c)(3)(A)(iii) or (iv) and within oneyear of the date the Company regained 

compliance with such listing standard, 

the Listing Qualifications Department 

finds the Company again out of 

compliance with the requirement that 

was the subject of the exception, then, 

notwithstanding Rule 5810(c)(2), the 

Listing Qualifications Department will 

not allow the Company to provide it 

with a plan of compliance or grant 

additional time for the Company to 

regain compliance. Rather, the Listing 

Qualifications Department will 

promptly issue a Staff Delisting 

Determination, and the Company may 

request review by a Hearings Panel. The 

Hearings Panel will consider the 

Company’s compliance history when 

rendering its Decision.’’ 17 According to 

the Exchange, while entitled ‘‘No 

Hearings Panel Monitor’’, paragraph (B) 

of Nasdaq Rule 5815(d)(4) amounts to 

what is in effect a mandatory Hearings 

Panel Monitor.18

The Exchange has proposed to clarify 

Nasdaq Rule 5815(d)(4) in several ways. 

First, the Exchange proposes to clarify 

that the use of a Hearings Panel Monitor 

is discretionary if a Company qualifies 

for monitoring under Nasdaq Rule 

5815(d)(4)(A), but the use of a Hearings 

Panel Monitor is mandatory if a 

Company qualifies for monitoring under 

Nasdaq Rule 5815(d)(4)(B). Specifically, 

the Exchange proposes to modify 

Nasdaq Rule 5815(d)(4)(A) by adding 

the word ‘‘Discretionary’’ to the heading 

of Nasdaq Rule 5815(d)(4)(A) to make 

clear that the Hearings Panel Monitor 

under that provision is discretionary, 

and to retitle Nasdaq Rule 5815(d)(4)(B) 

to ‘‘Mandatory Hearings Panel’’ to make 

clear that a Hearings Panel Monitor 

under that provision is mandatory. In 

addition, the Exchange proposes to 

further modify Nasdaq Rule 

5815(d)(4)(B) to make explicit the 

mandatory nature of appointing a 

Hearings Panel Monitor by stating in the 

rule that after having been granted an 

exception to the requirement to 

maintain certain levels of stockholders’ 

equity, to timely file periodic reports, or 

with the bid price requirement where 

the Company was ineligible for a 

compliance period under Nasdaq Rule 

5810(c)(3)(A)(iii) or (iv), a ‘‘Hearings 

Panel will impose a Hearings Panel 

Monitor for a period of one year from 

the date the company regains 

compliance’’ with those three specific 

listing requirements in Rule 

5815(d)(4)(B). 

The Exchange proposes to further 

clarify Nasdaq Rules 5815(d)(4)(A) and 

(B) by amending those rules to clearly 

state that under both paragraphs (A) and 

(B) of the rule, if a Company falls out 

of compliance with the listing standard 

deficiency that was the subject of the 

exception granted by the Listing 

Qualifications Department during the 

one-year monitoring period, the 

Company will not be afforded an 

applicable cure or compliance period 

pursuant to Nasdaq Rule 5810(c)(3), nor 

as currently provided by the rule be 

permitted to provide the Listing 

Qualifications Department with a plan 

of compliance under Nasdaq Rule 

5810(c)(2). The Exchange represented 

that while the original language in both 

Nasdaq Rule 5815(d)(4)(A) and (B) 

included language regarding Staff’s 

inability to afford a Company under a 

Hearings Panel Monitor a cure or 

compliance period, the current rules do 

not specifically include a reference to 

Nasdaq Rule 5810(c)(3) itself.19 The 

Exchange believes that adding a specific 

reference to Nasdaq Rule 5810(c)(3) will 

remove any potential confusion 

regarding this point.20

The Exchange also proposes to add a 

new paragraph (C) to Nasdaq Rule 

5815(d)(4), which will set out the 

procedures for a Hearings Panel Monitor 

that is appointed under either 

paragraphs (A) or (B) of Nasdaq Rule 

5815(d)(4), in the event the Company 

receives a Staff Delisting Determination 

during the one-year monitoring period. 

