Form S-3 60 Day Federal Register Notice

11780

Federal Register / Vol. 87, No. 41 / Wednesday, March 2, 2022 / Notices

For the Commission, by the Office of
Municipal Securities, pursuant to delegated
authority.1
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2022–04331 Filed 3–1–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–61, OMB Control No.
3235–0073]

Dated: February 25, 2022.
Jill M. Peterson,
Assistant Secretary.

Proposed Collection; Comment
Request

[FR Doc. 2022–04387 Filed 3–1–22; 8:45 am]

Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736

lotter on DSK11XQN23PROD with NOTICES1

Extension:
Form S–3

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
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Form S–3 (17 CFR 239.13) is a short
form registration statement used by
domestic issuers to register a public
offering of their securities under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.). Form S–3 takes approximately
466.4566 hours per response and is filed
by approximately 1,651 issuers
annually. We estimate that 25% of the
466.4566 hours per response (116.6141
hours) is prepared by the issuer for a
total annual reporting burden of 192,530
hours (116.6141 hours per response ×
1,651 responses).
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information 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 within 60 days of this
publication by May 2, 2022.

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17:34 Mar 01, 2022

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An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
Please direct your written comment 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_
[email protected].

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–94311; File No. SR–
NASDAQ–2021–045]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Order
Disapproving a Proposed Rule
Change, as Modified by Amendment
No. 2, To Modify Certain Pricing
Limitations for Companies Listing in
Connection With a Direct Listing
Primary Offering
February 24, 2022

On June 11, 2021, The Nasdaq Stock
Market LLC (‘‘Nasdaq’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) 1 of the Securities Exchange Act
of 1934 (‘‘Exchange Act’’) 2 and Rule
19b–4 thereunder,3 a proposed rule
change to modify certain pricing
limitations for companies listing in
connection with a direct listing primary
offering in which the company will sell
shares itself in the opening auction on
the first day of trading on the Exchange.
The proposed rule change was
published for comment in the Federal
Register on June 30, 2021.4 On August
12, 2021, pursuant to Section 19(b)(2) of
the Exchange Act,5 the Commission
designated a longer period within which
to either approve or disapprove the
proposed rule change, or institute
proceedings to determine whether to
1 15

U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 See Securities Exchange Act Release No. 92256
(June 24, 2021), 86 FR 34815 (June 30, 2021)
(‘‘Notice’’). Comments received on the proposal are
available on the Commission’s website at: https://
www.sec.gov/comments/sr-nasdaq-2021-045/
srnasdaq2021045.htm.
5 15 U.S.C. 78s(b)(2).
2 15

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disapprove the proposed rule change.6
On September 24, 2021, the
Commission instituted proceedings
under Section 19(b)(2)(B) of the
Exchange Act 7 to determine whether to
approve or disapprove the proposed
rule change.8
On December 20, 2021, the
Commission extended the time period
for approving or disapproving the
proposal to February 25, 2022.9 On
December 22, 2021, the Exchange filed
Amendment No. 2 to the proposed rule
change, which superseded the proposed
rule change as originally filed.10
Amendment No. 2 was published for
comment in the Federal Register on
January 12, 2022.11
This order disapproves the proposed
rule change, as modified by Amendment
No. 2, because, as discussed below,
Nasdaq has not met its burden under the
Exchange Act and the Commission’s
Rules of Practice to demonstrate that its
proposal is consistent with the
requirements of Exchange Act Section
6(b)(5), and, in particular, the
requirement that the rules of a national
securities exchange be designed to
prevent fraudulent and manipulative
acts and practices, promote just and
equitable principles of trade, and
protect investors and the public interest.
I. Description of the Proposal, as
Modified by Amendment No. 2
Nasdaq Listing Rule IM–5315–2
provides listing requirements for
Nasdaq’s Global Select Market for a
company that has not previously had its
common equity securities registered
under the Exchange Act to list its
common equity securities on the
Exchange at the time of effectiveness of
a registration statement 12 pursuant to
which the company will sell shares
itself in the opening auction on the first
day of trading on the Exchange (a
‘‘Direct Listing with a Capital Raise’’).13
6 See Securities Exchange Act Release No. 92649,
86 FR 46295 (August 18, 2021). The Commission
designated September 28, 2021, as the date by
which it should approve, disapprove, or institute
proceedings to determine whether to disapprove the
proposed rule change.
7 15 U.S.C. 78s(b)(2)(B).
8 See Securities Exchange Act Release No. 93119
(September 24, 2021), 86 FR 54262 (September 30,
2021) (‘‘OIP’’).
9 See Securities Exchange Act Release No. 93830,
86 FR 73071 (December 23, 2021).
10 On December 21, 2021, Nasdaq submitted
Amendment No. 1, which was subsequently
withdrawn.
11 See Securities Exchange Act Release No. 93924
(January 6, 2022), 87 FR 1797 (January 12, 2022)
(‘‘Amended Notice’’).
12 The reference to a registration statement refers
to a registration statement effective under the
Securities Act of 1933 (‘‘Securities Act’’).
13 A Direct Listing with a Capital Raise includes
listings where either: (i) Only the company itself is

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