[Federal Register Volume 86, Number 123 (Wednesday, June 30, 2021)]
[Notices]
[Pages 34815-34819]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-13916]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92256; File No. SR-NASDAQ-2021-045]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Proposed Rule Change To Modify Certain Pricing 
Limitations for Companies Listing in Connection With a Direct Listing 
Primary Offering

June 24, 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 June 11, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes 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 Nasdaq.
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/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.

[[Page 34816]]

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq recently adopted Listing Rule IM-5315-2 to permit a company 
to list in connection with a primary offering in 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''); \3\ 
created a new order type (the ``CDL Order''), which is used during the 
Nasdaq Halt Cross (the ``Cross'') for the shares offered by the company 
in a Direct Listing with a Capital Raise; and established requirements 
for disseminating information, establishing the opening price and 
initiating trading through the Cross in a Direct Listing with a Capital 
Raise.\4\ For a Direct Listing with a Capital Raise, Nasdaq rules 
currently require that the actual price calculated by the Cross be at 
or above the lowest price and at or below the highest price of the 
price range established by the issuer in its effective registration 
statement (the ``Pricing Range Limitation'').
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    \3\ A Direct Listing with a Capital Raise includes situations 
where either: (i) Only the company itself is selling shares in the 
opening auction on the first day of trading; or (ii) the company is 
selling shares and selling shareholders may also sell shares in such 
opening auction.
    \4\ See Securities Exchange Act Release No. 91947 (May 19, 
2021), 86 FR 28169 (May 25, 2021) (the ``Approval Order'').
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    Nasdaq now proposes to modify the Pricing Range Limitation such 
that a Direct Listing with a Capital Raise can be executed in the Cross 
at a price that is at or above the price that is 20% below the lowest 
price and at or below the price that is 20% above the highest price of 
the price range established by the issuer in its effective registration 
statement.\5\ In addition, Nasdaq proposes to modify the Pricing Range 
Limitation such that a Direct Listing with a Capital Raise can be 
executed in the Cross at a price above the price that is 20% above the 
highest price of such price range, provided that the company has 
certified to Nasdaq that such price would not materially change the 
company's previous disclosure in its effective registration statement. 
Nasdaq also proposes to make related conforming changes.
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    \5\ References in this proposal to the price range established 
by the issuer in its effective registration statement are to the 
price range disclosed in the prospectus in such registration 
statement. Separately, as explained in more details below, Nasdaq 
proposes to prescribe that the 20% threshold will be calculated 
using the high end of the price range in the prospectus at the time 
of effectiveness and may be measured from either the high end (in 
the case of an increase in the price) or low end (in the case of a 
decrease in the price) of that range.
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    Listing Rule IM-5315-2 requires that securities listing in 
connection with a Direct Listing with a Capital Raise must begin 
trading on Nasdaq following the initial pricing through the Cross, 
which is described in Rules 4120(c)(9) and 4753. Rule 4120(c)(9) 
requires that in the case of a Direct Listing with a Capital Raise, for 
purposes of releasing securities for trading on the first day of 
listing, Nasdaq, in consultation with the financial advisor to the 
issuer, will make the determination of whether the security is ready to 
trade.
    Currently, in the case of the Direct Listing with a Capital Raise, 
a security is not released for trading by Nasdaq unless the actual 
price calculated by the Cross is at or above the lowest price and at or 
below the highest price of the price range established by the issuer in 
its effective registration statement.\6\ Specifically, under Rule 
4120(c)(9)(B) Nasdaq shall release the security for trading only if: 
(i) All market orders will be executed in the Cross; and (ii) the 
actual price calculated by the Cross complies with the Pricing Range 
Limitation.
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    \6\ See Rule 4120(c)(9)(B).
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    If there is insufficient buy interest to satisfy the CDL Order and 
all other market orders, as required by the rule, or if the actual 
price calculated by the Cross is outside the price range established by 
the issuer in its effective registration statement, the Cross would not 
proceed and such security would not begin trading. Nasdaq shall 
postpone and reschedule the offering only if either or both such 
conditions are not met. In such event, because the Cross cannot be 
conducted, the Exchange would postpone and reschedule the offering and 
notify market participants via a Trader Update that the Direct Listing 
with a Capital Raise scheduled for that date has been cancelled and any 
orders for that security that have been entered on the Exchange would 
be cancelled back to the entering firms.
Proposed Change to Rule 4120(c)(9)
    While many companies are interested in alternatives to the 
traditional IPOs, based on conversations with companies and their 
advisors Nasdaq believes that there may be a reluctance to use the 
existing Direct Listing with a Capital Raise rules because of concerns 
about the Pricing Range Limitation.
    One potential benefit of a Direct Listing with a Capital Raise as 
an alternative to a traditional IPO is that it could maximize the 
chances of more efficient price discovery of the initial public sale of 
securities for issuers and investors. Unlike an IPO where the offering 
price is informed by underwriter engagement with potential investors to 
gauge interest in the offering, but ultimately decided through 
negotiations between the issuer and the underwriters for the offering, 
in a Direct Listing with a Capital Raise the initial sale price is 
determined based on market interest and the matching of buy and sell 
orders in an auction open to all market participants. In that regard, 
in the Approval Order the Commission stated that:

