32210 Federal Register / Vol. 87, No. 103 / Friday, May 27, 2022 / Notices 

53 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Nasdaq owns 100% of the equity interest in U.S. 

Exchange Holdings, Inc., which in turn owns 100% 

of the equity interest in International Securities 

Exchange Holdings, Inc., which in turn 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 MRX, LLC, The Nasdaq Stock 

Market 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. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.53

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–11396 Filed 5–26–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94971; File No. SR–ISE– 

2022–12] 

Self-Regulatory Organizations; Nasdaq 

ISE, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Nasdaq 

Amended and Restated Certificate of 

Incorporation 

May 23, 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 16, 2022, Nasdaq ISE, LLC 

(‘‘ISE’’ or ‘‘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/ise/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the 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) 


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Federal Register / Vol. 87, No. 103 / Friday, May 27, 2022 / Notices 32211 

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

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

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

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. 

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 

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– 

ISE–2022–12 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–ISE–2022–12. 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–ISE–2022–12 and should be 

submitted on or before June 17, 2022. 


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32212 Federal Register / Vol. 87, No. 103 / Friday, May 27, 2022 / Notices 

12 17 CFR 200.30–3(a)(12). 

1Since the last renewal period, when there was 

one security futures exchange that reported 

transactions, that exchanged has ceased operation. 

Therefore, currently, no security futures exchanges 

report any transaction in security futures on Form 

R31. 

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

2 17 CFR 240.19b–4. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–11399 Filed 5–26–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–537, OMB Control No. 

3235–0597] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 31 and Form R31 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 31 (17 CFR 240.31) 

and Form R31 (17 CFR 249.11) under 

the Securities Exchange Act of 1934 (15 

U.S.C. 78ee) (‘‘Exchange Act’’). The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Section 31 of the Exchange Act 

requires the Commission to collect fees 

and assessments from national 

securities exchanges and national 

securities associations (collectively, 

‘‘self-regulatory organizations’’ or 

‘‘SROs’’) based on the volume of their 

securities transactions. To collect the 

proper amounts, the Commission 

adopted Rule 31 and Form R31 under 

the Exchange Act whereby each SRO 

must report to the Commission the 

volume of its securities transactions and 

the Commission, based on those data, 

calculates the amount of fees and 

assessments that each SRO owes 

pursuant to Section 31. Rule 31 and 

Form R31 require each SRO to provide 

these data on a monthly basis. 

Currently, there are 27 respondents 

under Rule 31 that are subject to the 

collection of information requirements 

of Rule 31: 24 national securities 

exchanges, one national securities 

association, and two registered clearing 

agencies that are required to provide 

certain data in their possession needed 

by the SROs to complete Form R31, 

although these two clearing agencies are 

not themselves required to complete 

and submit Form R31.1 The 

Commission estimates that the total 

burden for all 27 respondents is 432 

hours per year. The Commission 

estimates that, based on previous and 

current experience, three additional 

national securities exchanges will 

become registered and subject to the 

reporting requirements of Rule 31 over 

the course of the authorization period 

and collectively incur a burden of 18 

hours per year. Thus, the Commission 

estimates the collective burden for all 

respondents (existing and new added 

together) to be 450 hours per year. The 

SEC does not believe that the 27 existing 

or 3 expected new respondents will 

have to incur any capital or start-up 

costs, or any additional operational or 

maintenance costs (other than as already 

discussed in this paragraph), to comply 

with the collection of information 

requirements imposed by Rule 31 and 

Form R31. The SEC estimates that the 

average annual cost to the SEC of 

processing all of these filings would be 

$20,307.48 (90.1 hours at an average of 

$225.39 per hour). 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing by July 26, 2022. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: May 23, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–11390 Filed 5–26–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94970; File No. SR– 

PEARL–2022–19] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the MIAX Pearl 

Options Fee Schedule 

May 23, 2022. 

Pursuant to the provisions of 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 May 9, 2022, MIAX PEARL, LLC 

(‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) a 

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 is filing a proposal to 

amend the MIAX Pearl Options Fee 

Schedule (the ‘‘Fee Schedule’’). 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/pearl at MIAX Pearl’s principal 

office, 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. 


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