9446 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

16 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). 17 15 U.S.C. 78f(b)(5). 

18 15 U.S.C. 78f(b)(1) and 78f(b)(6). 

19 17 CFR 240.19d–1(c)(2). 

20 15 U.S.C. 78s(b)(2). 

21 15 U.S.C. 78s(b)(2). 

22 17 CFR 240.19d–1(c)(2). 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.16 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,17 which requires that 

the rules of an exchange be designed to 

promote just and equitable principles of 

trade, to remove impediments and to 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

Commission also believes that the 

proposal is consistent with Sections 

6(b)(1) and 6(b)(6) of the Act 18 which 

require that the rules of an exchange 

enforce compliance with, and provide 

appropriate discipline for, violations of 

Commission and Exchange rules. 

Finally, the Commission finds that the 

proposal is consistent with the public 

interest, the protection of investors, or 

otherwise in furtherance of the purposes 

of the Act, as required by Rule 19d– 

1(c)(2) under the Act,19 which governs 

minor rule violation plans. 

As stated above, generally the 

Exchange proposes to amend Exchange 

Rule 1014 to adopt rule violations and 

sanctions that will be applicable to the 

Trading Floor, in conjunction with the 

recent approval of MIAX Sapphire as a 

national securities exchange. 

Specifically, the Exchange proposes to 

amend Rule 1014 in the following ways: 

to (i) modify the rule text of paragraph 

(a) to add a reference to proposed 

paragraph (e); (ii) modify the rule text of 

paragraph (d)(4) for clarity and 

precision; (iii) amend the table in 

paragraph (d)(5) to make a minor nonsubstantive technical correction; and 

(iv) adopt new paragraph (e) to add 

violations that may occur on the 

Exchange’s Trading Floor that the 

Exchange believes to be minor in nature. 

The Commission believes that Rule 

1014 is an effective way to discipline a 

member for a minor violation of a rule. 

The Commission finds that the 

Exchange’s proposal to amend Rule 

1014 to adopt rule violations and 

sanctions that will be applicable to the 

Trading Floor, is consistent with the Act 

because it may help the Exchange’s 

ability to better carry out its oversight 

and enforcement responsibilities. The 

Commission also believes that the 

Exchange’s proposal to make nonsubstantive and technical changes is 

consistent with the Act because such 

changes will add clarity and accuracy to 

the Exchange’s rules. 

In approving the propose rule change, 

the Commission in no way minimizes 

the importance of compliance with the 

Exchange’s rules and all other rules 

subject to fines under Rule 1014. The 

Commission believes that a violation of 

any self-regulatory organization’s rules, 

as well as Commission rules, is a serious 

matter. However, Rule 1014 provides a 

reasonable means of addressing rule 

violations that may not rise to the level 

of requiring formal disciplinary 

proceedings, while providing greater 

flexibility in handling certain violations. 

The Commission expects that the 

Exchange will continue to conduct 

surveillance with due diligence and 

make a determination based on its 

findings, on a case-by-case basis, 

whether a fine of more or less than the 

recommended amount is appropriate for 

a violation under Rule 1014 or whether 

a violation requires formal disciplinary 

action. 

For the same reasons discussed above, 

the Commission finds good cause, 

pursuant to Section 19(b)(2) of the 

Act,20 for approving the proposed rule 

change prior to the thirtieth day after 

the date of publication of the notice of 

the filing thereof in the Federal 

Register. The proposal will assist the 

Exchange in preventing fraudulent and 

manipulative practices by allowing the 

Exchange to adequately enforce 

compliance with, and provide 

appropriate discipline for, violations of 

Exchange rules. Moreover, the proposed 

changes raise no new or novel issues. 

Accordingly, the Commission believes 

that a full notice-and-comment period is 

not necessary before approving the 

proposal. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act 21 and Rule 

19d–1(c)(2) thereunder,22 that the 

proposed rule change (SR–SAPPHIRE– 

2025–05) be, and hereby is, approved on 

an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02496 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102366; File No. SR– 

NASDAQ–2025–008] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Update Certain Representations 

Relating to Shares of the iShares 

Bitcoin Trust To Allow for In-Kind 

Transfers of the Trust’s Bitcoin 

February 6, 2025. 

