[Federal Register Volume 86, Number 105 (Thursday, June 3, 2021)]
[Notices]
[Pages 29864-29868]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-11693]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92068; File No. SR-NASDAQ-2021-009]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval of Proposed Rule Change, as Modified by Amendment No. 1, To 
Amend Equity 4, Rule 4754 Relating to the Limit Up-Limit Down Closing 
Cross

May 28, 2021.

I. Introduction

    On February 11, 2021, The Nasdaq Stock Market LLC (``Exchange'' or 
``Nasdaq'') 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\ a 
proposed rule change to amend Equity 4, Rule (``Rule'') 4754 relating 
to the Limit Up-Limit Down (``LULD'') closing cross. The proposed rule 
change was published for comment in the Federal Register on March 3, 
2021.\3\ On April 9, 2021, the Exchange filed Amendment No. 1 to the 
proposed rule change, which amended and superseded the proposed rule 
change as originally filed.\4\ On April 15, 2021, pursuant to Section 
19(b)(2) of the Act,\5\ the Commission designated a longer period 
within which to approve the proposed rule change, disapprove the 
proposed rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change.\6\ The Commission has not received 
any comment letters on the proposed rule change. The Commission is 
publishing this notice to solicit comments on Amendment No. 1 from 
interested persons, and is approving the proposed rule change, as 
modified by Amendment No. 1, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 91208 (February 25, 
2021), 86 FR 12503.
    \4\ In Amendment No. 1, the Exchange amended the proposal to: 
(1) Specify the dissemination of certain imbalance information 
before the LULD closing cross; (2) clarify the process for 
calculating the LULD closing cross price and the benchmark prices 
for the LULD closing cross; (3) specify the treatment of imbalance 
only orders for purposes of LULD closing cross price selection; (4) 
provide additional explanation to support the proposal; (5) specify 
the implementation date for the proposal; and (6) make other 
clarifying, technical, and conforming changes. Amendment No. 1 is 
available on the Commission's website at: https://www.sec.gov/comments/sr-nasdaq-2021-009/srnasdaq2021009-8670132-235426.pdf.
    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 91581, 86 FR 20759 
(April 21, 2021). The Commission designated June 1, 2021, as the 
date by which the Commission shall approve or disapprove, or 
institute proceedings to determine whether to disapprove, the 
proposed rule change, as modified by Amendment No. 1.
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 1

    The Nasdaq closing cross is the Exchange's process for determining 
the price at which orders will be executed at the close and for 
executing those orders, and the price determined by the Nasdaq closing 
cross is the Nasdaq official closing price for securities that 
participate in the cross.\7\ The Nasdaq closing cross begins at 4:00 
p.m.,\8\ and the Exchange applies a price range within which the Nasdaq 
closing cross must occur.\9\ Currently, the Exchange applies a 
threshold amount that is the greater of $0.50 or 10% of the midpoint of 
the Nasdaq best bid and offer, and that amount is then added to the 
Nasdaq best offer and subtracted from the Nasdaq best bid to establish 
the price range.\10\
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    \7\ See Rule 4754(a)(6) and (b)(4). See also Rule 4754(b)(2) 
(describing the methodology for determining the Nasdaq closing cross 
price).
    \8\ All times referenced are in Eastern Time.
    \9\ See Rule 4754(b). If the Nasdaq closing cross price 
established pursuant to Rule 4754(b)(2)(A)-(D) is outside the 
benchmarks established by the Exchange by a threshold amount, the 
Nasdaq closing cross will occur at a price within the threshold 
amounts that best satisfies the conditions of Rule 4754(b)(2)(A)-
(D). See Rule 4754(b)(2)(E).
    \10\ See Amendment No. 1, supra note 4, at 6. Nasdaq management 
may set and modify the benchmarks and thresholds from time to time 
upon prior notice to market participants. See Rule 4754(b)(2)(E).
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    The LULD closing cross is the Exchange's process for executing 
closing trades in Nasdaq-listed securities when an LULD trading pause 
pursuant to Rule 4120(a)(12) exists at or after 3:50 p.m.

