[Federal Register Volume 87, Number 57 (Thursday, March 24, 2022)]
[Notices]
[Pages 16800-16804]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-06186]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94465; File No. SR-LTSE-2021-08]


Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; 
Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To 
Modify and Expand the Package of Products and Services Provided to 
Companies and Clarify Existing Practice Under Rule 14.602

March 18, 2022.

I. Introduction

    On December 2, 2021, Long-Term Stock Exchange, Inc. (``LTSE'' 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 modify and expand the package of products and 
services provided to Companies and clarify existing practice under 
Exchange Rule 14.602 with respect to providing Company-specific web 
pages on the Exchange's website in connection with listing on the 
Exchange. The proposed rule change was published for comment in the 
Federal Register on December 21, 2021.\3\ On February 3, 2022, pursuant 
to Section 19(b)(2) of the Act,\4\ the

[[Page 16801]]

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 March 9, 2022, the Exchange filed Amendment No. 1 to the 
proposed rule change, which replaced and superseded the proposed rule 
change in its entirety.\6\ The Commission has received no comments on 
the proposed rule change. This order provides notice of the filing of 
Amendment No. 1 to the proposed rule change, and grants approval to the 
proposed rule change, as modified by Amendment No. 1, on an accelerated 
basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 93787 (December 15, 
2021), 86 FR 72296 (December 21, 2021) (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 94140 (January 19, 
2022), 87 FR 7521 (February 9, 2022). The Commission designated 
March 21, 2022, as the date by which the Commission shall approve or 
disapprove, or institute proceedings to determine whether to 
disapprove, the proposed rule change.
    \6\ In Amendment No. 1 to the proposed rule change, the 
Exchange: (i) Removed provisions related to a proposed optional 
credit for certain products and services utilized by Companies prior 
to listing on the Exchange; (ii) proposed timelines for Companies 
(whether newly or currently listed Companies) to exercise their 
option to request and commence receiving certain complimentary 
products and services offered by the Exchange; (iii) added 
justification for offering such products and services to currently 
listed Companies; and (iv) made minor technical changes to improve 
the clarity of the proposed rule change. Amendment No. 1 is 
available on the Commission's website at https://www.sec.gov/comments/sr-ltse-2021-08/srltse202108-20119645-272512.pdf.
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 1