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 January 

24, 2025, The Nasdaq Stock Market LLC 

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

Securities and Exchange Commission 

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

rule change to update certain 

representations relating to shares of the 

iShares Bitcoin Trust, currently listed 

and traded on the Exchange under 

Nasdaq Rule 5711(d), to allow for inkind transfers of the trust’s bitcoin. On 

February 4, 2025, the Exchange filed 

Amendment No. 1 to the proposed rule 

change, which replaced and superseded 

the original filing in its entirety. The 

proposed rule change, as modified by 

Amendment No 1, is described in Items 

I and II below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

1, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to update 

certain representations made in the 

proposed rule change previously filed 

with and approved by the Commission 

relating to the shares of the iShares 

Bitcoin Trust (the ‘‘Trust’’), specifically 

to allow for ‘‘in-kind’’ transfers of the 

Trust’s bitcoin. Shares of Trust 

(‘‘Shares’’) are currently listed and 

traded on the Exchange under Nasdaq 

Rule 5711(d). This Amendment No. 1 

supersedes the original filing in its 

entirety. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rulefilings, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 9447 

3Nasdaq Rule 5711(d) governs the listing and 

trading of Commodity-Based Trust Shares, which 

means a security (1) that is issued by a trust that 

holds (a) a specified commodity deposited with the 

trust, or (b) a specified commodity and, in addition 

to such specified commodity, cash; (2) that is issued 

by such trust in a specified aggregate minimum 

number in return for a deposit of a quantity of the 

underlying commodity and/or cash; and (3) that, 

when aggregated in the same specified minimum 

number, may be redeemed at a holder’s request by 

such trust which will deliver to the redeeming 

holder the quantity of the underlying commodity 

and/or cash. See Nasdaq Rule 5711(d)(iv)(A). 

4See Securities Exchange Act Release No. 99306 

(January 10, 2024), 89 FR 3008 (January 17, 2024) 

(SR–NYSEARCA–2021–90; SR–NYSEARCA–2023– 

44; SR–NYSEARCA–2023–58; SR–NASDAQ–2023– 

016; SR–NASDAQ–2023–019; SR–CboeBZX–2023– 

028; SR–CboeBZX–2023–038; SR–CboeBZX–2023– 

040; SR–CboeBZX–2023–042; SR–CboeBZX–2023– 

044; SR–CboeBZX–2023–072) (Order Granting 

Accelerated Approval of Proposed Rule Changes, as 

Modified by Amendments Thereto, To List and 

Trade Bitcoin-Based Commodity-Based Trust 

Shares and Trust Units) (‘‘Bitcoin ETP Approval’’). 

5See Post-Effective Amendment No. 1 to 

Registration Statement on Form S–1, dated April 4, 

2024 filed with the Commission by the Sponsor on 

behalf of the Trust. The descriptions of the Trust 

contained herein are based, in part, on information 

in the Registration Statement. 

6See Securities Exchange Act Release No. 99295 

(January 8, 2024), 89 FR 2321 (January 12, 2024) 

(SR–NASDAQ–2023–016) (Notice of Filing of 

Amendment No. 1 to a Proposed Rule Change To 

List and Trade Shares of the iShares Bitcoin Trust 

Under Nasdaq Rule 5711(d)) (‘‘Amendment No. 1’’). 

7The Trust issues and redeems Shares only in 

blocks of 40,000 or integral multiples thereof. A 

block of 40,000 Shares is called a ‘‘Basket.’’ These 

transactions take place in exchange for bitcoin. 

8The term ‘‘cold storage’’ refers to a safeguarding 

method by which the private keys corresponding to 

the Trust’s bitcoins are generated and stored in an 

offline manner, subject to layers of procedures 

designed to enhance security. Private keys are 

generated by the Bitcoin Custodian in offline 

computers that are not connected to the internet so 

that they are more resistant to being hacked. 

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 Commission approved the listing 

and trading of the Shares on the 

Exchange pursuant to Nasdaq Rule 

5711(d) 3 on January 10, 2024.4 iShares 

Delaware Trust Sponsor LLC, a 

Delaware limited liability company and 

an indirect subsidiary of BlackRock, Inc. 

