[Federal Register Volume 88, Number 145 (Monday, July 31, 2023)]
[Notices]
[Pages 49522-49526]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-16124]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97973; File No. SR-NASDAQ-2023-024]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Equity 4, Rules 4752, 4753, and 4754

July 25, 2023.
    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 July 19, 2023, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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 amend Equity 4, Rules 4752, 4753, and 4754 
\3\ to clarify and restate the order in which Nasdaq prioritizes 
executions of Orders in its Opening, Closing, and Halt Crosses.
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    \3\ References herein to Nasdaq Rules in the 4000 Series shall 
mean Rules in Nasdaq Equity 4.
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    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.

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

1. Purpose
    The Exchange proposes to amend and restate portions of its Rules 
governing its Opening (Rule 4752) and Closing Crosses (Rule 4754) 
(collectively, the ``Crosses'') to clarify the existing processes for 
execution prioritization, including by correcting errors and omissions, 
as well as to clarify the Exchange's intentions for those processes. 
The Exchange also proposes to amend the Rule governing processing of 
the Halt Cross (Rule 4753) to accurately reflect the relative execution 
prioritization of Displayed and Non-Displayed Orders entered therein.

[[Page 49523]]

    The Exchange's Rules governing its Crosses each include a 
description of the priority in which the Exchange will execute Orders 
eligible to execute in a Cross when fewer than all such orders can be 
executed therein. The priority assignments are unique to each type of 
Cross.
    With respect to the Opening and Closing Crosses, the Exchange 
generally assigns priority in buckets as follows, with orders executed 
on a price-time basis within each bucket: (1) market orders designated 
for the Crosses; (2) interest designated for the Crosses that is priced 
more aggressively than the Opening/Closing Cross Price, as applicable; 
(3) limit on Open/Close orders and displayed interest priced at the 
Opening/Closing Cross Price; and (4) non-displayed interest. All orders 
unexecuted in the Crosses are cancelled unless they are otherwise 
designated to continue trading afterwards.
    The Exchange proposes to restate its Opening and Closing Cross 
procedures to clarify, simplify and, in certain cases, correct them so 
that they fully reflect the Exchange's intentions and practices. The 
Exchange believes that the existing Rule text is confusing in several 
respects. First, the existing prioritization Rules expressly 
differentiate between executions of certain Orders priced more 
aggressively than the Cross prices from those that would be priced at 
the Cross prices, even though the concept of price-time priority 
necessarily provides that Orders priced more aggressively would execute 
before Orders priced less aggressively. Second, the existing Rules 
describe, but do not always state expressly, that they prioritize 
execution of Displayed Orders and interest before Non-Displayed Orders. 
Third, the Rules do not state clearly how the System prioritizes 
certain Orders that are designated to either execute in the Crosses or 
cancel, without rebooking unaltered into the continuous market.