    The Exchange proposes to modify and expand the package of products 
and services provided to Companies and clarify existing practice under 
Exchange Rule 14.602 with respect to providing Company-specific web 
pages on the Exchange's website in connection with listing on the 
Exchange.\7\
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    \7\ See Amendment No. 1, supra note 6, at 3. ``Company'' means 
the issuer of a security listed or applying to list on the Exchange. 
For purposes of Chapter 14 of the LTSE Rules, the term ``Company'' 
includes an issuer that is not incorporated, such as, for example, a 
limited partnership. See Exchange Rule 14.002(a)(5).
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    Currently, in connection with a Company's approval for listing, the 
Exchange offers complimentary promotional services (including press 
releases, articles, videos, and podcasts) and invites the Company to 
participate in listing ceremonies.\8\ According to LTSE, as part of 
these promotional services, the Exchange provides each listed Company 
with a dedicated section on the Exchange's website featuring 
information about the Company, including publicly available data and 
links to each Company's long-term policies.\9\ The Exchange first 
proposes to clarify under Exchange Rule 14.602 that such Company-
specific web pages are included as part of the Exchange's complimentary 
promotional services in connection with listing on the Exchange.\10\ 
The Exchange also proposes to offer these services on an ongoing basis 
to listed Companies at no charge, in a manner generally consistent with 
what was done at the time of initial listing.\11\ The Exchange states 
that these ongoing promotional services could be discontinued at the 
Company's discretion at any time.\12\ According to the Exchange, these 
services have a retail value of approximately $5,000 per year.\13\
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    \8\ See Exchange Rule 14.602; Amendment No. 1, supra note 6, at 
6-7. See also Release No. 91054 (February 3, 2021), 86 FR 8812 
(February 9, 2021) (SR-LTSE-2020-22) (Notice of Filing of Amendment 
No. 1 and Order Granting Accelerated Approval of a Proposed Rule 
Change, as Modified by Amendment No. 1, To Adopt Rule 14.602 Related 
to Promotional Services and Listing Ceremonies for Listed 
Companies). Each Company may elect whether or not to receive these 
services or whether or not to participate in any listing ceremonies. 
See Exchange Rule 14.602.
    \9\ See Amendment No. 1, supra note 6, at 6-7. Exchange Rule 
14.425(a) requires Companies to adopt and publish various ``Long-
Term Policies,'' which must be consistent with certain principles 
articulated in Exchange Rule 14.425(b). See id. at 9 n.12.
    \10\ See proposed Exchange Rule 14.602(a); Amendment No. 1, 
supra note 6, at 6-7.
    \11\ See proposed Exchange Rule 14.602(b); Amendment No. 1, 
supra note 6, at 6-7. According to the Exchange, as is the case with 
the current promotional services, all updates to Company-specific 
web pages on the Exchange's website would be managed by an 
affiliate, LTSE Services, Inc. (``LTSE Services''), subject to 
review and approval by the Exchange and the listed Company. See 
Amendment No. 1, supra note 6, at 5, 7.
    \12\ See Amendment No. 1, supra note 6, at 12.
    \13\ See id. at 7. The Exchange states that this retail value is 
based on market rate estimates by LTSE Services. See id. at 7 n.10.
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    Next, the Exchange proposes to provide each listed Company with 
complimentary ``Capital Market Reports'' on an ongoing basis.\14\ The 
Exchange states that these Capital Market Reports would provide 
tailored investor and capital markets insights and analytics that are 
relevant to each listed Company and its market sector, including a 
summary evaluation of the Company's current institutional investor base 
that provides specific metrics analyzing the Environmental, Social, and 
Governance (``ESG'') profile of each underlying institutional investor, 
and would highlight investor behavior and provide insights on their 
likely strategic priorities so that Companies can better understand 
their current status.\15\ The Capital Markets Reports would be issued 
periodically, at a minimum of one report and at most four reports each 
calendar year.\16\ The Exchange states that the Capital Markets Reports 
could be discontinued at the Company's discretion at any time.\17\ 
According to the Exchange, an annual subscription to the Capital 
Markets reports has a retail value of approximately $5,000 per year on 
a flat fee basis, regardless of the number of reports issued.\18\
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    \14\ See proposed Exchange Rule 14.602(b); Amendment No. 1, 
supra note 6, at 7. These Capital Markets Reports would be provided 
by LTSE Services. See Amendment No. 1, supra note 6, at 7.
    \15\ See Amendment No. 1, supra note 6, at 7-8.
    \16\ See id. at 7.
    \17\ See id. at 12.
    \18\ See id. at 8. The Exchange states that this retail value is 
based on market rate estimates by LTSE Services. See id. at 8 n.11.
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    Lastly, the Exchange proposes to provide each listed Company with 
up to one year of complimentary Capital Market Solutions (``CM 
Solutions'').\19\ According to the Exchange, CM Solutions has two 
components: (i) The Investor Alignment Solution; and (ii) the Long-Term 
Investor Platform (``LTIP'').\20\
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    \19\ See proposed Exchange Rule 14.602(b); Amendment No. 1, 
supra note 6, at 8. CM Solutions would be provided by LTSE Services. 
See id. Amendment No. 1, supra note 6, at 8.
    \20\ See id. Amendment No. 1, supra note 6, at 8.
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    The Exchange states that the Investor Alignment Solution would 
provide recipient Companies with detailed institutional investor 
analytics and insights into investor behavior to enable them to 
evaluate the behaviors of select investors and provide them with a 
deeper understanding of the ESG landscape and their positioning, with 
LTSE Services analyzing the ESG profile of institutional investors in 
order to understand and identify relevant sources of capital to aid the 
Company in honing and achieving strategic priorities, deploying a 
highly-experienced, multi-disciplinary team to support this long-term 
governance and capital markets strategy.\21\ According to the Exchange, 
the Investor Alignment Solution has a retail value of approximately 
$150,000 per year.\22\
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    \21\ See id. at 8-9.
    \22\ See id. at 9. The Exchange states this retail value 
reflects LTSE Services' current price list. See id. at 9 n.13.
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    The Exchange states that the LTIP is a platform that would provide 
listed Companies with a means to upload and effectively manage and use 
their registered shareholder data received from their transfer 
agent.\23\ Registered shareholders are listed directly on the records 
of an issuer or the issuer's