(‘‘BlackRock’’), is the sponsor of the 

Trust (the ‘‘Sponsor’’). The Shares are 

registered with the SEC by means of the 

Trust’s registration statement on Form 

S–1 (the ‘‘Registration Statement’’).5

Coinbase Custody Trust Company, 

LLC (the ‘‘Bitcoin Custodian’’) is the 

custodian for the Trust’s bitcoin 

holdings, and maintains a custody 

account for the Trust (‘‘Custody 

Account’’); Coinbase, Inc. (the ‘‘Prime 

Execution Agent’’), an affiliate of the 

Bitcoin Custodian, is the prime broker 

for the Trust and maintains a trading 

account for the Trust (‘‘Trading 

Account’’); and Bank of New York 

Mellon is the custodian for the Trust’s 

cash holdings (the ‘‘Cash Custodian’’ 

and together with the Bitcoin Custodian, 

the ‘‘Custodians’’) and the administrator 

of the Trust (the ‘‘Trust Administrator’’). 

The Exchange now proposes to amend 

representations regarding the Trust’s 

creation and redemption process as set 

forth in the previous rule filing to list 

and trade Shares, specifically to allow 

for in-kind transfers of the Trust’s 

bitcoin.6 The proposed in-kind transfer 

process will be an alternative to the 

Trust’s current cash creation and 

redemption process. In order to 

effectuate this change, the Exchange 

proposes a number of changes to 

Amendment No. 1 in the manner 

described below. Except for the changes 

described below, all other 

representations in Amendment No. 1 

remain unchanged and will continue to 

constitute continued listing 

requirements. In addition, the Trust will 

continue to comply with the terms of 

Amendment No. 1 and the requirements 

in Rule 5711(d). 

Proposal 1: Custody of the Trust’s 

Bitcoin and Creation and Redemption 

The Exchange proposes to amend the 

Amendment No. 1 section entitled 

‘‘Custody of the Trust’s Bitcoin and 

Creation and Redemption’’ to add 

further detail on how the Trust will 

handle transfers of bitcoin in connection 

with the proposed in-kind creation and 

redemption process, and make certain 

conforming changes to the description 

of the cash creation and redemption 

process. As proposed, the language in 

the ‘‘Custody of the Trust’s Bitcoin and 

Creation and Redemption’’ section from 

Amendment No. 1 will be deleted and 

replaced with the following language. 

An investment in the Shares is backed by 

bitcoin held by the Bitcoin Custodian on 

behalf of the Trust. All of the Trust’s bitcoin 

will be held in the Custody Account, other 

than the Trust’s bitcoin which is temporarily 

maintained in the Trading Account under 

limited circumstances, i.e., in connection 

with creation and redemption Basket 7

activity or sales of bitcoin deducted from the 

Trust’s holdings in payment of Trust 

expenses or the Sponsor’s fee (or, in 

extraordinary circumstances, upon 

liquidation of the Trust). The Custody 

Account includes all of the Trust’s bitcoin 

held at the Bitcoin Custodian, but does not 

include the Trust’s bitcoin temporarily 

maintained at the Prime Execution Agent in 

the Trading Account from time to time. The 

Bitcoin Custodian will keep all of the private 

keys associated with the Trust’s bitcoin held 

in the Custody Account in ‘‘cold storage.’’ 8

The hardware, software, systems, and 

procedures of the Bitcoin Custodian may not 

be available or cost-effective for many 

investors to access directly. 

The Trust’s bitcoin holdings and cash 

holdings from time to time may temporarily 

be maintained in the Trading Account held 

with the Prime Execution Agent, an affiliate 

of the Bitcoin Custodian. Coinbase Inc. serves 

as the Trust’s Prime Execution Agent 

pursuant to the Trust’s agreement with the 

Prime Execution Agent (‘‘Prime Execution 

Agent Agreement’’). In this capacity, the 

Prime Execution Agent facilitates (1) the 

buying and selling of bitcoin by the Trust in 

response to cash creations and redemptions 

between the Trust and registered brokerdealers that are Depositary Trust Company 

(‘‘DTC’’) participants that enter into an 

authorized participant agreement with the 

Sponsor and the Trustee (‘‘Authorized 

Participants’’), (2) the transfer of bitcoin 

between the Trust and an Authorized 

Participant, its designated agent or client as 

part of in-kind creations and redemptions, 

and (3) the sale of bitcoin to pay the 

Sponsor’s fee, any other Trust expenses not 

assumed by the Sponsor, to the extent 

applicable, and in extraordinary 

circumstances, in connection with the 

liquidation of the Trust’s bitcoin. 

