16800 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

43 15 U.S.C. 78s(b)(2). 

44 Id. 

45 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. 94184 

(Feb. 8, 2022), 87 FR 8318. 

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. 93787 

(December 15, 2021), 86 FR 72296 (December 21, 

2021) (‘‘Notice’’). 

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

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–CboeBZX–2021–083 and 

should be submitted on or before April 

14, 2022. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 2 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 2, prior to 

the thirtieth day after the date of 

publication of notice of the filing of 

Amendment No. 2 in the Federal 

Register. According to the Exchange, 

Amendment No. 2 supplements the 

proposal by, among other things: (1) 

Providing additional detail and 

clarification regarding the Exchange’s 

current and proposed treatment of a 

Market Maker’s quoting obligations, (2) 

correcting an inadvertent error in the 

Exhibit 5, and (3) removing a 

superfluous provision in the Exhibit 5 to 

provide for additional clarity. The 

Commission believes that Amendment 

No. 2 provides additional accuracy and 

clarity to the proposal and does not 

raise any novel regulatory issues. 

Accordingly, the Commission finds 

good cause, pursuant to Section 19(b)(2) 

of the Act,43 to approve the proposed 

rule change, as modified by Amendment 

No. 2, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,44 that the 

proposed rule change (SR–CboeBZX– 

2021–083), as modified by Amendment 

No. 2 thereto, be, and it hereby is, 

approved on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.45

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06193 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94476; File No. SR– 

CboeBZX–2022–006] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To List and Trade Shares 

of the WisdomTree Bitcoin Trust Under 

BZX Rule 14.11(e)(4), CommodityBased Trust Shares 

March 18, 2022. 

On January 25, 2022, Cboe BZX 

Exchange, Inc. (‘‘BZX’’) 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 

list and trade shares of the WisdomTree 

Bitcoin Trust under BZX Rule 

14.11(e)(4), Commodity-Based Trust 

Shares. The proposed rule change was 

published for comment in the Federal 

Register on February 14, 2022.3 The 

Commission has received no comments 

on the proposed rule change. 

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 (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 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 31, 2022. 

The Commission is extending this 45- 

day time period. 

The Commission finds that it is 

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 and any comments 

received. Accordingly, pursuant to 

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

Commission designates May 15, 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–CboeBZX– 

2022–006). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06195 Filed 3–23–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94465; File No. SR–LTSE– 

2021–08] 

Self-Regulatory Organizations; LongTerm 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 


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5See 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. 

7See 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). 

8See 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. 

9See 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. 

10See proposed Exchange Rule 14.602(a); 

Amendment No. 1, supra note 6, at 6–7. 

11See 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 Companyspecific 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. 

12See Amendment No. 1, supra note 6, at 12. 

13See 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. 

14See 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. 

15See Amendment No. 1, supra note 6, at 7–8. 

16See id. at 7. 

17See id. at 12. 

18See 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. 

19See 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. 

20See id. Amendment No. 1, supra note 6, at 8. 

21See id. at 8–9. 

22See id. at 9. The Exchange states this retail 

value reflects LTSE Services’ current price list. See 

id. at 9 n.13. 

23See id. at 10. 

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. 

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

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 longterm 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

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

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

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 highlyexperienced, 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

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 


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24See Securities Exchange Act Release No. 76743 

(December 22, 2015), 80 FR 81947, 81957 

(December 31, 2015) (File No. S7–27–15). 25See Securities Exchange Act Release No. 62495 

(July 14, 2010), 75 FR 42981, 42985 (June 22, 2010) 

(File No. S7–14–10). 26See Amendment No. 1, supra note 6, at 10. 27See Exchange Rule 14.002(a)(8). 28See Amendment No. 1, supra note 6, at 10. 29See 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. 30See 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. 

31See id. at 11. The Exchange states that this 

retail value reflects LTSE Services’ current price 

list. See id. at 11 n.20. 

32See 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. 

33See proposed Exchange Rule 14.602(b)(2)(a); 

Amendment No. 1, supra note 6, at 11. 

34See proposed Exchange Rule 14.602(b)(2)(b); 

Amendment No. 1, supra note 6, at 11. 

35See proposed Exchange Rule 14.602(b)(2); 

Amendment No. 1, supra note 6, at 11. 

36See Amendment No. 1, supra note 6, at 12. 

37See id. 

38See id. 

39See id. 

40See id. at 12–13. 

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). 

45The 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). 

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

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 brokerdealer 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

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

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

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. 

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 


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46See Amendment No. 1, supra note 6, at 15–16. 47See proposed Exchange Rule 14.602(b)(1). 48See Amendment No. 1, supra note 6, at 15. 49See id. at 11–12. 50The 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). 

53See Amendment No. 1, supra note 6, at 13–15. 

54See 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). 

56 15 U.S.C. 78f(b)(4). 

57 15 U.S.C. 78f(b)(5). 

58 15 U.S.C. 78s(b)(2). 

59 15 U.S.C. 78s(b)(2). 

or remain listed that would raise unfair 

discrimination issues under the Act. 

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

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

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 

• 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 No. SR– 

LTSE–2021–08 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 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. 

