Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 31039 

48See supra notes 40–45 and accompanying text. 

49 15 U.S.C. 78s(b)(3)(A)(ii). 

50 17 CFR 240.19b–4(f)(2). 

51 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

services purchased by market 

participants typically increase based on 

their additional message traffic and/or 

the complexity of their operations. The 

market participants that utilize more 

connectivity services typically utilize 

the most bandwidth, and those are the 

participants that consume the most 

resources from the network. 

Accordingly, the proposed fees for 

connectivity services do not favor 

certain categories of market participants 

in a manner that would impose a 

burden on competition; rather, the 

allocation of the proposed connectivity 

fees reflects the network resources 

consumed by the various size of market 

participants and the costs to the 

Exchange of providing such 

connectivity services. 

Inter-Market Competition 

The Exchange does not believes the 

proposed fees place an undue burden on 

competition on other SROs that is not 

necessary or appropriate. In particular, 

market participants are not forced to 

connect to all exchanges, as shown by 

the number of Members of the Exchange 

as compared to the much greater 

number of members at other exchanges, 

as described above. Not only does 

MEMX have less than half the number 

of members as certain other exchanges, 

but there are also a number of the 

Exchange’s Members that do not 

connect directly to the Exchange. 

Additionally, other exchanges have 

similar connectivity alternatives for 

their participants, but with higher rates 

to connect.48 The Exchange is also 

unaware of any assertion that the 

proposed fees for connectivity services 

would somehow unduly impair its 

competition with other exchanges. To 

the contrary, if the fees charged are 

deemed too high by market participants, 

they can simply disconnect. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 49 and Rule 

19b–4(f)(2) 50 thereunder. 

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 shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

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 is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MEMX–2022–13 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–MEMX–2022–13. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MEMX–2022–13 and 

should be submitted on or before June 

10, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.51

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10807 Filed 5–19–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94918; File No. SR– 

NASDAQ–2022–034] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend the 

Nasdaq Amended and Restated 

Certificate of Incorporation 

May 16, 2022. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on May 6, 2022, The Nasdaq Stock 

Market LLC (‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as 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 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Amended and Restated Certificate of 

Incorporation (‘‘Certificate’’) of its 

parent corporation, Nasdaq, Inc. 

(‘‘Nasdaq’’ or the ‘‘Company’’), to 

increase Nasdaq’s authorized share 

capital. 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. 


khammond on DSKJM1Z7X2PROD with NOTICES
31040 Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 

3Nasdaq owns 100% of the equity interest in the 

Exchange. The Exchange’s affiliates, Boston Stock 

Exchange Clearing Corporation, Nasdaq BX, Inc., 

Nasdaq GEMX, LLC, Nasdaq ISE, LLC, Nasdaq 

MRX, LLC, Nasdaq PHLX LLC, and Stock Clearing 

Corporation of Philadelphia will each concurrently 

submit substantially the same rule filings to 

propose the changes described herein. 

4Nasdaq currently has no Preferred Stock 

outstanding. 

5The price of one share of Common Stock on 

March 31, 2017 was $69.45 and the closing market 

price of one share of Common Stock on April 1, 

2022 was $181.92 as reported on the Nasdaq Stock 

Market. 

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

7 15 U.S.C. 78f(b)(1). 

8 15 U.S.C. 78f(b)(5). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the Nasdaq 

Certificate 3 to increase the total number 

of authorized shares of Nasdaq common 

stock, par value $0.01 per share 

(‘‘Common Stock’’). Specifically, the 

Exchange proposes to amend Article 

Fourth, Section A such that the total 

number of shares of Stock (i.e., capital 

stock) that Nasdaq is authorized to issue 

would be increased from 330,000,000 to 

930,000,000 shares, and the portion of 

that total constituting Common Stock 

would be changed from 300,000,000 to 

900,000,000 shares. As amended, 

Article Fourth, Section A of the 

Certificate would provide: 

The total number of shares of Stock which 

Nasdaq shall have the authority to issue is 

Nine Hundred Thirty Million (930,000,000), 

consisting of Thirty Million (30,000,000) 

shares of Preferred Stock, par value $.01 per 

share (hereinafter referred to as ‘‘Preferred 

Stock’’), and Nine Hundred Million 

(900,000,000) shares of Common Stock, par 

value $.01 per share (hereinafter referred to 

as ‘‘Common Stock’’).4

As noted above, the proposed 

amendments to the Certificate were 

approved by the Nasdaq Board of 

Directors (‘‘Nasdaq Board’’) on March 

23, 2022. The proposed amendments to 

the Certificate would be effective when 

filed with the Secretary of State of 

Delaware, which would not occur until 

approval of the amendments by the 

stockholders of Nasdaq is obtained at 

the 2022 Annual Meeting of the 

Stockholders on June 22, 2022 and until 

this proposed rule change becomes 

effective and operative. 

The trading price of Nasdaq’s 

Common Stock has risen significantly 

over the past several years. Since 

Nasdaq first became a publicly traded 

company in 2002, the total number of 

authorized shares of Common Stock has 

remained constant at 300,000,000 

shares. However, over the last five years, 

the trading price of Nasdaq’s Common 

Stock has increased by approximately 

162%.5 As the trading price of Nasdaq’s 

Common Stock has risen, the Nasdaq 

Board has carefully evaluated the effect 

of the trading price of the Common 

Stock on the liquidity and marketability 

of the Common Stock. The Nasdaq 

Board believes that this price 

appreciation may be affecting the 

liquidity of the Common Stock, making 

it more difficult to efficiently trade and 

potentially less attractive to certain 

investors. Accordingly, the Nasdaq 

Board approved pursuing a 3-for-1 stock 

split by way of a stock dividend, 

pursuant to which the holders of record 

of shares of Common Stock would 

receive, by way of a dividend, two 

shares of Common Stock for each share 

of Common Stock held by such holder 

(the ‘‘Stock Dividend’’). The Nasdaq 

Board’s approval of the Stock Dividend 

was contingent upon this proposed rule 

change becoming effective and 

operative, and Nasdaq stockholder 

approval of the proposed amendments 

to the Certificate. 