[[Page 29865]]

and before 4:00 p.m.\11\ The Exchange proposes to make certain changes 
to the LULD closing cross in order to further align that process with 
the regular Nasdaq closing cross process.\12\
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    \11\ See Rule 4754(b)(6).
    \12\ See Amendment No. 1, supra note 4, at 4. The Exchange 
proposes to implement the proposed changes by the end of Q3 2021, 
and will provide prior notice in an Equity Trader Alert. See id.
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A. LULD Closing Cross Time and Benchmark Prices

    Currently, unlike the regular Nasdaq closing cross, the LULD 
closing cross occurs at 4:00 p.m. unless an order imbalance exists, in 
which case the Exchange will extend the time of the cross by one minute 
until the order imbalance no longer exists.\13\ If this condition 
persists until 5:00 p.m., the Exchange will not conduct an LULD closing 
cross in the security and will instead use the last sale on the 
Exchange as the Nasdaq official closing price for that security.\14\ In 
addition, currently, unlike the regular Nasdaq closing cross, the 
Exchange does not apply a price range within which the LULD closing 
cross must occur. The Exchange now proposes to eliminate extensions of 
the LULD closing cross beyond 4:00 p.m.\15\ and to require that the 
LULD closing cross occur within certain benchmark prices.
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    \13\ See Rule 4754(b)(6)(A)(i) and (iii).
    \14\ See Rule 4754(b)(6)(A)(iii).
    \15\ In connection with eliminating extensions of the LULD 
closing cross, the Exchange proposes to remove Rule 
4754(b)(6)(A)(iii), which currently describes extensions of the LULD 
closing cross, and parts of Rule 4754(b)(6)(C)(iii), which currently 
describe the handling of certain orders after 4:00 p.m. for purposes 
of the LULD closing cross.
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    As proposed, for any security that entered a trading pause that was 
extended prior to 3:50 p.m., the upper (lower) benchmark price would be 
established by adding (subtracting) a threshold amount to the upper 
(from the lower) auction collar \16\ that was last updated with the 
extension of the trading pause, rounded to the nearest minimum price 
increment (with midpoint prices being rounded up), and the lower 
(upper) benchmark price would be the lower (upper) auction collar that 
was last updated with the upper (lower) auction collar used to 
calculate the upper (lower) benchmark price.\17\ For any security that 
entered a trading pause that was not extended prior to 3:50 p.m., the 
upper (lower) benchmark price would be established by adding 
(subtracting) a threshold amount to the upper auction collar for a 
Limit Up triggered pause (from the lower auction collar for a Limit 
Down triggered pause), rounded to the nearest minimum price increment 
(with midpoint prices being rounded up), and the lower (upper) 
benchmark price would be the lower (upper) auction collar disseminated 
with the upper (lower) auction collar used to calculate the upper 
(lower) benchmark price.\18\ For any security that entered a trading 
pause at or after 3:50 p.m., the upper (lower) benchmark price would be 
established by adding (subtracting) a threshold amount to the upper 
band for a Limit Up triggered pause (from the lower band for a Limit 
Down triggered pause), rounded to the nearest minimum price increment 
(with midpoint prices being rounded up), and the lower (upper) 
benchmark price would be the lower (upper) band in place at the time 
the trading pause was triggered.\19\ The benchmark prices would be 
published via the Nasdaq UTP SIP and Exchange proprietary data 
feeds.\20\
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    \16\ See Rule 4120(c)(10) (describing the auction collars for 