[[Page 16802]]

transfer agent under their own names.\24\ Because their ownership of 
shares is listed on records maintained by the issuer or its transfer 
agent, registered shareholders have a direct relationship with the 
issuer.\25\ Relatedly, Exchange Rule 14.208 requires that (subject to 
certain exceptions) all securities listed on the Exchange must be 
eligible for a ``Direct Registration Program'' operated by a clearing 
agency registered under Section 17A of the Act,\26\ defined as any 
program by a Company (directly or through its transfer agent) whereby a 
shareholder may have securities registered in the shareholder's name on 
the books of the Company or its transfer agent without the need for a 
physical certificate to evidence ownership.\27\ In this regard, the 
Exchange states that the primary means by which shareholders become 
registered shareholders is through the Direct Registration System 
(``DRS'') operated by the Depository Trust Company (``DTC'').\28\
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    \23\ See id. at 10.
    \24\ See Securities Exchange Act Release No. 76743 (December 22, 
2015), 80 FR 81947, 81957 (December 31, 2015) (File No. S7-27-15).
    \25\ See Securities Exchange Act Release No. 62495 (July 14, 
2010), 75 FR 42981, 42985 (June 22, 2010) (File No. S7-14-10).
    \26\ See Amendment No. 1, supra note 6, at 10.
    \27\ See Exchange Rule 14.002(a)(8).
    \28\ See Amendment No. 1, supra note 6, at 10.
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    According to the Exchange, the LTIP would allow Companies to more 
easily track, analyze, and utilize registered shareholder data in 
support of their investor relations, strategic initiatives, board 
review, and governance functions.\29\ As part of the LTIP, the Exchange 
states that LTSE Services would also assist Companies with methods of 
outreach to and education of existing or potential investors regarding 
the process for becoming a registered shareholder, including the need 
for an investor to work with their broker-dealer to complete a 
submission to the ``DRS Profile System'' maintained by the DTC.\30\ 
According to the Exchange, the LTIP has a retail value of approximately 
$150,000 per year if purchased on an individual basis.\31\
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    \29\ See id. at 10-11. The Exchange states that registered 
shareholder information in LTIP is proprietary to the Company and 
viewable only by the Company and its authorized agents. See id. at 
11 n.18.
    \30\ See id. at 11. The Exchange states that any outreach to 
existing or potential investors would be entirely at the discretion 
of the Company and would be conducted exclusively by the Company, 
and that no personnel from LTSE Services or the Exchange would have 
any role in communicating with investors on behalf of the Company. 
Based on customer demand, the LTIP would also provide a means for a 
Company to communicate with registered shareholders who choose to 
participate via the Company's LTIP account. See id. at 11 n.19.
    \31\ See id. at 11. The Exchange states that this retail value 
reflects LTSE Services' current price list. See id. at 11 n.20.
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    The Exchange proposes that newly and currently listed Companies 
would have the option of receiving CM Solutions on a complimentary 
basis for a continuous one-year term.\32\ A newly listed Company that 
wishes to receive the complimentary CM Solutions would be required to 
request and commence receiving the CM Solutions within 90 days of its 
initial listing date.\33\ A currently listed Company that wishes to 
receive the complimentary CM Solutions would be required to request and 
commence receiving the CM Solutions within 90 days of the effectiveness 
of this proposed rule change.\34\ The start date for the continuous 
complimentary one-year period for both newly and currently listed 
Companies would begin on the date of first use by a Company, subject to 
the 90-day periods noted above, as applicable.\35\ At the end of the 
one-year complimentary period for CM Solutions, Companies could choose 
to renew these services on a contractual basis with LTSE Services and 
pay for them in the regular course, or discontinue them.\36\ If a 
Company ceases to be listed on the Exchange, the complimentary CM 
Solutions would end as of the date of de-listing, even if less than a 
one-year period has elapsed.\37\
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    \32\ See proposed Exchange Rule 14.602(b)(2); Amendment No. 1, 
supra note 6, at 11. The Exchange states that Companies may elect to 
receive either the Investor Alignment Solution, the LTIP, or both 
during this complimentary one-year period. However, these services 
cannot be utilized during separate one-year periods on a 
complimentary basis. See Amendment No. 1, supra note 6, at 12.
    \33\ See proposed Exchange Rule 14.602(b)(2)(a); Amendment No. 
1, supra note 6, at 11.
    \34\ See proposed Exchange Rule 14.602(b)(2)(b); Amendment No. 
1, supra note 6, at 11.
    \35\ See proposed Exchange Rule 14.602(b)(2); Amendment No. 1, 
supra note 6, at 11.
    \36\ See Amendment No. 1, supra note 6, at 12.
    \37\ See id.
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    The Exchange states that Companies are not required to use the 
products and services proposed above as a condition of listing, and may 
choose not to avail themselves of any of these products and services or 
only a subset of them.\38\ If a listed Company chooses to discontinue 
receiving any of these products or services, the Exchange states that 
there would be no effect on the Company's continued listing on the 
Exchange.\39\ Moreover, the Exchange represents that no listed Company 
will be required to pay higher fees as a result of this proposed rule 
change; that providing the proposed products and services will have no 
impact on the resources available for the Exchange's regulatory 
programs; and that no confidential trading or regulatory information 
generated or received by the Exchange will be shared with LTSE Services 
or leveraged for the provision of its products and services.\40\
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    \38\ See id.
    \39\ See id.
    \40\ See id. at 12-13.
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III. Discussion and Commission Findings