    The opening auction in a Direct Listing with a Capital Raise 
provides for a different price discovery method for IPOs which may 
reduce the spread between the IPO price and subsequent market 
trades, a potential benefit to existing and potential investors. In 
this way, the proposed rule change may result in additional 
investment opportunities while providing companies more options for 
becoming publicly traded.\7\
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    \7\ See Approval Order, 86 FR at 28177.

    A successful initial public offering of shares requires sufficient 
investor interest. If an offering cannot be completed due to lack of 
investor interest, there is likely to be a substantial amount of 
negative publicity for the company and the offering may be delayed or 
cancelled. The Pricing Range Limitation imposed on a Direct Listing 
with a Capital Raise (but not on a traditional IPO) increases the 
probability of such a failed offering because the offering cannot 
proceed without some delay not only for the lack of investor interest, 
but also if investor interest is greater than the company and its 
advisors anticipated. In the Approval Order, the Commission noted a 
frequent academic observation of traditional firm commitment 
underwritten offerings that the IPO price, established through 
negotiation between the underwriters and the issuer, is often lower 
than the price that the issuer could have obtained for the securities, 
based on a comparison of the IPO price to the closing price on the 
first day of trading.\8\ Nasdaq believes that the price range in a 
company's effective registration statement for a Direct Listing with a 
Capital Raise would similarly be determined by the company and its 
advisors and, therefore, there may be instances of offerings where the 
price determined by the Nasdaq opening auction will exceed the highest 
price of the price range in the company's effective registration 
statement.
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    \8\ See Approval Order, footnote 91.
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    As explained above, under the existing rule a security subject to a

[[Page 34817]]