reopening following an LULD trading pause).
    \17\ See proposed Rule 4754(b)(6)(E)(i). The Exchange states 
that it would use the last widened auction collar in this scenario 
because a security that entered a trading pause prior to 3:50 p.m. 
would be subject to the Exchange's reopening process in Rule 
4120(c)(10), where the Exchange would halt the security for an 
initial five-minute period and extend the halt in five-minute 
increments if the specified reopening criteria are not met, widening 
the relevant auction collar at the start of each five-minute 
extension. See Amendment No. 1, supra note 4, at 9 n.18.
    \18\ See proposed Rule 4754(b)(6)(E)(ii). The Exchange states 
that this scenario would cover securities that entered a trading 
pause between 3:45 p.m. and 3:50 p.m., and because the Exchange does 
not extend the reopening process in Rule 4120(c)(10) or widen 
auction collars past 3:50 p.m., it would use the initial reopening 
auction collar. See Amendment No. 1, supra note 4, at 9-10 n.19.
    \19\ See proposed Rule 4754(b)(6)(E)(iii). The Exchange states 
that it would use the LULD band that triggered the pause in this 
scenario because the Exchange does not conduct the LULD reopening 
process at or after 3:50 p.m. and therefore there are no reopening 
auction collars in this scenario. See Amendment No. 1, supra note 4, 
at 10 n.20.
    \20\ See Amendment No. 1, supra note 4, at 8.
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    The Exchange proposes to initially set the price threshold amounts 
at the greater of $1.00 or 10% for securities with a reference price 
greater than $1.00 (or $0.50 for securities with a reference price 
equal to or less than $1.00).\21\ As proposed, Nasdaq management would 
be able to set and modify these thresholds from time to time upon prior 
notice to market participants.\22\
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    \21\ See id. at 8-9.
    \22\ See proposed Rule 4754(b)(6)(E). These threshold amounts, 
like the threshold amounts currently used for the regular Nasdaq 
closing cross, would be published on the Exchange's public website. 
See Amendment No. 1, supra note 4, at 8.
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    As proposed, at 4:00 p.m., the Exchange would conduct the LULD 
closing cross, and if the cross price would fall outside of the 
benchmark prices, the LULD closing cross would execute all available 
orders at a price within or equal to the benchmark prices.\23\ Any 
unexecuted orders intended for the LULD closing cross (i.e., market on 
close (``MOC''),\24\ limit on close (``LOC''),\25\ and imbalance only 
(``IO'') orders),\26\ including those that fall outside the benchmark 
prices, would be cancelled.\27\ All other orders not executed in the 
LULD closing cross would be processed according to the entering firm's 
instructions.\28\
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    \23\ See Amendment No. 1, supra note 4, at 12.
    \24\ See Rule 4702(b)(11) (defining a MOC order as an order type 
entered without a price that may be executed only during the Nasdaq 
closing cross).
    \25\ See Rule 4702(b)(12) (defining a LOC order as an order type 
entered with a price that may be executed only in the Nasdaq closing 
cross, and only if the price determined by the Nasdaq closing cross 
is equal to or better than the price at which the LOC order was 
entered).
    \26\ See Rule 4702(b)(13) (defining an IO order as an order 
entered with a price that may be executed only in the Nasdaq closing 
cross and only against MOC orders or LOC orders).
    \27\ See Amendment No. 1, supra note 4, at 12.
    \28\ See id.
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B. LULD Closing Cross Price Determination

