29818 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

5See Securities Exchange Act Release No. 90926, 

86 FR 6710 (January 22, 2021). The Commission 

designated March 4, 2021, as the date by which the 

Commission shall approve or disapprove, or 

institute proceedings to determine whether to 

disapprove, the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 91257, 

86 FR 13769 (March 10, 2021). 

8 15 U.S.C. 78s(b)(2). 

9See supra note 3. 

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

3The Exchange originally filed to establish a fee 

schedule of listing fees for issuers of primary equity 

securities on January 22, 2020 (SR–LTSE–2020–02). 

On January 30, 2020, SR–LTSE–2020–02 was 

withdrawn and replaced by SR–LTSE–2020–03. See 

Securities Exchange Act Release No. 88133 

(February 6, 2020), 85 FR 8048 (February 12, 2020). 

4 ‘‘Primary Equity Security’’ means a Company’s 

first class of Common Stock, Ordinary Shares, 

Shares or Certificates of Beneficial Interest of Trust, 

Limited Partnership Interests or American 

Depositary Receipts (‘‘ADRs’’) or Shares (‘‘ADSs’’). 

See Rule 14.002(a)(24). 

5See supra note 3. 

6See LTSE Rule 14.601(a)(1)(iv). 

7The Annual Listing Fee, which would be 

assessed for calendar year 2022 for a Company 

listing on LTSE in 2021, is not affected by the 

proposed rule change. 

8May 31, 2021 is the 150th trading day out of a 

total of 252 trading days in calendar year 2021. 

9See supra note 3. 

rule change, or institute proceedings to 

determine whether to disapprove the 

proposed rule change.5 On March 4, 

2021, the Commission instituted 

proceedings under Section 19(b)(2)(B) of 

the Exchange Act 6 to determine 

whether to approve or disapprove the 

proposed rule change.7

Section 19(b)(2) of the Act 8 provides 

that, after initiating proceedings, the 

Commission shall issue an order 

approving or disapproving the proposed 

rule change not later than 180 days after 

the date of publication of notice of filing 

of the proposed rule change. The 

Commission may extend the period for 

issuing an order approving or 

disapproving the proposed rule change, 

however, by not more than 60 days if 

the Commission determines that a 

longer period is appropriate and 

publishes the reasons for such 

determination. The proposed rule 

change was published for comment in 

the Federal Register on December 4, 

2020.9 The 180th day after publication 

of the Notice is June 2, 2021. The 

Commission is extending the time 

period for approving or disapproving 

the proposal for an additional 60 days. 

The Commission finds that it is 

appropriate to designate a longer period 

within which to issue an order 

approving or disapproving the proposed 

rule change so that it has sufficient time 

to consider the proposed rule change, as 

modified by Amendment No. 1. 

Accordingly, the Commission, pursuant 

to Section 19(b)(2) of the Act,10

designates August 1, 2021, as the date 

by which the Commission shall either 

approve or disapprove or the proposed 

rule change (File Number SR–CBOE– 

2020–106), as modified by Amendment 

No. 1. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11607 Filed 6–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92055; File No. SR–LTSE– 

2021–03] 

Self-Regulatory Organizations; LongTerm Stock Exchange; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change Relating to a 

Temporary Reduction in the Initial 

Listing Fee 

May 27, 2021. 

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 May 18, 

2021, Long-Term Stock Exchange 

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

the Securities and Exchange 

Commission (the ‘‘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 

LTSE proposes a rule change to 

temporarily reduce by half the schedule 

of Initial Listing Fees for issuers’ 

Primary Equity Securities on LTSE in 

light of the competitive market for 

listings and the ongoing disruptions 

caused by the global COVID–19 

pandemic.3 The Initial Listing fees 

would revert to their prior levels 

beginning on January 1, 2022. 

The text of the proposed rule change 

is available at the Exchange’s website at 

https://longtermstockexchange.com/, 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 

self-regulatory organization 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 self-regulatory organization 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 on the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is filing this proposed 

rule change to amend Rule 14.601 to 

temporarily reduce by half the schedule 

of Initial Listing Fees for issuers’ 

Primary Equity Securities on LTSE in 

light of the competitive market for 

listings and the ongoing disruptions 

caused by the global COVID–19 

pandemic.4 The Initial Listing fees 

would revert to their prior levels 

beginning on January 1, 2022. 