Direct Listing with a Capital Raise cannot be released for trading by 
Nasdaq if the actual price calculated by the Cross is above the highest 
price of the price range established by the issuer in its effective 
registration statement. In this case, Nasdaq would have to cancel or 
postpone the offering until the company amends its effective 
registration statement. At a minimum, such a delay exposes the company 
to market risk of changing investor sentiment in the event of an 
adverse market event. In addition, as explained above, the 
determination of the public offering price of a traditional IPO is not 
subject to limitations similar to the Pricing Range Limitation for a 
Direct Listing with a Capital Raise, which, in Nasdaq's view, could 
make companies reluctant to use this alternative method of going public 
despite its expected potential benefits.
    Accordingly, Nasdaq proposes to modify the Pricing Range Limitation 
such that in the case of the Direct Listing with a Capital Raise, a 
security shall not be released for trading by Nasdaq unless the actual 
price at which the Cross would occur is at or above the price that is 
20% below the lowest price of the price range established by the issuer 
in its effective registration statement and at or below the price that 
is 20% above the highest price of the price range. In other words, 
Nasdaq would release the security for trading, provided all other 
necessary conditions are satisfied, even if the actual price calculated 
by the Cross is outside the price range established by the issuer in 
its effective registration statement; provided however that the actual 
price cannot be more than 20% below the lowest price or more than 20% 
above the highest price of such range; and the company specified the 
quantity of shares registered, as permitted by Securities Act Rule 457, 
as explained below. In addition, there would be no limitation on 
releasing the security for trading at a price above the price that is 
20% above the highest price of the price range established by the 
issuer in its effective registration statement if the company has 
certified to Nasdaq that such offering price would not materially 
change the company's previous disclosure in its effective registration 
statement.
    Nasdaq believes that this approach is consistent with SEC Rule 430A 
and question 227.03 of the SEC Staff's Compliance and Disclosure 
Interpretations, which generally allow a company to price a public 
offering 20% outside of the disclosed price range without regard to the 
materiality of the changes to the disclosure contained in the company's 
registration statement.\9\ Nasdaq believes such guidance also allows 
deviation above the price range beyond the 20% threshold if such change 
or deviation does not materially change the previous disclosure. 
Accordingly, Nasdaq believes that a company listing in connection with 
a Direct Listing with a Capital Raise can specify the quantity of 
shares registered, as permitted by Securities Act Rule 457, and, when 
an auction prices outside of the disclosed price range, use a Rule 
424(b) prospectus, rather than a post-effective amendment, when either 
(i) the 20% threshold noted in Rule 430A is not exceeded, regardless of 
the materiality or non-materiality of resulting changes to the 
registration statement disclosure that would be contained in the Rule 
424(b) prospectus, or (ii) when there is a deviation above the price 
range beyond the 20% threshold noted in Rule 430A if such deviation 
would not materially change the previous disclosure, in each case 
assuming the number of shares issued is not increased from the number 
of shares disclosed in the prospectus. Consistent with the Commission's 
Staff guidance on Rule 430A, Nasdaq proposes to prescribe that this 20% 
threshold will be calculated using the high end of the price range in 
the prospectus at the time of effectiveness and may be measured from 
either the high end (in the case of an increase in the price) or low 
end (in the case of a decrease in the price) of that range.
