30 Day Notice

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Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices

companies from 24 months to 48
months.20 As stated above, Nasdaq faces
competition in the market for listing
services, and competes, in part, by
offering valuable services to companies.
Accordingly Nasdaq believes that it is
reasonable to enhance complimentary
services to attract Eligible New Listings
as part of this competition.
The Commission has previously
indicated pursuant to Section 19(b) of
the Exchange Act 21 that updating the
values of the services within the rule is
necessary,22 and Nasdaq does not
believe this update has an effect on the
allocation of fees nor does it permit
unfair discrimination, as issuers will
continue to receive the same services,
except for the additional services
described above. Further, this update
will enhance the transparency of
Nasdaq’s rules and the value of the
services it offers companies, thus
promoting just and equitable principles
of trade. As such, the proposed rule
change is consistent with the
requirements of Section 6(b)(4) and (5)
of the Exchange Act.
Finally, Nasdaq notes that the
proposed change to update the title in
IM–5900–7 is consistent with Section
6(b)(5) of the Exchange Act because it
will clarify the rule without making any
substantive change.
Nasdaq represents, and this proposed
rule change will help ensure, that
individual listed companies are not
given specially negotiated packages of
products or services to list, or remain
listed, which the Commission has
previously stated would raise unfair
discrimination issues under the
Exchange Act.23
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 noted
above, Nasdaq faces competition in the
20 Exchange Act Release No. 90466 (November 20,
2020), 85 FR 76129 (November 27, 2020) (SR–
NYSE–2020–94).
21 15 U.S.C. 78s(b).
22 See Exchange Act Release No. 72669 (July 24,
2014), 79 FR 44234 (July 30, 2014) (SR–NASDAQ–
2014–058) (footnote 39 and accompanying text:
‘‘We would expect Nasdaq, consistent with Section
19(b) of the Exchange Act, to periodically update
the retail values of services offered should they
change. This will help to provide transparency to
listed companies on the value of the free services
they receive and the actual costs associated with
listing on Nasdaq.’’).
23 See Exchange Act Release No. 79366, 81 FR
85663 at 85665 (citing Securities Exchange Act
Release No. 65127 (August 12, 2011), 76 FR 51449,
51452 (August 18, 2011) (approving NYSE–2011–
20)).

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market for listing services, and
competes, in part, by offering valuable
services to companies. The proposed
rule changes reflect that competition,
but do not impose any burden on the
competition with other exchanges.
Other exchanges can also offer similar
services to companies, thereby
increasing competition to the benefit of
those companies and their shareholders.
Accordingly, Nasdaq does not believe
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Exchange Act, as
amended.
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.

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–2021–002 and
should be submitted on or before
February 16, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.24
J. Matthew DeLesDernier,
Assistant Secretary.

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:

[FR Doc. 2021–01593 Filed 1–25–21; 8:45 am]

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–2021–002 on the subject line.

Submission for OMB Review;
Comment Request

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–2021–002. 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

Extension:
Rule 12d2–2 and Form 25

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BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–86, OMB Control No.
3235–0080]

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
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
24 17

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CFR 200.30–3(a)(12).

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Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices
extension of the existing collection of
information provided for in Rule 12d2–
2 (17 CFR 240.12d2–2) and Form 25 (17
CFR 249.25) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.).
On February 12, 1935, the
Commission adopted Rule 12d2–2 1 and
Form 25, under the Securities Exchange
Act of 1934 (‘‘Act’’), to establish the
conditions and procedures under which
a security may be delisted from an
exchange and withdrawn from
registration under Section 12(b) of the
Act.2 The Commission adopted
amendments to Rule 12d2–2 and Form
25 in 2005.3 Under the adopted Rule
12d2–2, all issuers and national
securities exchanges seeking to delist
and deregister a security in accordance
with the rules of an exchange must file
the adopted version of Form 25 with the
Commission. The Commission also
adopted amendments to Rule 19d–1
under the Act to require exchanges to
file the adopted version of Form 25 as
notice to the Commission under Section
19(d) of the Act. Finally, the
Commission adopted amendments to
exempt standardized options and
security futures products from Section
12(d) of the Act. These amendments are
intended to simplify the paperwork and
procedure associated with a delisting
and to unify general rules and
procedures relating to the delisting
process.
Form 25 is useful because it informs
the Commission that a security
previously traded on an exchange is no
longer traded. In addition, Form 25
enables the Commission to verify that
the delisting and/or deregistration has
occurred in accordance with the rules of
the exchange. Further, Form 25 helps to
focus the attention of delisting issuers to
make sure that they abide by the proper
procedural and notice requirements
associated with a delisting and/or
deregistration. Without Rule 12d2–2
and Form 25, as applicable, the
Commission would be unable to fulfill
its statutory responsibilities.
There are 24 national securities
exchanges that could possibly be
respondents complying with the
requirements of the Rule and Form 25.4
1 See Securities Exchange Act Release No. 98
(February 12, 1935).
2 See Securities Exchange Act Release No. 7011
(February 5, 1963), 28 FR 1506 (February 16, 1963).
3 See Securities Exchange Act Release No. 52029
(July 14, 2005), 70 FR 42456 (July 22, 2005).
4 The staff notes that a few of these 24 registered
national securities exchanges only have rules to
permit the listing of standardized options, which
are exempt from Rule 12d2–2 under the Act.
Nevertheless, the staff counted national securities
exchanges that can only list options as potential
respondents because these exchanges could