    Currently, the LULD closing cross price is determined by the same 
execution algorithm as the regular Nasdaq closing cross.\29\ The 
Exchange now proposes to modify the methodology for determining the 
LULD closing cross price.\30\ As proposed, the LULD closing cross would 
occur at the price within the benchmark prices established pursuant to 
proposed Rule 4754(b)(6)(E) that maximizes the number of shares of 
eligible interest,\31\ MOC, LOC, and IO orders in the Nasdaq market 
center to be executed.\32\ If more than one such price exists, the LULD 
closing cross would occur at the price within the benchmark prices that 
minimizes any imbalance.\33\ If more

[[Page 29866]]

than one such price exists, the LULD closing cross would occur at the 
entered price within the benchmark prices at which shares will remain 
unexecuted in the cross.\34\ If no price within the benchmark prices 
would satisfy these conditions, then: (i) If an imbalance exists, the 
LULD closing cross would occur at a price equal to the upper (lower) 
benchmark price for a buy (sell) imbalance; and (ii) if no imbalance 
exists, the LULD closing cross would occur at a price that minimizes 
the distance from the last published upper band (lower band) for a 
Limit Up (Limit Down) trading pause.\35\
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    \29\ See id. at 16.
    \30\ See proposed Rule 4754(b)(6)(D). See also Rule 
4754(b)(2)(A)-(F) (describing the methodology for determining the 
regular Nasdaq closing cross price).
    \31\ For purposes of the LULD closing cross, the Exchange 
proposes to define ``eligible interest'' to have the same meaning as 
``close eligible interest'' in Rule 4754(a), with the addition of 
any new orders with an eligible underlying order type and order 
attribute entered during the trading pause. See proposed Rule 
4754(b)(6)(A)(i). See also Rule 4754(a)(1) (defining ``close 
eligible interest'' to mean any quotation or any order that may be 
entered into the system and designated with a time-in-force of SDAY, 
SGTC, MDAY, MGTC, SHEX, or GTMC).
    \32\ See proposed Rule 4754(b)(6)(D)(i). The Exchange states 
that proposed Rule 4754(b)(6)(D)(i) is similar to Rule 4754(b)(2)(A) 
(i.e., maximizing the number of shares executed in the cross). See 
Amendment No. 1, supra note 4, at 16.
    \33\ See proposed Rule 4754(b)(6)(D)(ii). For purposes of the 
LULD closing cross, the Exchange proposes to define ``imbalance'' to 
mean the number of shares of buy or sell MOC or LOC orders or 
eligible interest that cannot be matched with other MOC, LOC, or IO 
orders or eligible interest at a particular price at any given time. 
See proposed Rule 4754(b)(6)(A)(ii). The Exchange states that 
proposed Rule 4754(b)(6)(D)(ii) is based on the same principle as 
Rule 4754(b)(2)(B) (i.e., minimizing the number of shares that 
cannot be matched in the cross). See Amendment No. 1, supra note 4, 
at 17.
    \34\ See proposed Rule 4754(b)(6)(D)(iii). The Exchange states 
that proposed Rule 4754(b)(6)(D)(iii) is similar to Rule 
4754(b)(2)(C). See Amendment No. 1, supra note 4, at 18.
    \35\ See proposed Rule 4754(b)(6)(D)(iv). The Exchange states 
that Rule 4754(b)(2)(D) uses the midpoint of the Nasdaq best bid and 
offer as the tiebreaker for the regular Nasdaq closing cross, 
whereas there would be no continuous market prior to the execution 
of the LULD closing cross and proposed Rule 4754(b)(6)(D)(iv) would 
better reflect current market forces and conditions for an LULD 
closing cross. See Amendment No. 1, supra note 4, at 18-19.
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    Currently, Rule 4754(b)(6) provides that, in the event of an LULD 
closing cross, MOC, LOC, and IO orders intended for the closing cross 
entered into the system and place on the book prior to the trading 
pause will remain on the book to participate in the LULD closing cross, 
but these orders may not be modified or cancelled. Rule 4754(b)(6) also 
provides that, during the pause and prior to 4:00 p.m., new orders 
(other than MOC or LOC orders) may be entered, modified, and cancelled 
and may participate in the LULD closing cross. The Exchange now 
proposes to modify the handling of MOC, LOC, and IO orders such that 
they could be entered, modified, and cancelled pursuant to Rules 
4702(b)(11), 4702(b)(12), and 4702(b)(13), respectively.\36\ Therefore, 
as proposed, MOC, LOC, and IO orders could be entered, modified, and 
cancelled during the same time periods for an LULD closing cross as for 
a regular Nasdaq closing cross. However, unlike the regular Nasdaq 
closing cross where if the price of an IO order to buy (sell) is higher 
than (lower than) the highest bid (lowest offer) on the Nasdaq book, 
the price of the IO order will be modified repeatedly to equal the 
highest bid (lowest offer) on the Nasdaq book,\37\ for purposes of LULD 
closing cross price selection, buy (sell) IO orders would be re-priced 
to one minimum price increment below (above) the LULD band that 
triggered the trading pause.\38\
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    \36\ See proposed Rule 4754(b)(6)(F)(ii).
    \37\ See Rule 4702(b)(13)(A).
    \38\ See proposed Rule 4754(b)(6)(F)(iii).
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C. Imbalance Information