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    \9\ Securities Act Rule 457 permits issuers to register 
securities either by specifying the quantity of shares registered, 
pursuant to Rule 457(a), or the proposed maximum aggregate offering 
amount. Nasdaq expects that companies selling shares through a 
Direct Listing with a Capital Raise will register securities by 
specifying the quantity of shares registered and not a maximum 
offering amount. See also Compliance & Disclosure Interpretation of 
Securities Act Rules #227.03 at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.
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    Finally, given that, as proposed, there may be a Direct Listing 
with a Capital Raise that could price outside the price range of the 
company's effective registration statement and that there may be no 
upside limit above which the Cross could not proceed, in each instance 
of a Direct Listing with a Capital Raise, Nasdaq will issue an industry 
wide trader alert \10\ to inform the market participants that the 
auction could price up to 20% below the lowest price of the price range 
in the company's effective registration statement and specify what that 
price is. Nasdaq will also indicate in such trader alert whether or not 
there is an upside limit above which the Cross could not proceed, based 
on the company's certification, as described above. If there is no 
upside limit, Nasdaq will caution the market participants about the use 
of market orders explaining that unlike a limit order a market order 
can be executed at any price determined by the Cross.
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    \10\ Trader alert is an industry wide subscription based free 
service provided by Nasdaq.
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Proposed Conforming Changes to Listing Rule IM-5315-2
    Listing Rule IM-5315-2 allows a company that has not previously had 
its common equity securities registered under the Act to list its 
common equity securities on the Nasdaq Global Select Market at the time 
of effectiveness of a registration statement pursuant to which the 
company itself will sell shares in the opening auction on the first day 
of trading on the Exchange.
    Listing Rule IM-5315-2 provides that in determining whether a 
company listing in connection with a Direct Listing with a Capital 
Raise satisfies the Market Value of Unrestricted Publicly Held Shares 
\11\ for initial listing on the Nasdaq Global Select Market, the 
Exchange will deem such company to have met the applicable requirement 
if the amount of the company's Unrestricted Publicly Held Shares before 
the offering along with the market value of the shares to be sold by 
the company in the Exchange's opening auction in the Direct Listing 
with a Capital Raise is at least $110 million (or $100 million, if the 
company has stockholders' equity of at least $110 million).
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    \11\ See Listing Rules 5005(a)(23) and 5005(a)(45).
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    Listing Rule IM-5315-2 further provides that, for this purpose, the 
Market Value of Unrestricted Publicly Held Shares will be calculated 
using a price per share equal to the lowest price of the price range 
disclosed by the issuer in its effective registration statement.
    Because Nasdaq proposes to allow the opening auction to price up to 
20% below the lowest price of the price range established by the issuer 
in its effective registration statement, Nasdaq proposes to make a 
conforming change to Listing Rule IM-5315-2 to provide that the price 
used to determine such company's compliance with the Market Value of 
Unrestricted Publicly Held Shares is the price per share equal to the 
price that is 20% below the lowest price of the price range disclosed 
by the issuer in its effective registration statement as this is the 
minimum price at which the company could qualify to be listed. Nasdaq 
will determine that the company has met the applicable bid