    The Commission has carefully reviewed the proposed rule change, as 
modified by Amendment No. 1, and finds that it is consistent with the 
requirements of Section 6 of the Act.\41\ Specifically, the Commission 
finds that the proposal is consistent with Sections 6(b)(4) \42\ and 
6(b)(5) of the Act \43\ in particular, in that the proposed rule is 
designed to provide for the equitable allocation of reasonable dues, 
fees, and other charges among Exchange members, issuers, and other 
persons using the Exchange's facilities, and is not designed to permit 
unfair discrimination between customers, issuers, brokers, or dealers. 
Moreover, the Commission finds that the proposal is consistent with 
Section 6(b)(8) of the Act \44\ in that it does not impose any burden 
on competition not necessary or appropriate in furtherance of the 
purposes of the Act.
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    \41\ 15 U.S.C. 78f. 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).
    \42\ 15 U.S.C. 78f(b)(4).
    \43\ 15 U.S.C. 78f(b)(5).
    \44\ 15 U.S.C. 78f(b)(8).
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    The Exchange proposes to modify and expand the package of products 
and services provided to Companies and clarify existing practice under 
Exchange Rule 14.602 with respect to providing Company-specific web 
pages on the Exchange's website in connection with listing on the 
Exchange. The Commission believes that by describing and clarifying in 
its Rules the complimentary products and services available to listed 
Companies, the Exchange is adding greater transparency to its rules and 
the fees applicable to such Companies.\45\ This will help to ensure 
that individual listed Companies are not given specially negotiated 
packages of products and services to list

[[Page 16803]]