Pursuant to proposed Nasdaq Rule 

5815(d)(4)(C), if a Company receives a 

Staff Delisting Determination during the 

one-year period under paragraph 

(d)(4)(A) or (B) of Nasdaq Rule 

5815(d)(4), the Company may request 

review by a Hearings Panel. Unless 

subparagraph (C) indicates otherwise, 

the hearing will be conducted in 

accordance with the procedures 

outlined in Nasdaq Rule 5815. Upon a 

request for a hearing by the Company, 

the Hearings Department will promptly 

schedule a new hearing with the initial 

Hearings Panel or a newly convened 

Hearings Panel if the initial Hearings 

Panel is unavailable. The hearing may 

be oral or written, at the Company’s 

election and the Hearings Panel will 

consider the Company’s compliance 


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21 Id. The Exchange also represents that 

historically the Hearings Department has not 

immediately scheduled a new hearing for a 

Company under a Panel Monitor that has received 

a Delisting Determination from Staff. According to 

the Exchange, a new hearing would not be 

scheduled until the Company in question had 

requested an appeal from the Delisting 

Determination. The Exchange states that the 

proposed rule change will simply codify the 

existing practice of the Hearings Department. Id. at 

n. 7. In addition, the Exchange described other 

existing inconsistencies between paragraphs (A) 

and (B) of Rule 5815(d)(4), but states that each of 

the provisions will apply to both 5815(c)(4)(A) and 

(B) through the implementation of proposed Rule 

5815(d)(4)(C). See Id. at n. 8. 

22 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). 

23 15 U.S.C. 78f(b)(5). 24See Notice, supra note 3, at 72294. 25 Id. 

history when rendering its decision. If 

the Company does not request review of 

the Staff Delisting Determination, then 

proposed Nasdaq Rule 5815(d)(4)(C) 

provides that the Company’s securities 

will be suspended. The Exchange stated 

that as revised, Nasdaq Rule 

5815(d)(4)(C) also will correct the 

erroneous inclusion of language in the 

current rule which could allow the 

Hearings Department to promptly 

schedule a hearing without first 

receiving a request for appeal from the 

Company.21

III. Discussion and Commission 

Findings 

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.22 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,23 which requires, 

among other things, that the rules of a 

national securities 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 

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 are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In addition, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(7) of the Act, which 

requires, among other things, that the 

rules of a national securities exchange 

provide a fair procedure for the 

prohibition or limitation by the 

exchange of any person with respect to 

access to services offered by the 

exchange. 

The Exchange proposes to clarify 

when a Hearings Panel Monitor is 

discretionary or mandatory under 

paragraphs (A) and (B) of Nasdaq Rule 

5815(d)(4) by adding the specific terms 

‘‘Discretionary’’ and ‘‘Mandatory’’ to the 

title of Nasdaq Rule 5815(d)(4)(A) and 

(B), respectively. The Commission notes 

that Nasdaq Rule 5815(d)(4)(B) is 

currently titled ‘‘No Hearings Panel 

Monitor’’; despite this current title, and 

the current rule language, the Exchange 

represented that ‘‘the rule itself actually 

outlines a process of a mandatory 

Hearings Panel Monitor.’’ 24 In this 

regard, the Commission believes that the 

proposed rule change will provide 

necessary clarity to the rule by 

correcting the inaccurate title to the 

rule, given that Nasdaq has stated that 

in effect paragraph (B) sets forth a 

mandatory Hearings Panel Monitor 

process. The Exchange has also 

proposed to make clear when a Hearings 

Panel will be mandatory by stating 

explicitly in Nasdaq Rule 

5815(d)(4)(B)—but not in Nasdaq Rule 

5815(d)(4)(A), which is a discretionary 

process—that a Hearings Panel will 

impose a Hearings Panel Monitor for a 

period of one year from the date the 

Company regains compliance with the 

listing standards relating to maintaining 

certain levels of stockholders’ equity, to 

timely file periodic reports, or with the 

bid price requirement where the 

Company was ineligible for a 

compliance period under Nasdaq Rule 

5810(c)(3)(A)(iii) or (iv), following an 

exception that was granted by a 

Hearings Panel. The Commission 

believes that these changes to Nasdaq 

Rule 5815(d)(4)(A) and (B) will help 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system and 

protect investors and the public interest 

by removing any confusion or ambiguity 

about when a Hearings Panel Monitor 

will be discretionary or mandatory. 