[[Page 34818]]

price and market capitalization requirements based on the same per 
share price.
    Any company listing in connection with a Direct Listing with a 
Capital Raise would continue to be subject to, and required to meet, 
all other applicable initial listing requirements, including the 
requirements to have the applicable number of shareholders and at least 
1,250,000 Unrestricted Publicly Held Shares outstanding at the time of 
initial listing, and the requirement to have a price per share of at 
least $4.00 at the time of initial listing.\12\
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    \12\ See Listing Rules 5315(f)(1), (e)(1) and (2), respectively. 
Rule 5315(f)(1) requires a security to have: (A) At least 550 total 
holders and an average monthly trading volume over the prior 12 
months of at least 1,100,000 shares per month; or (B) at least 2,200 
total holders; or (C) a minimum of 450 round lot holders and at 
least 50% of such round lot holders must each hold unrestricted 
securities with a market value of at least $2,500.
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Proposed Conforming Changes to Rules 4753(a)(3)(A) and 4753(b)(2)
    Nasdaq proposes to amend Rules 4753(a)(3)(A) and 4753(b)(2) to 
conform the requirements for disseminating information and establishing 
the opening price through the Cross in a Direct Listing with a Capital 
Raise to the proposed amendment to allow the opening auction to price 
as much as 20% below the lowest price of the price range established by 
the issuer in its effective registration statement.
    Specifically, Nasdaq proposes changes to Rules 4753(a)(3)(A) and 
4753(b)(2) to make adjustments to the calculation of the Current 
Reference Price, which is disseminated in the Nasdaq Order Imbalance 
Indicator, in the case of a Direct Listing with a Capital Raise and for 
how the price at which the Cross will execute. These rules currently 
provide that where there are multiple prices that would satisfy the 
conditions for determining a price, the fourth tie-breaker for a Direct 
Listing with a Capital Raise is the price that is closest to the lowest 
price of the price range disclosed by the issuer in its effective 
registration statement.
    To conform these rules to the modification of the Pricing Range 
Limitation change, as described above, Nasdaq proposes to modify the 
fourth tie-breaker for a Direct Listing with a Capital Raise, to use 
the price closest to the price that is 20% below the lowest price of 
the price range disclosed by the issuer in its effective registration 
statement.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\13\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\14\ in particular, in that it is designed to 
promote just and equitable principles of trade, 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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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
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    Nasdaq believes that the proposed amendment to modify the Pricing 
Range Limitation is consistent with the protection of investors because 
this approach is not substantively different from pricing of an IPO 
where an issuer is permitted to price outside of the price range 
disclosed by the issuer in its effective registration statement in 
accordance with the SEC's Staff guidance, as described above. 
Specifically, Nasdaq believes that a company listing in connection with 
a Direct Listing with a Capital Raise can specify the quantity of 
shares registered, as permitted by Securities Act Rule 457, and, when 
an auction prices outside of the disclosed price range, use a Rule 
424(b) prospectus, rather than a post-effective amendment, when either 
(i) the 20% threshold noted in Rule 430A is not exceeded, regardless of 
the materiality or non-materiality of resulting changes to the 
registration statement disclosure that would be contained in the Rule 
424(b) prospectus, or (ii) when there is a deviation above the price 
range beyond the 20% threshold noted in Rule 430A if such deviation 
would not materially change the previous disclosure, in each case 
assuming the number of shares issued is not increased from the number 
of shares disclosed in the prospectus. As a result, Nasdaq will allow 
the Cross to take place as low as 20% below the lowest price of the 
price range disclosed by the issuer in its effective registration 
statement, but no lower, and so this is the minimum price at which the 
company could be listed. In addition, to better inform investors and 
market participants, Nasdaq will issue an industry wide trader alert to 
inform the participants that the auction could price up to 20% below 
the lowest price of the price range in the company's effective 
registration statement and specify what that price is. Nasdaq will also 
indicate in such trader alert whether or not there is an upside limit 
above which the Cross could not proceed, based on the company's 
certification, as described above. If there is no upside limit, Nasdaq 
will caution the market participants about the use of market orders 
explaining that unlike a limit order a market order can be executed at 
any price determined by the Cross.
    Nasdaq believes that the Commission Staff has already concluded 
that such pricing is appropriate for a company conducting an initial 
public offering notwithstanding it being outside of the range stated in 
an effective registration statement, and investors have become familiar 
with this approach at least since the Commission Staff last revised 
Compliance and Disclosure Interpretation 227.03 in January 2009.\15\
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    \15\ https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.
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    Nasdaq believes that the proposed amendments to Listing Rule IM-
5315-2 and Rules 4753(a)(3)(A) and 4753(b)(2) to conform these rules to 
the modification of the Pricing Range Limitation is consistent with the 
protection of investors. These amendments would simply substitute 
Nasdaq's reliance on the price equal to the lowest price of the price 
range disclosed by the issuer in its effective registration statement 
to the price that is 20% below such lowest price. In the case of 
Listing Rule IM-5315-2, a company listing in connection with a Direct 
Listing with a Capital Raise would still need to meet all applicable 
initial listing requirements based on the price that is 20% below the 
lowest price of the price range disclosed by the issuer in its 
effective registration statement. In the case of the Rules 
4753(a)(3)(A) and 4753(b)(2) such price, which is the minimum price at 
which the Cross will occur, will serve as the fourth tie-breaker where 
there are multiple prices that would satisfy the conditions for 
determining the auction price, as described above.
    Nasdaq also believes that the proposal, by eliminating an 
impediment to companies using a Direct Listing with a Capital Raise, 
will help removing potential impediments to free and open markets 
consistent with Section 6(b)(5) of the Exchange Act while also 
supporting capital formation.

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. The proposed amendments would 
not impose any burden on competition, but would rather increase 
competition. Nasdaq believes that allowing listing venues to improve 
their rules enhances competition among exchanges. Nasdaq also believes 
that this proposed change will give issuers interested in this

[[Page 34819]]

pathway to access the capital markets additional flexibility in 
becoming a public company, and in that way promote competition among 
service providers, such as underwriters and other advisors, to such 
companies.

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 will: (a) By order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be 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-NASDAQ-2021-045 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-2021-045. 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 such 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-2021-045, and should be submitted 
on or before July 21, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-13916 Filed 6-29-21; 8:45 am]
BILLING CODE 8011-01-P