or remain listed that would raise unfair discrimination issues under 
the Act.
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    \45\ The Commission views complimentary products and services 
provided by exchanges to listed companies as a discount on the 
ultimate listing fees paid by such companies. See, e.g., Securities 
Exchange Act Release Nos. 91054 (February 3, 2021), 86 FR 8812 
(February 9, 2021) (order approving SR-LTSE-2020-22); 81872 (October 
13, 2017), 82 FR 48733 (October 19, 2017) (order approving SR-IEX-
2017-20); 65127 (August 12, 2011), 76 FR 51449 (August 18, 2011) 
(order approving SR-NYSE-2011-20); and 65963 (December 15, 2011), 76 
FR 79262 (December 21, 2011) (order approving SR-NASDAQ-2011-122).
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    Moreover, the Commission notes the Exchange's representations that 
the proposed complimentary products and services will be offered to all 
listed Companies on the same terms and conditions without 
differentiation.\46\ In this respect, the Commission notes that the 
Exchange would offer all currently and newly listed Companies 
complimentary periodic Capital Markets Reports and Company-specific web 
page updates on the Exchange's website on an ongoing basis.\47\ All 
currently and newly listed Companies would also be provided the same 
one-year term of complimentary CM Solutions to be utilized at their 
discretion, provided such complimentary services are requested and 
commenced within the 90-day periods noted above, as applicable.\48\ 
According to the Exchange, these 90-day opt-in periods for newly and 
currently listed Companies offer them sufficient flexibility and 
autonomy in requesting and commencing receiving CM Solutions.\49\ The 
Commission believes that these timeframes would provide only a short 
window of time to allow companies to avail themselves of these 
complimentary products and services, and notes that these timeframes 
would only be available to Companies that have already determined to 
list or are already listed on the Exchange.\50\ Accordingly, the 
Commission believes that the proposed rule change, as modified by 
Amendment No. 1, is consistent with the requirements of the Act and, in 
particular, that the services are equitably allocated among issuers 
consistent with Section 6(b)(4) of the Act,\51\ and the rule does not 
unfairly discriminate between issuers consistent with Section 6(b)(5) 
of the Act.\52\
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    \46\ See Amendment No. 1, supra note 6, at 15-16.
    \47\ See proposed Exchange Rule 14.602(b)(1).
    \48\ See Amendment No. 1, supra note 6, at 15.
    \49\ See id. at 11-12.
    \50\ The Commission expects the Exchange to track the start (and 
end) date of each free service.
    \51\ 15 U.S.C. 78f(b)(4).
    \52\ 15 U.S.C. 78f(b)(5).
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    The Commission also acknowledges that the Exchange is responding to 
competitive pressures in the market for listings in making this 
proposal. Specifically, according to LTSE, the Exchange expects to face 
competition as a new entrant in the market for exchange listings, and 
it believes the complimentary products and services that it proposes to 
offer to listed companies will facilitate LTSE's ability to attract and 
retain listings.\53\ In addition, the Exchange states that comparable 
complimentary products and services are already provided by other 
listing exchanges.\54\ Accordingly, the Commission believes that the 
proposed rule change, as modified by Amendment No. 1, reflects the 
current competitive environment for exchange listings among national 
securities exchanges, and is appropriate and consistent with Section 
6(b)(8) of the Act.\55\
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    \53\ See Amendment No. 1, supra note 6, at 13-15.
    \54\ See id. at 16-17. See also New York Stock Exchange LLC 
Listed Company Manual Section 907 and The Nasdaq Stock Market LLC 
Rule IM-5900-7.
    \55\ 15 U.S.C. 78f(b)(8).
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IV. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment No. 1 is consistent with the 
Act. Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#89fbfce5eca4eae6e4e4ece7fdfac9faeceaa7eee6ff"><span class="__cf_email__" data-cfemail="0371766f662e606c6e6e666d7770437066602d646c75">[email protected]</span></a>. Please include 
File No. SR-LTSE-2021-08 on the subject line.

Paper Comments

    <bullet> 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 No. SR-LTSE-2021-08. The file 
numbers 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 publicly available. All submissions 
should refer to File No. SR-LTSE-2021-08 and should be submitted on or 
before April 14, 2022.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of publication of notice of the amended proposal in the 
Federal Register. As discussed above, in Amendment No. 1, the Exchange: 
(i) Removed provisions related to a proposed optional credit for 
certain products and services utilized by Companies prior to listing on 
the Exchange; (ii) proposed timelines for Companies (whether newly or 
currently listed Companies) to exercise their option to request and 
commence receiving certain complimentary products and services offered 
by the Exchange; (iii) added justification for offering such products 
and services to currently listed Companies; and (iv) made minor 
technical changes to improve the clarity of the proposed rule change. 
The Commission believes that these changes will help to ensure that 
individual listed Companies are not given specially negotiated packages 
of products and services to list or remain listed, as well as to ensure 
that the services are equitably allocated among issuers consistent with 
Section 6(b)(4) of the Act \56\ and that the proposed rule change does 
not unfairly discriminate between issuers consistent with Section 
6(b)(5) of the Act.\57\ In addition, Amendment No. 1 does not alter any 
substantive provisions of the remaining parts of the proposed rule 
change from what is set forth in the Notice, which was subject to a 
full comment period. Accordingly, the Commission finds good cause, 
pursuant to Section 19(b)(2) of the Act,\58\ to approve the proposed 
rule change, as modified by Amendment No. 1, on an accelerated basis.
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    \56\ 15 U.S.C. 78f(b)(4).
    \57\ 15 U.S.C. 78f(b)(5).
    \58\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\59\ that the proposed rule change (SR-LTSE-2021-08), as modified 
by Amendment No. 1,

[[Page 16804]]

be, and hereby is, approved on an accelerated basis.
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    \59\ 15 U.S.C. 78s(b)(2).
    \60\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\60\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-06186 Filed 3-23-22; 8:45 am]
BILLING CODE 8011-01-P


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