[Federal Register Volume 86, Number 244 (Thursday, December 23, 2021)]
[Notices]
[Pages 73071-73072]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-27923]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93830; File No. SR-NASDAQ-2021-045]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Designation of a Longer Period for Commission Action on 
Proceedings To Determine Whether To Approve or Disapprove a Proposed 
Rule Change To Modify Certain Pricing Limitations for Companies Listing 
in Connection With a Direct Listing Primary Offering

December 20, 2021.
    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 disapprove the proposed 
rule change.\6\ On September 24, 2021, the Commission instituted 
proceedings under Section 19(b)(2)(B) of the Act \7\ to determine 
whether to approve or disapprove the proposed rule change.\8\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 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).
    \6\ See Securities Exchange Act Release No. 92649 (August 12, 
2021), 86 FR 46295. 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) (SR-NASDAQ-2021-045) 
(``OIP'').
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    Section 19(b)(2) of the Act \9\ 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 the 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 June 30, 2021.\10\ The 180th day after publication of the Notice is 
December 27, 2021. The Commission is extending the time period for 
approving or disapproving the proposal for an additional 60 days.
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    \9\ 15 U.S.C. 78s(b)(2).
    \10\ 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.
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    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 along with the comments on the proposal. 
Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Act,\11\ designates February 25, 2022, as the date by which the 
Commission should either approve or disapprove the

[[Page 73072]]

proposed rule change (File No. SR-NASDAQ-2021-045).
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    \11\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(57).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-27923 Filed 12-22-21; 8:45 am]
BILLING CODE 8011-01-P