The number of shares of Common 

Stock proposed to be issued in the Stock 

Dividend exceeds Nasdaq’s authorized 

but unissued shares of Common Stock. 

The proposed rule change would 

increase Nasdaq’s authorized shares of 

Common Stock and shares of capital 

stock sufficient to allow Nasdaq to 

effectuate the Stock Dividend. 

The proposed changes would not 

otherwise alter the Certificate, including 

the limitations on voting and ownership 

set forth in Article Fourth, Section C of 

the Certificate that generally provides 

no person who beneficially owns shares 

of common stock or preferred stock of 

Nasdaq in excess of 5% of the thenoutstanding securities generally entitled 

to vote may vote the shares in excess of 

5%. This limitation mitigates the 

potential for any Nasdaq shareholder to 

exercise undue control over the 

operations of Nasdaq’s self-regulatory 

subsidiaries, and facilitates the selfregulatory subsidiaries’ and the 

Commission’s ability to carry out their 

regulatory obligations under the Act. 

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)(1) of the Act,7

in that it enables the Exchange to be so 

organized as to have the capacity to be 

able to carry out the purposes of the 

Exchange Act and to comply, and to 

enforce compliance by its members and 

persons associated with its members, 

with the provisions of the Exchange Act, 

the rules and regulations thereunder, 

and the rules of the Exchange. 

The proposal to increase Nasdaq’s 

authorized shares of Common Stock and 

shares of capital stock sufficient to 

allow Nasdaq to effectuate the Stock 

Dividend would not impact the 

Exchange’s ability to be so organized as 

to have the capacity to be able to carry 

out the purposes of the Exchange Act. 

In particular, the proposed changes 

would not alter the limitations on voting 

and ownership set forth in Article 

Fourth, Section C of the Certificate, and 

so the proposed changes would not 

enable a person to exercise undue 

control over the operations of Nasdaq’s 

self-regulatory subsidiaries or to restrict 

the ability of the Commission or the 

Exchange to effectively carry out their 

regulatory oversight responsibilities 

under the Act. 

The Exchange also believes that the 

proposal is consistent with Section 

6(b)(5) of the Act 8 because it would not 

impact the Exchange’s governance or 

regulatory structure, which would 

continue to be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

The Exchange believes that the 

proposed rule change would 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, because by increasing 

Nasdaq’s authorized shares of Common 

Stock and shares of capital stock 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 31041 

9 In particular, the ICE proposal increased ICE’s 

total number of authorized shares of ICE common 

stock in order to effectuate a 5-for-1 stock split by 

way of a stock dividend. See Securities Exchange 

Act Release No. 78992 (September 29, 2016), 81 FR 

69092 (October 5, 2016) (SR–NYSE–2016–57, SR– 

NYSEArca–2016–119, and SR–NYSEMKT–2016– 

80) (hereinafter, ‘‘ICE Approval’’). 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 12 17 CFR 200.30–3(a)(12). 

sufficient to allow Nasdaq to effectuate 

the Stock Dividend, the proposed rule 

change will facilitate broader ownership 

of Nasdaq. 

The Exchange also notes that the 

proposed rule change is substantially 

similar to a prior proposal by 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

which is the holding company for three 

national securities exchanges, including 

the New York Stock Exchange. The ICE 

proposal amended ICE’s Certificate of 

Incorporation to effectuate a similar 

stock split as proposed by the Exchange 

herein.9 As such, the Exchange does not 

believe that its proposal raises any new 

or novel issues not already considered 

by the Commission. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Because the proposed rule change 

relates solely to the number of 

authorized shares of Common Stock and 

shares of capital stock of the Company 

and not to the operations of the 

Exchange, 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. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 10 and Rule 19b– 

4(f)(6) thereunder.11

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 shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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 is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2022–034 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–2022–034. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2022–034 and 

should be submitted on or before June 

10, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10803 Filed 5–19–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–644, OMB Control No. 

3235–0692] 

Submission for OMB Review; 

Comment Request; Extension: 

Regulation S–ID 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Regulation S–ID (17 CFR 248), 

including the information collection 

requirements thereunder, is designed to 

better protect investors from the risks of 

identity theft. Under Regulation S–ID, 

SEC-regulated entities are required to 

develop and implement reasonable 

policies and procedures to identify, 

detect, and respond to relevant red flags 

(the ‘‘Identity Theft Red Flags Rules’’) 

and, in the case of entities that issue 

credit or debit cards, to assess the 

validity of, and communicate with 

cardholders regarding, address changes. 

Section 248.201 of Regulation S–ID 

includes the following information 

collection requirements for each SECregulated entity that qualifies as a 

‘‘financial institution’’ or ‘‘creditor’’ 

under Regulation S–ID and that offers or 

maintains covered accounts: (i) Creation 

and periodic updating of an identity 

theft prevention program (‘‘Program’’) 

that is approved by the board of 

directors, an appropriate committee 

thereof, or a designated senior 


khammond on DSKJM1Z7X2PROD with NOTICES