    The Exchange proposes to restate and clarify these existing Rules 
for the Nasdaq Opening and Closing Crosses to address these issues, as 
follows.
    The Exchange proposes to retain the first order execution 
prioritization bucket for the Nasdaq Opening Cross, at Rule 
4752(d)(3)(A), which states that the System will first prioritize 
execution of Market on Open Orders (``MOOs'') \4\ and Early Market 
Hours market peg orders,\5\ with time as the secondary priority. 
However, the Exchange proposes to consolidate the next two 
prioritization buckets, at Rule 4752(d)(3)(B) and (C).
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    \4\ A MOO is an Order Type entered without a price that may be 
executed only during the Nasdaq Opening Cross at the price 
determined by the Opening Cross. See Rule 4702(b)(8).
    \5\ ``Early Market Hours Orders'' are those that, if entered 
into the System prior to 9:28 a.m. shall be treated as MOO and LOO, 
as appropriate, for the purposes of the Nasdaq Opening Cross. See 
Rule 4752(a)(10).
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    Under existing Rule 4752(d)(3)(B), the System prioritizes Limit on 
Open Orders (``LOOs''),\6\ limit orders with a Time in Force (``TIF'') 
of Early Market Hours,\7\ Opening Imbalance Only Orders (``OIOs''),\8\ 
SDAY limit orders, SGTC limit orders, GTMC limit orders, SHEX limit 
orders, displayed \9\ quotes, and reserve interest priced more 
aggressively than the Nasdaq Opening Cross price based on limit price 
with time as the secondary priority. Under existing Rule 4752(d)(3)(C), 
the System prioritizes execution of remaining LOOs and displayed 
interest, i.e., LOO orders, OIO, Early Market Hours Orders and 
displayed interest of quotes, SDAY limit orders, SGTC limit orders, 
GTMC limit orders, and SHEX limit orders, at the Nasdaq Opening Cross 
price with time as the secondary priority. Nasdaq proposes to 
consolidate these two buckets into one, as they state essentially the 
same thing--that the Exchange will prioritize as a group the execution 
of Displayed Orders and interest, with price as the primary priority, 
and then within each price level, time as the secondary priority. That 
is, there is no reason to distinguish between Orders priced more 
aggressively than the Opening Cross Price from those priced at the 
Opening Cross Price, as the concept of price-time priority sufficiently 
implies that the former category of Orders will execute prior to the 
latter category of Orders.\10\ The proposed amended Rule text also 
makes clear that all of the Orders in this new single prioritization 
bucket are either Displayed Orders or, as discussed below, are neither 
Displayed nor Non-Displayed Orders, but are currently treated like 
Displayed Orders for purposes of execution priority.\11\ This includes 
auction-only Orders with an Immediate-or-Cancel Order Attribute 
(``IOC'' Orders) \12\ that do not rest on the Book after entry (and 
thus are neither Displayed nor Non-Displayed, strictly speaking), and 
are designated to either execute in the Opening Cross or cancel, 
without rebooking unaltered into the continuous market afterwards. 
(OIOs are another example of such an auction-only Order that is 
assigned a TIF of IOC and is therefore treated as a Displayed Order for 
purposes of priority.) The existing prioritization language does not 
clearly account for such Orders, and the proposal codifies their 
treatment. The proposed consolidated and restated