The Authorized Participants will deliver 

cash or bitcoin to create shares and will 

receive cash or bitcoin when redeeming 

shares. 

For a cash creation or redemption of a 

Basket of Shares, the Authorized Participant 

will be required to submit the cash creation 

or redemption order by an early order cutoff 

time (the ‘‘Cash Order Cutoff Time’’). The 

Cash Order Cutoff Time will initially be 6:00 

p.m. ET on the business day prior to trade 

date. 

For an in-kind creation or redemption of a 

Basket of Shares, the Authorized Participant 

will be required to submit the in-kind 

creation or redemption order by an order 

cutoff (‘‘In-Kind Order Cutoff Time’’). The InKind Order Cutoff Time will initially be 3:59 

p.m. ET on the trade date. 

Cash Creations 

In connection with cash creations and cash 

redemptions, the Authorized Participants 

will submit orders to create or redeem 

Baskets of Shares exclusively in exchange for 

cash. The Trust will engage in bitcoin 

transactions to convert cash into bitcoin (in 


lotter on DSK11XQN23PROD with NOTICES1
9448 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

9The Coinbase Prime service is an execution 

service pursuant to which Coinbase will execute 

bitcoin orders for the Trust by accessing liquidity 

from sources such as bitcoin trading platforms, 

which can include Coinbase’s own platform, and 

other liquidity providers. Trades can be executed 

according to an algorithm or on the basis of firm 

quotes sought by requests-for-quote (‘‘RFQ’’) for a 

two-way price sent to liquidity providers. 

Algorithmic trades can be self-directed or executed 

by Coinbase’s high touch execution desk, Coinbase 

Execution Services. 

association with creation orders) and bitcoin 

into cash (in association with redemption 

orders). The Trust will conduct its bitcoin 

purchase and sale transactions by, in its sole 

discretion, choosing to trade directly with 

designated third parties (each, a ‘‘Bitcoin 

Trading Counterparty’’), pursuant to written 

agreements between each such Bitcoin 

Trading Counterparty and the Trust, or 

choosing to trade through the Prime 

Execution Agent acting in an agency capacity 

with third parties through its Coinbase Prime 

service 9 pursuant to the Prime Execution 

Agent Agreement. Bitcoin Trading 

Counterparties settle trades with the Trust 

using their own accounts at the Prime 

Execution Agent when trading with the 

Trust. 

Following the Cash Order Cutoff Time for 

a creation order, the Trust will choose, in its 

sole discretion, to enter into a transaction 

with a Bitcoin Trading Counterparty or the 

Prime Execution Agent to buy bitcoin in 

exchange for the cash proceeds from such 

cash creation order. On settlement date for a 

cash creation, the Trust delivers Shares to the 

Authorized Participant in exchange for cash 

received from the Authorized Participant. 

Also, on or around the settlement date, the 

Bitcoin Trading Counterparty or Prime 

Execution Agent, as applicable, deposits the 

required bitcoin pursuant to its trade with 

the Trust into the Trust’s Trading Account in 

exchange for cash. In the event the Trust has 

not been able to successfully execute and 

complete settlement of a bitcoin transaction 

by the settlement date of the cash creation 

order, the Authorized Participant will be 

given the option to (1) cancel the cash 

creation order, or (2) accept that the Trust 

will continue to attempt to complete the 

execution, which will delay the settlement 

date of the cash creation order. With respect 

to a cash creation order, as between the Trust 

and the Authorized Participant, the 

Authorized Participant is responsible for the 

dollar cost of the difference between the 

bitcoin price utilized in calculating NAV per 

Share on trade date and the price at which 

the Trust acquires the bitcoin to the extent 

the price realized in buying the bitcoin is 

higher than the bitcoin price utilized in the 

NAV. To the extent the price realized in 

buying the bitcoin is lower than the price 

utilized in the NAV, the Authorized 

Participant shall get to keep the dollar impact 

of any such difference. 