The Exchange also proposes to clarify 

that if a Company falls out of 

compliance with the listing standard 

deficiency that was the subject of the 

exception granted by the Listing 

Qualifications Department during the 

one-year monitoring period under either 

Nasdaq Rule 5815(d)(4)(A) or (B), the 

Company will not be afforded an 

applicable cure or compliance period 

pursuant to Nasdaq Rule 5810(c)(3). The 

current rule language states that the 

Company will not be permitted to 

provide the Listing Qualifications 

Department with a plan of compliance 

notwithstanding Nasdaq Rule 5810(c)(2) 

and that the Company cannot be granted 

any additional time to regain 

compliance. While the current rule does 

prohibit any extension of time, the 

Exchange stated that specifically 

referencing Rule 5810(c)(3) will avoid 

any potential confusion.25 The 

Commission believes that the proposed 

change should help to avoid any 

potential confusion by making clear that 

a Company cannot receive any 

extension of time, including by being 

afforded an applicable cure or 

compliance period pursuant to Nasdaq 

Rule 5810(c)(3), and as the rule 

currently states, by submitting a plan of 

compliance under Nasdaq 5810(c)(2). 

Additionally, because the current text of 

the rules prohibit any additional time to 

regain compliance, the Commission 

believes that adding an explicit 

reference to Nasdaq Rule 5810(c)(3) in 

Nasdaq Rule 5815(d)(4)(A) and (B) is 

consistent with the Act because it will 

clarify and provide transparency on the 

specific provisions in Rule 5810 that are 

not available to a Company when a 

deficiency occurs during the one year 

monitoring period. 

Finally, the Exchange proposed to 

create a new paragraph (C) to Nasdaq 

Rule 5815(d)(4) which will outline how 

a Company may seek an appeal of a 

Staff Delisting Determination. Pursuant 

to the Rule, if a Company receives a 

Staff Delisting Determination during a 

one-year Hearings Panel Monitor under 

Nasdaq Rule 5815 (d)(4)(A) or (B), the 

Company may request review by a 

Hearings Panel. The Hearings 

Department will schedule a hearing 

with the original Hearings Panel or a 

new Hearings Panel if the original 

Hearings Panel is unavailable, the 

hearing may be written or oral, and the 

Hearings Panel will consider the 

Company’s compliance history when 

rendering its decision. Nasdaq Rule 

5815(d)(4)(C) also provides that unless 

specifically addressed in the Rule, the 

procedures for requesting and preparing 

for a review by a Hearings Panel will 

continue to be governed by Nasdaq Rule 

5815. The Commission believes that it is 

consistent with the Act to combine the 

procedures that a Company must follow 

to request a hearing after receiving a 

Staff Delisting Determination into one 

paragraph of Nasdaq Rule 5815(d)(4). 

Currently, the procedures for requesting 

a hearing following a Staff Delisting 

Determination are set forth in either or 

both paragraphs (A) and (B) of Rule 

5815(d)(4). While both paragraphs 

address such hearings, the differences in 

the description of and procedures for 


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26The Commission notes that this is referring to 

both initial and continued listing standards. 

27 In addition, once a security has been approved 

for initial listing, maintenance criteria allow an 

exchange to monitor the status and trading 

characteristics of that issue to ensure that it 

continues to meet the exchange’s standards for 

market depth and liquidity so that fair and orderly 

markets can be maintained. See, e.g., Securities 

Exchange Act Release Nos. 82627 (Feb. 2, 2018), 3 

FR 5650, 5653, n.53 (Feb. 8, 2018) (SR–NYSE– 

2017–30); 81856 (Oct. 11, 2017), 82 FR 48296, 

48298 (Oct. 17, 2017) (SR–NYSE–2017–31); 81079 

(July 5, 2017), 82 FR 32022, 32023 (July 11, 2017) 

(SR–NYSE–2017–11). The Commission has stated 

that adequate listing standards, by promoting fair 

and orderly markets, are consistent with Section 

6(b)(5) of the Act, in that they are, among other 

things, designed to prevent fraudulent and 

manipulative acts and practices, promote just and 

equitable principles of trade, and protect investors 

and the public interest. See, e.g., Securities 

Exchange Act Release Nos. 82627 (Feb. 2, 2018), 3 

FR 5650, 5653, n.53 (Feb. 8, 2018) (SR–NYSE– 

2017–30); 87648 (Dec. 3, 2019), 84 FR 67308, 67314, 

n.42 (Dec. 9, 2019) (SR–NASDAQ–2019–059); 

88716 (Apr. 21, 2020), 85 FR 23393, 23395, n.22 

(Apr. 27, 2020) (SR–NASDAQ–2020–001). 