    Currently, Rule 4754(b)(6)(B) provides that, in the event of an 
LULD closing cross, the Exchange continues disseminating the order 
imbalance indicator (``NOII'') every second until after hours trading 
begins. The Exchange proposes to amend this rule to also specify the 
dissemination of the early order imbalance indicator (``EOII'') before 
the LULD closing cross.\39\ As with the regular Nasdaq closing cross, 
EOII would be disseminated every 10 seconds beginning at 3:50 p.m. 
until the NOII begins to disseminate, and the NOII would be 
disseminated every second beginning at 3:55 p.m. until market 
close.\40\
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    \39\ See proposed Rule 4754(b)(6)(C).
    \40\ See id.; Amendment No. 1, supra note 4, at 21-22. See also 
Rule 4754(b)(1) (describing EOII and NOII dissemination for the 
regular Nasdaq closing cross).
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    Currently, Rule 4754(b)(6)(B) also provides that the near price, 
far price, and reference prices contained in the NOII all represent the 
price at which the LULD closing cross would execute should the cross 
conclude at that time. As proposed, the near clearing price \41\ and 
reference price contained in the EOII and NOII, as applicable, would 
represent the price at which the LULD closing cross would execute 
should the cross conclude at that time (i.e., bounded by the benchmark 
prices),\42\ and the far clearing price would represent the price at 
which eligible interest, MOC, LOC, and IO orders would execute (i.e., 
not bounded by the benchmark prices).\43\
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    \41\ The Exchange proposes to replace all references to the 
``near price'' and ``far price'' with the ``near clearing price'' 
and ``far clearing price'' respectively to align with terminology 
used throughout Rule 4754. See Amendment No. 1, supra note 4, at 22.
    \42\ See proposed Rule 4754(b)(6)(C); Amendment No. 1, supra 
note 4, at 22.
    \43\ See proposed Rule 4754(b)(6)(C); Amendment No. 1, supra 
note 4, at 22. The far clearing price would be different from the 
near clearing price and reference price to indicate that not all 
marketable orders can be filled within the benchmark prices. See 
Amendment No. 1, supra note 4, at 22.
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D. Other Changes

    The Exchange proposes to specify in Rule 4754(b)(6) that the LULD 
closing cross process only applies to Nasdaq-listed securities, rather 
than all stocks. The Exchange also proposes a conforming change in Rule 
4754(b)(6)(B)(i) to clarify that the LULD closing cross applies when a 
trading pauses exists (rather than is triggered) at or after 3:50 p.m. 
and before 4:00 p.m. Finally, the Exchange proposes to update obsolete 
cross references in Rules 4756(c)(3)(B) and 4763(b) to Rule 4751.\44\
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    \44\ See Amendment No. 1, supra note 4, at 23.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1, is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\45\ In particular, the 
Commission finds that the proposed rule change, as modified by 
Amendment No, 1, is consistent with Section 6(b)(5) of the Act,\46\ 
which requires, among other things, that the rules of a national 
securities exchange 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 
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.
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    \45\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \46\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposed benchmark prices and 
other changes to the LULD closing cross would more closely align the 
LULD closing cross process with the regular Nasdaq closing cross 
process and would promote a more consistent experience for those that 
participate in the crosses. The Commission also believes that the 
differences between the proposed LULD closing cross process and the 
regular Nasdaq closing cross process are reasonably designed to reflect 
the differences in market conditions leading up to the crosses.
    More specifically, the Commission believes that the proposed 
benchmark prices for the LULD closing cross would help ensure that the 
closing price of a security is reasonably related to current market 
conditions. The Commission also believes that the addition of benchmark 
prices would further harmonize the LULD closing cross process with the 
regular Nasdaq closing cross process, while reflecting market

[[Page 29867]]