Because the Trust’s Trading Account may 

not be funded with cash on trade date for the 

purchase of bitcoin associated with a cash 

creation order, the Trust may borrow trade 

credits (‘‘Trade Credits’’) in the form of cash 

from Coinbase Credit, Inc. (the ‘‘Trade Credit 

Lender’’), an affiliate of the Prime Execution 

Agent, under the trade financing agreement 

(‘‘Trade Financing Agreement’’) or may 

require the Authorized Participant to deliver 

the required cash for the cash creation order 

on trade date. The extension of Trade Credits 

on trade date allows the Trust to purchase 

bitcoin through the Prime Execution Agent 

on trade date, with such bitcoin being 

deposited in the Trust’s Trading Account. On 

settlement date for a cash creation order, the 

Trust delivers Shares to the Authorized 

Participant in exchange for cash received 

from the Authorized Participant. To the 

extent Trade Credits were utilized, the Trust 

uses the cash to repay the Trade Credits 

borrowed from the Trade Credit Lender. On 

settlement date for a cash creation order, the 

bitcoin purchased is swept from the Trust’s 

Trading Account to the Trust’s Custody 

Account pursuant to a regular end-of-day 

sweep process. 

In-Kind Creations 

In connection with in-kind creations, the 

Authorized Participants will submit orders 

by the In-Kind Order Cutoff Time to create 

Baskets of Shares in exchange for bitcoin. 

On settlement date for an in-kind creation, 

the Trust delivers Shares to the Authorized 

Participant in exchange for bitcoin received 

from the Authorized Participant, or its 

designated agent or client. The Authorized 

Participant or its designated agent or client 

will deposit such bitcoin to the Trust’s 

Trading Account at the Prime Execution 

Agent. In the event the Authorized 

Participant, its designated agent or client, has 

not deposited the bitcoin to the Trust’s 

Trading Account at the Prime Execution 

Agent by the applicable time on the 

settlement date of the in-kind creation order, 

the Authorized Participant will be given the 

option to (1) cancel the in-kind creation 

order, (2) delay settlement of the order to 

enable delivery of bitcoin at a later date, or 

(3) accept that the Trust will execute a 

bitcoin transaction required for the creation 

and the Authorized Participant will deliver 

the U.S. dollars required for this purchase. In 

the case of (3) only, the Authorized 

Participant is responsible for the dollar cost 

of the difference between the bitcoin price 

utilized in calculating NAV per Share on 

trade date and the price at which the Trust 

acquires the bitcoin to the extent the price 

realized in buying the bitcoin is higher than 

the bitcoin price utilized in the NAV. To the 

extent the price realized in buying the bitcoin 

is lower than the price utilized in the NAV, 

the Authorized Participant shall get to keep 

the dollar impact of any such difference. 

Cash Redemption 

Following the Cash Order Cutoff Time for 

a cash redemption order, the Trust may 

choose, in its sole discretion, to enter into a 

transaction with a Bitcoin Trading 

Counterparty or the Prime Execution Agent, 

to sell bitcoin in exchange for cash. After the 

Cash Order Cutoff Time, the Trust instructs 

the Bitcoin Custodian to prepare to move the 

associated bitcoin from the Trust’s Custody 

Account to the Trust’s Trading Account. On 

settlement date for a redemption order, the 

Authorized Participant delivers the necessary 

Shares to the Trust, and on or around 

settlement date, a Bitcoin Trading 

Counterparty or Prime Execution Agent, as 

applicable, delivers the cash associated with 

the Trust’s sale of bitcoin to the Trust in 

exchange for the Trust’s bitcoin, and the 

Trust delivers cash to the Authorized 

Participant. In the event the Trust has not 

been able to successfully execute and 

complete settlement of a bitcoin transaction 

by the settlement date, the Authorized 

Participant will be given the option to (1) 

cancel the redemption order, or (2) accept 

that the Trust will continue to attempt to 

complete the execution, which will delay the 

settlement date. With respect to a cash 

redemption order, between the Trust and the 

Authorized Participant, the Authorized 

Participant will be responsible for the dollar 

cost of the difference between the bitcoin 

price utilized in calculating the NAV per 

Share on trade date and the price realized in 

selling the bitcoin to raise the cash needed 

for the cash redemption order to the extent 

the price realized in selling the bitcoin is 

lower than the bitcoin price utilized in the 

NAV. To the extent the price realized in 

selling the bitcoin is higher than the price 

utilized in the NAV, the Authorized 

Participant will get to keep the dollar impact 

of any such difference. 