[[Page 49524]]

prioritization bucket would be as follows, at a new Rule 4752(d)(3)(B):
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    \6\ A LOO is an Order Type entered with a price that may be 
executed only in the Nasdaq Opening Cross, and only if the price 
determined by the Nasdaq Opening Cross is equal to or better than 
the price at which the LOO Order was entered. See Rule 4702(b)(9).
    \7\ A TIF assigned to an Order means the period of time that the 
Nasdaq Market Center will hold the Order for potential execution. 
Participants specify an Order's Time-in-Force by designating a time 
at which the Order will become active and a time at which the Order 
will cease to be active. See Rule 4703(a). TIFs that would permit 
trading on the Continuous Book during Regular Market Hours include 
TIFs of ``Market Hours,'' ``Market Hours Day'' or ``MDAY,'' ``Market 
Hours Good-til-Cancelled'' or ``MGTC,'' ``System Hours,'' ``System 
Hours Good-til-Cancelled'' or ``SGTC,'' ``Good-til-Cancelled'' or 
``GTC,'' and Extended Hours Trading or ``EXT.'' TIFs that would 
permit trading on the Continuous Book after Regular Market Hours 
include TIFs of ``System Hours,'' ``SDAY,'' ``GTC,'' and Closing 
Cross/Extended Hours'' or ``EXT.'' See id.; see Rule 4702(b)(12)(B).
    \8\ An OIO is an Order Type entered with a price that may be 
executed only in the Nasdaq Opening Cross and only against MOO 
Orders, LOO Orders, or Early Market Hours Orders. See Rule 
4702(b)(10).
    \9\ Display is an Order Attribute that allows the price and size 
of an Order to be displayed to market participants via market data 
feeds. All Orders that are Attributable are also displayed, but an 
Order may be displayed without being Attributable. As discussed in 
Rule 4702, a Non-Displayed Order is a specific Order Type, but other 
Order Types may also be non-displayed if they are not assigned a 
Display Order Attribute; however, depending on context, all Orders 
that are not displayed may be referred to as ``Non-Displayed 
Orders.'' An Order with a Display Order Attribute may be referred to 
as a ``Displayed Order.'' See Rule 4703(k).
    \10\ There is also no reason for the existing Rules to state the 
different types of Displayed Limit Orders that this bucket contains, 
as all such Limit Orders are included in it. Thus, the Exchange 
proposes to refer to these orders collectively as ``Limit Orders.''
    \11\ The proposed amended Rule also addresses an oversight in 
the prioritization of Reserve Orders. Currently, Rule 4752(d)(3)(B) 
expressly sets priority for ``displayed . . . reserve interest''--
which refers to the Displayed portion of Reserve Orders--priced more 
aggressively than the Cross Price. However, Rule 4752(d)(3)(C) does 
not expressly account for displayed reserve interest priced at the 
Opening Cross Price. Instead, the Rule merely implies that such 
Orders are included in (C) by referring to ``remaining . . . 
displayed interest.'' Market participants may find such incongruous 
language confusing, and the Exchange therefore the Exchange proposes 
to delete references to ``reserve interest'' in existing Rule 
4752(d)(3)(B) and the ``interest of quotes'' in existing Rule 
4752(d)(3)(C) in favor of the phrase ``the Displayed size of Reserve 
Orders.''
    \12\ As stated in Rule 4703(a)(1), an IOC Order is one that is 
designated to deactivate immediately after determining whether the 
Order is marketable. Except as provided in Rule 4702 with respect to 
Opening Cross/Market Hours Orders and Closing Cross/Extended Hours 
Orders, MOO, LOO, OIO, MOC, LOC and OI Orders all have a Time in 
Force of IOC, because they are designated for execution in the 
Nasdaq Opening Cross or the Nasdaq Closing Cross, as applicable, and 
are cancelled after determining whether they are executable in such 
cross. Such an Order may also be referred to as having a Time-in-
Force of ``On Open'' or ``On Close'', respectively. An MOO, LOO, 
OIO, MOC, LOC or IO Order, or any other Order with a Time-in-Force 
of IOC entered between 9:30 a.m. ET and 4:00 p.m. ET, may be 
referred to as having a Time-in-Force of ``Market Hours Immediate or 
Cancel'' or ``MIOC.''

    Displayed Orders, with price as the primary priority, and then 
within each price level, with time as the secondary priority, 
including the following: LOOs; OIOs; Limit Orders; the Displayed 
size of Reserve Orders; other Displayed interests and all Orders 
with TIFs designated to execute in the Opening Cross and not 
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immediately rebook, unaltered, into the continuous market;