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, 


khammond on DSKJM1Z7X2PROD with NOTICES
16804 Federal Register / Vol. 87, No. 57 / Thursday, March 24, 2022 / Notices 

60 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78c(a)(39). 

4FINRA By-Law Article I(ee) provides, ‘‘person 

associated with a member’’ or ‘‘associated person of 

a member’’ means: (1) A natural person who is 

registered or has applied for registration under the 

Rules of the Corporation; (2) a sole proprietor, 

partner, officer, director, or branch manager of a 

member, or other natural person occupying a 

similar status or performing similar functions, or a 

natural person engaged in the investment banking 

or securities business who is directly or indirectly 

controlling or controlled by a member, whether or 

not any such person is registered or exempt from 

registration with FINRA under these By-Laws or the 

Rules of the Corporation; and (3) for purposes of 

Rule 8210, any other person listed in Schedule A 

of Form BD of a member. 

5References to ‘‘Corporation’’ within FINRA ByLaw Article I(ee) were amended to ‘‘Exchange’’ and 

references to ‘‘By-Laws and Rules of FINRA’’ were 

amended to reference Nasdaq’s Rules. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

be, and hereby is, approved on an 

accelerated basis. 

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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94473; File No. SR– 

NASDAQ–2022–022] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

General 3, Rule 1002, Qualifications of 

Exchange Members and Associated 

Persons; Registration of Branch 

Offices and Designation of Office of 

Supervisory Jurisdiction 

March 18, 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 8, 

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 

General 3, Rule 1002, Qualifications of 

Exchange Members and Associated 

Persons; Registration of Branch Offices 

and Designation of Office of Supervisory 

Jurisdiction. 

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 Exchange proposes to amend 

General 3, Rule 1002, Qualifications of 

Exchange Members and Associated 

Persons; Registration of Branch Offices 

and Designation of Office of Supervisory 

Jurisdiction. Specifically, General 3, 

Rule 1002(b) provides for ineligibility of 

certain persons for Membership or 

Association. General 3, Rule 1002(b)(2) 

provides, 

Subject to such exceptions as may be 

explicitly provided elsewhere in the Rules, 

no person shall become associated with a 

Member, continue to be associated with a 

Member, or transfer association to another 

Member, if such person fails or ceases to 

satisfy the qualification requirements 

established by the Rules, or if such person is 

or becomes subject to a statutory 

disqualification; and no broker or dealer shall 

be admitted to membership, and no Member 

shall be continued in membership, if any 

person associated with it is ineligible to be 

an Associated Person under this subsection. 

For purposes of statutory 

disqualification, as such term is defined 

in Section 3(a)(39) of the Act,3 the 

Exchange proposes to specifically define 

the terms ‘‘person associated with a 

member’’ and ‘‘associated person’’ to 

align those terms with FINRA’s ByLaws. FINRA defines the terms ‘‘person 

associated with a member’’ or 

‘‘associated person of a member’’ at 

paragraph (ee) of Article I, Definitions, 

of those By-Laws.4 Nasdaq currently 

defines an ‘‘Associated Person’’ within 

General 3, Section 1011(b) to mean any 

partner, officer, director, or branch 

manager of a Member or Applicant (or 

person occupying a similar status or 

performing similar functions), any 

person directly or indirectly controlling, 

controlled by, or under common control 

with such Member or Applicant, or any 

employee of such Member or Applicant, 

except that any person associated with 

a Member or Applicant whose functions 

are solely clerical or ministerial shall 

not be included in the meaning of such 

term for purposes of the Rules. 

At this time, Nasdaq proposes to 

adopt FINRA’s definitions of ‘‘person 

associated with a member’’ and 

‘‘associated person’’ as provided within 

FINRA By-Law Article I(ee), for 

purposes of statutory disqualification, 

within new Nasdaq General 3, Rule 

1002(b)(2)(A). As proposed, General 3, 

Rule 1002(b)(2)(A) would provide, 

For purposes of ‘‘statutory 

disqualification’’ as such term is defined in 

Section 3(a)(39) of the Exchange Act the 

terms ‘‘person associated with a member’’ 

and ‘‘associated person’’ shall mean (1) a 

natural person who is registered or has 

applied for registration under the Rules of the 

Exchange; (2) a sole proprietor, partner, 

officer, director, or branch manager of a 

member, or other natural person occupying a 

similar status or performing similar 

functions, or a natural person engaged in the 

investment banking or securities business 

who is directly or indirectly controlling or 

controlled by a member, whether or not any 

such person is registered or exempt from 

registration with the Exchange under its 

Rules; and (3) for purposes of Nasdaq General 

5, Rule 8210, any other person listed in 

Schedule A of Form BD of a member. 

By defining the terms ‘‘person 

associated with a member’’ and 

‘‘associated person’’ substantively 

identical 5 to FINRA, for purposes of 

statutory disqualification, the Exchange 

would align its application of statutory 

disqualification with FINRA’s process. 

This proposal would avoid potentially 

different outcomes for members of both 

FINRA and Nasdaq with respect to 

ineligibility for membership and 

association. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,6 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,7

in particular, in that it is designed to 

promote just and equitable principles of 

trade and to protect investors and the 

public interest. The Exchange’s proposal 

to adopt FINRA’s definitions of ‘‘person 


khammond on DSKJM1Z7X2PROD with NOTICES