conditions for the security leading up to the LULD closing cross. In 
particular, the Commission believes that the proposed methodology for 
determining the benchmark prices would reflect that there is no 
continuous trading in the security and no Nasdaq best bid and offer 
based on continuous trading in the security during the pause leading up 
to the cross,\47\ that the cross would occur following a period of 
increased volatility in the security,\48\ and the direction of trading 
that triggered the pause in the security and the existence of buy or 
sell pressure in the security leading up to the cross.\49\
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    \47\ As described above, the benchmark prices for the LULD 
closing cross would be calculated based on the reopening auction 
collars or the LULD bands, rather than the midpoint of the Nasdaq 
best bid and offer as is the case with the regular Nasdaq closing 
cross.
    \48\ As described above, the initial threshold amounts for 
determining the benchmark prices for the LULD closing cross (i.e., 
the greater of $1.00 or 10% for securities with a reference price 
greater than $1.00, and $0.50 for securities with a reference price 
equal to or less than $1.00) may be greater than the current 
threshold amounts for determining the price range for the regular 
Nasdaq closing cross (i.e., the greater of $0.50 or 10%). As with 
the regular Nasdaq closing cross, Nasdaq management would be able to 
set and modify these threshold amounts from time to time upon prior 
notice to market participants.
    \49\ As described above, the threshold amounts for the LULD 
closing cross would be applied to the most recently expanded 
reopening auction collar (if the trading pause was extended before 
3:50 p.m.) or in the direction of trading that caused the trading 
pause (if the trading pause was not extended before 3:50 p.m. or if 
the trading pause occurred at or after 3:50 p.m.), whereas the 
threshold amounts for the regular Nasdaq closing cross are applied 
to both the Nasdaq best bid and Nasdaq best offer.
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    The Commission also believes that the proposed methodology for 
determining the LULD closing cross price would reflect the proposed 
benchmark prices and allow for similar experiences for those that 
participate in the regular Nasdaq closing cross and the LULD closing 
cross. In addition, the Commission believes that the proposed 
methodology, including the proposed definitions of eligible interest 
and imbalance and the proposed treatment of IO orders, are reasonably 
designed to reflect market conditions leading up to the LULD closing 
cross, including that there is no continuous trading in the security 
and no Nasdaq best bid and offer based on continuous trading in the 
security leading up to the cross, and the existence of any buy or sell 
imbalance in the security leading up to the cross.
    Further, the Commission believes that the proposal to eliminate 
extensions of the LULD closing cross past 4:00 p.m. would provide more 
certainty regarding the timing of the LULD closing cross and align that 
timing with the regular Nasdaq closing cross. The Commission also 
believes that the proposed timing for entering, modifying, and 
cancelling MOC, LOC, and IO orders for the LULD closing cross would 
allow additional interest to participate in the cross and further align 
the LULD closing cross process with the regular Nasdaq closing cross 
process with respect to these orders.
    Finally, the Commission believes that the proposal to specify the 
dissemination of EOII would provide transparency regarding the 
information that is disseminated in advance of the LULD closing 
cross.\50\ Similarly, the Commission believes that the proposal to 
specify that the LULD closing cross only applies to Nasdaq-listed 
securities and clarify that the LULD closing cross applies when a 
trading pause exists (rather than is triggered) at or after 3:50 p.m. 
and before 4:00 p.m. would provide greater transparency regarding the 
LULD closing cross process. The Commission also believes that updating 
obsolete cross references in Rules 4756(c)(3)(B) and 4763(b) would 
provide greater clarity in the Exchange's rules.
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    \50\ The Commission also believes that the proposed differences 
between the near clearing price and reference price, and the far 
clearing price, would reflect the addition of benchmark prices to 
the LULD closing cross.
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IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule 
Change

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment No. 1 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-2021-009 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-2021-009. 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-2021-009, and should be submitted 
on or before June 24, 2021.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of publication of notice of the filing of Amendment No. 
1 in the Federal Register. As discussed above, in Amendment No. 1, the 
Exchange specified the dissemination of certain imbalance information 
before the LULD closing cross, clarified the process for calculating 
the LULD closing cross price and the benchmark prices, specified the 
treatment of IO orders for purposes of LULD closing cross price 
selection, provided additional explanation to support the proposal, 
specified the implementation date for the proposal, and made other 
clarifying, technical, and conforming changes. The Commission believes 
that the changes made in Amendment No. 1 do not raise any material or 
novel regulatory issues and they provide further clarity to and 
consistency within the proposal. Accordingly, the Commission finds good 
cause, pursuant to Section 19(b)(2) of the Act,\51\ to approve the 
proposed rule change, as modified by Amendment No. 1, on an accelerated 
basis.
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    \51\ 15 U.S.C. 78s(b)(2).

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[[Page 29868]]

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\52\ that the proposed rule change (SR-NASDAQ-2021-009), as 
modified by Amendment No. 1, be, and hereby is, approved on an 
accelerated basis.
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    \52\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\53\
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    \53\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-11693 Filed 6-2-21; 8:45 am]
BILLING CODE 8011-01-P