The Trust may use financing in connection 

with a cash redemption order when bitcoin 

remains in the Trust’s Custody Account at 

the point of intended execution of a sale of 

bitcoin. In those circumstances, the Trust 

may borrow Trade Credits in the form of 

bitcoin from the Trade Credit Lender, which 

allows the Trust to sell bitcoin through the 

Prime Execution Agent on trade date, and the 

cash proceeds are deposited in the Trust’s 

Trading Account. On settlement date for a 

redemption order, the Trust delivers cash to 

the Authorized Participant in exchange for 

Shares received from the Authorized 

Participant. In the event financing was used, 

the Trust will use the bitcoin moved from the 

Trust’s Custody Account to the Trading 

Account to repay the Trade Credits borrowed 

from the Trade Credit Lender. 

In-Kind Redemptions 

In connection with in-kind redemptions, 

the Authorized Participants will submit 

orders by the In-Kind Order Cutoff Time to 

redeem Baskets of Shares in exchange for 

bitcoin. 

On settlement date for an in-kind 

redemption, the Trust delivers bitcoin to the 

account of the Authorized Participant or its 

designated agent or client at the Prime 

Execution Agent in exchange for Shares 

received from the Authorized Participant. 

Proposal 2: Creation and Redemption of 

Shares 

The Exchange also proposes to modify 

the Amendment No. 1 section ‘‘Creation 

and Redemption of Shares’’ to integrate 

the proposed in-kind creation and 

redemption process. Specifically, 

Amendment No. 1 currently states that 

Baskets are only issued or redeemed in 

exchange for an amount of cash 

determined by the Trustee on each day 

that Nasdaq is open for regular trading. 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 9449 

10The amount of cash or bitcoin is based on the 

NAV of the Trust on the trade date. 

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

12 15 U.S.C. 78f(b)(5). 

No Shares are issued unless the Cash 

Custodian has allocated to the Trust’s 

account the corresponding amount of 

cash. The amount of cash necessary for 

the creation of a Basket, or to be 

received upon redemption of a Basket, 

will decrease over the life of the Trust, 

due to the payment or accrual of fees 

and other expenses or liabilities payable 

by the Trust. 

The Exchange now proposes to delete 

the above language from Amendment 

No. 1, and replace it with the following: 

Baskets are only issued or redeemed in 

exchange for an amount of bitcoin and/ 

or cash determined by the Trustee on 

each day that Nasdaq is open for regular 

trading. No Shares are issued unless the 

Cash Custodian has allocated to the 

Trust’s account the corresponding 

amount of cash or the Prime Execution 

Agent has allocated to the Trust’s 

account the corresponding amount of 

bitcoin.10 The amount of bitcoin or cash 

necessary for the creation of a Basket, or 

to be received upon redemption of a 

Basket, will decrease over the life of the 

Trust, due to the payment or accrual of 

fees and other expenses or liabilities 

payable by the Trust. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,11 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,12

in particular, in that it is designed to 

promote just and equitable principles of 

trade, 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. 

The Exchange believes that permitting 

in-kind transfers with respect to the 

Trust’s creation and redemption process 

promotes just and equitable principles 

of trade and helps remove impediments 

to and perfect the mechanism of a free 

and open market and a national market 

system. As discussed above, the 

proposed changes would permit the 

Trust to utilize an in-kind creation and 

redemption process in addition to the 

cash creation and redemption process. 

This added ability would make the 

Trust (and the market more generally) 

operate more efficiently because 

Authorized Participants, their 

designated agents or clients, would be 

able to source bitcoin rather than to 

provide cash to the Trust and/or receive 

bitcoin from the Trust. This means that 

the Authorized Participant, its 

designated agent or client, would be 

responsible for buying and selling the 

bitcoin rather than the Trust itself, 

which would potentially lessen the 

impact on the market of the Trust on 

both sides of the transaction by allowing 

the Authorized Participant to decide 

how and where to source the underlying 

bitcoin for creations and deciding how, 

where, and whether to sell the 

underlying bitcoin for redemptions. 

This could lead to improvements in the 

creation and redemption process for 

both Authorized Participants and the 

Trust, and could potentially increase 

efficiency, and ultimately benefit the 

end investors in the Trust. 