28See, e.g., Securities Exchange Act Release Nos. 

65708 (Nov. 8, 2011), 76 FR 70799 (Nov. 15, 2011) 

(SR–NASDAQ–2011–073) (order approving a 

proposal to adopt additional listing requirements 

for companies applying to list after consummation 

of a ‘‘reverse merger’’ with a shell company), and 

57785 (May 6, 2008), 73 FR 27597 (May 13, 2008) 

(SR–NYSE–2018–17) (order approving a proposal to 

adopt new initial and continued listing standards 

to list securities of special purpose acquisition 

companies). 

29 15 U.S.C. 78s(b)(2). 

30 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. 34– 

94038 (January 24, 2022), 87 FR 4683 (January 28, 

2022) (order approving SR–Nasdaq–2021–40, as 

amended). 4The ‘‘Nasdaq Closing Cross’’ refers to Nasdaq’s 

process for determining the price at which it will 

execute orders at the close and for executing those 

orders, as set forth in Rule 4754. 5The ‘‘LULD Closing Cross’’ refers to Nasdaq’s 

modified process for determining the price at which 

Continued 

requesting and conducting such 

hearings between paragraphs (A) and (B) 

could lead to confusion. Therefore, the 

Commission believes that providing the 

same procedures for requesting and 

conducting a hearing under Rules 

5815(d)(4)(A) and (B) and consolidating 

these procedures into proposed 

paragraph (C) provides transparency 

and clarity to such hearings, and thus 

may help ensure that the Exchange’s 

rules do not permit unfair 

discrimination between issuers, and 

provides a fair procedure for review of 

a Staff Delisting Determination, 

consistent with the Act. 

As the Commission has previously 

noted, the development and 

enforcement of meaningful listing 

standards 26 for an exchange is of 

substantial importance to financial 

markets and the investing public. 

Among other things, listing standards 

provide the means for an exchange to 

screen issuers that seek to become 

listed, and to provide listed status only 

to those that are bona fide companies 

that have or will have sufficient public 

float, investor base, and trading interest 

likely to generate depth and liquidity 

sufficient to promote fair and orderly 

markets.27 Meaningful listing standards 

also are important given investor 

expectations regarding the nature of 

securities that have achieved an 

exchange listing, and the role of an 

exchange in overseeing its market and 

assuring compliance with its listing 

standards.28 Therefore it is important for 

exchanges to prevent companies that are 

deficient in their listing standards or 

that do not meet initial listing standards 

from remaining or becoming listed on 

an exchange. Clarifying the rules and 

procedures for appeal where a listed 

Company has recurrent deficiencies so 

is under a Hearings Panel Monitor and 

cannot avail itself of additional time to 

demonstrate compliance, should further 

investor protection under Section 

6(b)(5) of the Act by helping to 

eliminate potential confusion about the 

application of Rule 5815(d)(4), while at 

the same time ensuring such Companies 

have a fair procedure for review 

consistent with Section 6(b)(7) of the 

Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,29 that the 

proposed rule change (SR–NASDAQ– 

2021–099) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06091 Filed 3–22–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94451; File No. SR– 

NASDAQ–2022–025] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Exchange’s Transaction Fees and 

Credits at Equity 7, Sections 114 and 

118 March 17, 2022 

March 17, 2022. 

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 March 9, 

2022, The Nasdaq Stock Market LLC 

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

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as 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 from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Exchange’s transaction credits at Equity 

7, Section 118, as described further 

below. 

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 

The purpose of the proposed rule 

change is to amend the Exchange’s 

schedule of fees and credits, at Equity 

7, Sections 114 and 118 to establish 

pricing for orders executed in the new 

Extended Trading Close or ‘‘ETC,’’ 

which the Commission approved earlier 

this year.3 The proposed fee will be 

effective coincident with the 

commencement of the ETC, which the 

Exchange intends to occur on March 7, 

2022. 

As set forth in Rule 4755, the 

Extended Trading Close will allow 

Participants an additional opportunity 

to access liquidity in Nasdaq-listed 

securities at the Nasdaq Official Closing 

Price for a five minute period of time 

after the Nasdaq Closing Cross 4 or the 

LULD Closing Cross,5 (collectively, the 


jspears on DSK121TN23PROD with NOTICES1