1. Initial Listing Fee 

The Initial Listing Fee in LTSE Rule 

14.601(a)(1) is determined based on the 

market capitalization of the Company 

when it lists on the Exchange.5

The amount of such fee is set forth in 

the fee table LTSE Rule 14.601(a)(3). 

The Initial Listing Fee is prorated based 

on the number of trading days in the 

year remaining at the time of a 

Company’s initial listing.6 The proposed 

rule change would reduce the Initial 

Listing Fee in each listing tier for the 

remainder of 2021 by 50% while also 

retaining the proration calculation as set 

forth in the Rule.7 Thus, for example, a 

Company with market capitalization up 

to $1 billion listing on LTSE on May 31, 

2021, would have an Initial Listing Fee 

of $44,642.50 ($75,000 × 150/252).8

Prior to the proposed rule change, the 

Initial Listing Fee would have been 

$89,285.00 ($150,000 × 150/252). 

Beginning January 1, 2022, the Initial 

Listing Fees and Annual Listing Fees 

would revert to the levels as originally 

adopted in Rule 14.601.9

The Exchange believes that it is 

appropriate to temporarily reduce the 

listing fees amount by half for the 

remainder of 2021. The market for 

listings is highly competitive and the 

Exchange believes that a temporary 


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Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 29819 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(4). 

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

13See Securities Exchange Act Release No. 86327 

(July 8, 2019), 84 FR 33293 (July 12, 2019). 

14See, e.g., Securities Exchange Act Release No. 

90519 (November 25, 2020), 85 FR 77324 

(December 1, 2020) (Nasdaq’s Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

To Modify Certain Annual Listing Fees). 

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

16 17 CFR 240.19b–4(f)(2). 

reduction in fees is appropriate at this 

time as the Exchange is attracting new 

listings. The Exchange does not believe 

that the proposed temporary reduction 

in its Initial Listing Fees will have any 

adverse impact on the amount of funds 

available for its regulatory program. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

requirements of Section 6(b) of the 

Act 10 in general, and furthers the 

objectives of Section 6(b)(4) of the Act 11

in particular, because it provides for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members, issuers, and other persons 

using its facilities. The Exchange also 

believes that the proposed rule change 

is consistent with the requirements of 

Section 6(b)(5) of the Act 12 because it is 

designed 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 and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers and dealers. 

The Exchange believes that the 

temporary reduction for the remainder 

of 2021 of the Initial Listing Fee is 

reasonable in view of the highly 

competitive market for listings and the 

disruptions faced by Companies as a 

result of the global COVID–19 

pandemic. The benefits to a Company, 

its shareholders and stakeholders from 

pursuing long-term value creation were 

discussed extensively in the background 

and rationale for LTSE’s Long-Term 

Policies.13 While LTSE believes that the 

current environment reinforces the 

importance for a Company to 

demonstrate its commitment to longtermism and the Long-Term Policies set 

forth in Rule 14.425, the Exchange also 

believes that a temporary reduction in 

fees is appropriate in the current 

economic environment. The proposed 

rule change applies the reduction in fees 

equitably in that all price tiers are 

reduced by 50% and the reduced Initial 

Listing Fee is available to all Companies 

that elect to list on LTSE in calendar 

year 2021. 

Additionally, the Exchange operates 

in a highly competitive market for the 

listing of Primary Equity Securities. The 

Commission has repeatedly expressed 

its preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. A temporary 

reduction in price contributes to the 

competitive marketplace. The Exchange 

believes therefore that the proposed rule 

change supports an open market and the 

national market system, and is 

consistent with the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

LTSE does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change would establish a 

temporary reduction in the schedule of 

Initial Listing Fees. 

The market for listing services is 

highly competitive. Each listing 

exchange has a different fee schedule 

that applies to issuers seeking to list 

securities on its exchange. Issuers have 

the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed rule change imposes a burden 

on competition. 

Intramarket Competition. The 

proposed rule change would establish a 

temporarily-reduced Initial Listing Fee 

that will be charged to all Companies 

listing on LTSE on the same basis. The 

Exchange does not believe that the 

proposed, temporary fees will have any 

meaningful effect on the competition 

among issuers listed on the Exchange. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list securities on other 

exchanges and transfer listings to other 

exchanges if they deem fee levels at 

those other venues to be more favorable. 