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The burden of complying with Rule
12d2–2 and Form 25 is not evenly
distributed among the exchanges,
however, since there are many more
securities listed on the New York Stock
Exchange, the NASDAQ Stock Market,
and NYSE American than on the other
exchanges. However, for purposes of
this filing, the Commission staff has
assumed that the number of responses is
evenly divided among the exchanges.
Since approximately 830 responses
under Rule 12d2–2 and Form 25 for the
purpose of delisting and/or
deregistration of equity securities are
received annually by the Commission
from the national securities exchanges,
the resultant aggregate annual reporting
hour burden would be, assuming on
average one hour per response, 830
annual burden hours for all exchanges
(24 exchanges × an average of 34.6
responses per exchange × 1 hour per
response). In addition, since
approximately 110 responses are
received by the Commission annually
from issuers wishing to remove their
securities from listing and registration
on exchanges, the Commission staff
estimates that the aggregate annual
reporting hour burden on issuers would
be, assuming on average one reporting
hour per response, 110 annual burden
hours for all issuers (110 issuers × 1
response per issuer × 1 hour per
response). Accordingly, the total annual
hour burden for all respondents to
comply with Rule 12d2–2 is 940 hours
(830 hours for exchanges + 110 hours
for issuers). The total related internal
compliance cost associated with these
burden hours is $201,615 ($166,415 for
exchanges plus $35,200 for issuers).
The collection of information
obligations imposed by Rule 12d2–2
and Form 25 are mandatory. The
response will be available to the public
and will not be kept confidential.
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.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
potentially adopt new rules, subject to Commission
approval under Section 19(b) of the Act, to list and
trade equity and other securities that have to
comply with Rule 12d2–2 under the Act. Notice
registrants that are registered as national securities
exchanges solely for the purposes of trading
securities futures products have not been counted
since, as noted above, securities futures products
are exempt from complying with Rule 12d–2–2
under the Act and therefore do not have to file
Form 25.

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7159

for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission, c/
o Cynthia Roscoe, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: Janaury 21, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–01663 Filed 1–25–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90948; File No. SR–FICC–
2020–015]

Self-Regulatory Organizations; Fixed
Income Clearing Corporation; Order
Approving Proposed Rule Change To
Include Same-Day Settling Trades in
the Risk Management, Novation,
Guarantee, and Settlement Services of
the Government Securities Division’s
Delivery-Versus-Payment Service, and
Make Other Changes
January 19, 2021.

On November 19, 2020, Fixed Income
Clearing Corporation (‘‘FICC’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 proposed rule
change SR–FICC–2020–015 (the
‘‘Proposed Rule Change’’) to (1) expand
FICC’s provision of central counterparty
services to include the start leg of
certain repurchase agreement (‘‘repo’’)
transactions, and (2) enable
participating FICC members to pair-off
and settle certain offsetting obligations,
as described more fully below.3 The
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 On November 19, 2020, FICC also filed the
proposals contained in the Proposed Rule Change
as advance notice SR–FICC–2020–803 (the
‘‘Advance Notice’’) with the Commission pursuant
to Section 806(e)(1) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act entitled the
Payment, Clearing, and Settlement Supervision Act
of 2010 (‘‘Clearing Supervision Act’’), 12 U.S.C.
5465(e)(1), and Rule 19b–4(n)(1)(i) of the Act, 17
CFR 240.19b–4(n)(1)(i). Notice of filing of the
Advance Notice was published in the Federal
Register on December 29, 2020. Securities Exchange
Act Release No. 90736 (December 21, 2020), 85 FR
85743 (December 29, 2020) (File No. SR–FICC–
2020–803) (‘‘Notice of Filing’’). The Commission
received no comment letters in response to the
Notice of Filing.
2 17

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