Except for the changes described 

above, all other representations in 

Amendment No. 1 remain unchanged 

and will continue to constitute 

continued listing requirements. In 

addition, the Trust will continue to 

comply with the terms of Amendment 

No. 1 and the requirements in Rule 

5711(d). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. As discussed 

above, the proposed amendments are 

intended to reflect changes to the 

Trust’s creation and redemption 

process, specifically to allow for in-kind 

transfers. As discussed above, the 

Exchange believes that the proposed 

rule change would increase operational 

efficiencies for the Trust (and the 

market more generally). The Exchange 

believes these changes will not impose 

any burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or 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 Exchange consents, the Commission 

shall: (a) by order approve or disapprove 

such proposed rule change, or (b) 

institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Amendment No. 

1, is consistent with the Act. Comments 

may be submitted by any of the 

following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2025–008 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–NASDAQ–2025–008. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2025–008 and should be 

submitted on or before March 5, 2025. 


lotter on DSK11XQN23PROD with NOTICES1
9450 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

13 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. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f). At any time within 60 days 

of the filing of the proposed rule change, the 

Commission summarily may temporarily suspend 

such rule change if it appears to the Commission 

that such action is necessary or appropriate in the 

public interest, for the protection of investors, or 

otherwise in furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission will institute proceedings to determine 

whether the proposed rule change should be 

approved or disapproved. 

5See Securities and Exchange Act Release No. 

101892 (Dec. 12, 2024), 89 FR 102994 (Dec. 18, 

2024) (SR–NASDAQ–2024–078) (Notice of Filing 

and Immediate Effectiveness of Proposed Rule 

Change To Lower the Options Regulatory Fee (ORF) 

and Adopt a New Approach to ORF in 2025). 

6On January 13, 2025, the Exchange filed SR– 

NASDAQ–2025–004. The Exchange withdrew SR– 

NASDAQ–2025–004 on January 28, 2025 and 

replaced it with this filing. 

7Copies 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 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02495 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35466; 812–15684] 

SEG Partners Long/Short Equity Fund 

and Select Equity Group, L.P. 

February 6, 2025. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application for an order 

pursuant to section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

18(a)(2), 18(c), and 18(i) of the Act, 

pursuant to sections 6(c) and 23(c) of 

the Act for an exemption from rule 23c– 

3 under the Act, and pursuant to section 

17(d) of the Act and rule 17d–1 

thereunder. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end investment 

companies to issue multiple classes of 

shares and to impose early withdrawal 

charges and asset-based distribution 

and/or service fees. 

APPLICANTS: SEG Partners Long/Short 

Equity Fund and Select Equity Group, 

L.P. 

FILING DATES: The application was filed 

on January 6, 2025. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 3, 2025, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit, or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Joshua B. Deringer, Esq., Faegre Drinker 

Biddle & Reath LLP, Joshua.deringer@

faegredrinker.com, with a copy to 

Jennifer Vinsonhaler, Select Equity 

Group, L.P., jv@selectequity.com. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

Counsel, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated January 

6, 2025, which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field on the 

SEC’s EDGAR system. The SEC’s 

EDGAR system may be searched at 

https://www.sec.gov/edgar/searchedgar/ 

companysearch. You may also call the 

SEC’s Office of Investor Education and 

Advocacy at (202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02490 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102371; File No. SR– 

NASDAQ–2025–009] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Delay the 

Implementation of the New Options 

Regulatory Fee (ORF) and ORF 

Methodology Proposed in SR– 

NASDAQ–2024–078 

February 6, 2025. 

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 January 

28, 2025, The Nasdaq Stock Market LLC 

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

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Item I below, 

which Item has been substantially 

prepared by the Exchange. The 

Exchange has designated this proposal 

for immediate effectiveness pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f) thereunder.4 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 delay the 

implementation of the new Options 

Regulatory Fee (‘‘ORF’’) and 

methodology proposed in SR– 

NASDAQ–2024–078.5 Specifically, the 

Exchange proposes to delay the new 

ORF and methodology proposed therein 

which now will be implemented on 

June 1, 2025 and sunset on December 1, 

2025.6 Additionally, effective March 1, 

2025, the Exchange proposes to revert 

its ORF to $0.0016 per contract side. 

The proposed rule change, including 

the Exchange’s statement of the purpose 

of, and statutory basis for, the proposed 

rule change, is available on the 

Exchange’s website at https://

listingcenter.nasdaq.com/rulebook/ 

NASDAQ/rulefilings and on the 

Commission’s website at https://

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-NASDAQ-2025-009. 

II. 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.7


lotter on DSK11XQN23PROD with NOTICES1