Consequently, the Exchange does not 

believe the proposed rule change will 

impose any burden on intermarket 

competition in a manner that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange also notes that other listing 

venues adjust their fees from time to 

time.14

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

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) 15 of the Act and paragraph 

(f) of Rule 19b–4 16 thereunder. At any 

time within 60 days of the filing of such 

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 No. SR– 

LTSE–2021–03 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–2021–03. 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 


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29820 Federal Register / Vol. 86, No. 105 / Thursday, June 3, 2021 / Notices 

17 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)(iii). 4 17 CFR 240.19b–4(f)(6). 

5See Rule 1.1, Definition of ‘‘Designated Primary 

Market-Maker and DPM’’. 

6See id. 

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 No. 

SR–LTSE–2021–03, and should be 

submitted on or before June 24, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11612 Filed 6–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92057; File No. SR–CBOE– 

2021–034] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Rule 3.54 and 

Rule 3.10 

May 27, 2021. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on May 20, 

2021, Cboe Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘Cboe Options’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

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 

Cboe Exchange, Inc. (the ‘‘Exchange’’ 

or ‘‘Cboe Options’’) proposes to amend 

Rule 3.54 and Rule 3.10. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://www.cboe.com/ 

AboutCBOE/CBOELegalRegulatory

Home.aspx), at the Exchange’s Office of 

the Secretary, 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 

Rule 3.54 in connection with a 

Designated Primary Market-Maker 

(‘‘DPM’’) Designee. 

Pursuant to Rule 3.54(a), a DPM may 

act as a DPM solely through its DPM 

Designees. A ‘‘DPM Designee’’ is an 

individual who is approved by the 

Exchange to represent a DPM in its 

capacity as a DPM. An individual must 

satisfy various requirements, which are 

included in Rule 3.54(b), in order to be 

a DPM Designee of a DPM. Specifically, 

current Rule 3.54(b)(2) provides that, as 

one of the requirements, the individual 

must be a Responsible Person of the 

DPM. Additionally, pursuant to current 

Rule 3.9(a), each Trading Permit Holder 

(‘‘TPH’’) organization that is the holder 

of a Trading Permit that provides 

electronic access to the Exchange must 

designate at least one individual as the 

Responsible Person for that TPH 

organization. The Exchange notes that 

Off-Floor DPMs, which is a DPM 

authorized to function remotely away 

from the Exchange’s trading floor,5 must 

hold Trading Permits that provide 

electronic access to the Exchange. Rule 

3.9(a) provides that a Responsible 

Person must represent the TPH 

organization with respect to a TPH 

organization’s electronic Trading 

Permit(s) in all matters relating to the 

Exchange, and must be a U.S.-based 

officer, director or management-level 

employee of the TPH organization, who 

is responsible for the direct supervision 

and control of Associated Persons of 

that TPH organization. Rule 3.9(b) 

provides that each TPH organization 

must designate an individual nominee 

to represent the organization with 

respect to each Floor Broker Trading 

Permit or Market-Maker Floor Trading 

Permit in all matters relating to the 

Exchange. Thus, an On-Floor DPM, 

which operates on the Exchange’s 

trading floor,6 is required to have a 

nominee for its Market-Maker Floor 

Trading Permit. Rule 3.9(b) provides, 

among other things, that each nominee 

of a TPH organization is required to be 

registered as a Market-Maker if holding 

a Market-Making Trading Permit, have 

authorized trading functions, and 

perform Exchange-approved trading 

functions only on behalf of one TPH 

organization. As a result, a nominee is 

required to be materially involved in the 

daily operation of the Exchange 

business activities of the TPH 

organization for which the person is a 

nominee. 

Rule 3.10(a) requires, among other 

things, any individual designated to act 

as a Responsible Person or nominee 

desiring to act in one or more of the 

trading functions authorized by the 

Rules of the Exchange (‘‘Rules’’, and 

individually, ‘‘Rule’’) to submit an 

application to the TPH Department in a 

form and manner prescribed by the 

Exchange. Additionally, Rule 3.10(d) 

provides that the TPH Department shall 

investigate, among other applicants, 

each applicant applying to be a 

Responsible Person or nominee (with 

the exception of any associated person 

applicant that is a current Trading 

Permit Holder, Responsible Person or 

nominee, any applicant that was a 

Trading Permit Holder, Responsible 

Person or nominee within 9 months 

prior to the date of receipt of that 

applicant’s application by the TPH 

Department, and any Trading Permit 

Holder, Responsible Person, nominee or 

associated person applicant that was 


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