    The Exchange proposes to restate and renumber current Rule 
4752(d)(3)(D), which prioritizes the execution of the reserve interest 
of quotes, SDAY limit orders, SGTC limit orders, GTMC limit orders, and 
SHEX limit orders, at the Nasdaq Opening Cross price with time as the 
secondary priority. Nasdaq proposes to amend this provision to state 
expressly what this provision implies--that it encompasses the 
prioritization of Non-Displayed Orders in price-time priority. Thus, 
the Exchange proposes to replace Rule 4752(d)(3)(D) with a new Rule 
4752(d)(3)(C), which would state as follows: ``Non-Displayed Orders, 
including LOOs, Limit Orders, and the Non-Displayed size of Reserve 
Orders, with price as the primary priority, and then within each price 
level, time as the secondary priority.''
    The Exchange proposes to move the last sentence of Rule 
4752(d)(3)(B), which states that an Order to buy (sell) that is locked 
or crossed at its non-displayed price by a Post-Only Order on the 
Nasdaq Book in Early Market Hours, and which has been deemed to have a 
price at one minimum price increment below (above) the price of the 
Post-Only Order, shall be ranked in time priority behind all orders at 
the price at which the Order was posted to the Nasdaq Book. The 
Exchange proposes to move this provision to a new, unnumbered paragraph 
in Rule 4752(d)(3) that follows the prioritization provisions at 
(d)(3)(A)-(C). This Exchange proposes this change because this 
provision is not part of the general prioritization of Displayed and 
Non-Displayed Orders in the Cross; rather it provides for special 
prioritization of an Order in a specific circumstance involving 
interaction with a specific Order Type. The Exchange believes that 
relocating this provision will avoid confusion.
    The Exchange proposes to make similar amendments to Rule 
4754(b)(3), which governs the execution priority of Orders and interest 
in the Nasdaq Closing Cross when fewer than all MOC, Limit on Close 
Orders (``LOCs''),\13\ IO, and Close Eligible Interest \14\ would be 
executed therein. Similar to the Opening Cross Rules, the Exchange 
proposes to retain current Rule 4754(b)(3)(A), which prioritizes 
execution of Market on Close Orders (``MOCs''),\15\ with time as the 
secondary priority. And again, the Exchange proposes to consolidate and 
restate the second and third prioritization buckets.
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    \13\ A LOC is an Order Type entered with a price that may be 
executed only in the Nasdaq Closing Cross or the LULD Closing Cross 
(except as provided herein), and only if the price determined by the 
Nasdaq Closing Cross or the LULD Closing Cross (except as provided 
herein) is equal to or better than the price at which the LOC Order 
was entered. See Rule 4702(b)(12).
    \14\ Close Eligible Interest means 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. See Rule 4754(a)(1).
    \15\ A MOC is an Order Type entered without a price that may be 
executed only during the Nasdaq Closing Cross at the price 
determined by the Closing Cross. See Rule 4702(b)(11).
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    Existing Rule 4754(b)(3)(B) prioritizes LOC, limit orders, 
Imbalance Only Orders (``IOs''),\16\ Displayed quotes and reserve 
interest priced more aggressively than the Nasdaq Closing Cross price 
based on price with time as the secondary priority. Meanwhile, existing 
Rule 4754(b)(3)(C) prioritizes LOCs, IOs, displayed interest of limit 
orders, and displayed interest of quotes at the Nasdaq Closing Cross 
price with time as the secondary priority. Again, Nasdaq proposes to 
consolidate these two buckets into one to state more simply the concept 
that, in the Closing Cross, the Exchange will prioritize as a group the 
execution of Displayed Orders and interest, with price as the primary 
priority, and then within each price level, with time as the secondary 
priority. As with the Opening Cross, there is no reason to distinguish 
in the Closing Cross between Orders priced more aggressively than the 
Closing Cross Price from those priced at the Closing Cross Price, as 
the concept of price-time priority sufficiently implies that the former 
category of Orders will execute prior to the latter category of 
Orders.\17\ The proposed amended Rule text also makes clear that all of 
the Orders in this new single prioritization bucket are either 
Displayed Orders or are currently treated like Displayed Orders for 
purposes of execution priority, despite being neither Displayed nor 
Non-Displayed.\18\ This includes auction-only IOC Orders that do not 
rest on the Book after entry (and thus are neither Displayed nor Non-
Displayed, strictly speaking), and are designated to either execute in 
the Closing Cross or cancel, without rebooking unaltered into the 
continuous market afterwards. (IOs are another example of such an 
auction-only Order that is assigned a TIF of IOC and is therefore 
treated as a Displayed Order for purposes of priority.) The existing 
prioritization language does not clearly account for such Orders, and 
the proposal codifies their treatment. The proposed consolidated and 
restated prioritization bucket would be as follows, at a new Rule 
4754(b)(3)(B):
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    \16\ An IO is an Order entered with a price that may be executed 
only in the Nasdaq Closing Cross and only against MOC Orders or LOC 
Orders. See Rule 4702(b)(13).
    \17\ There is also no reason for the existing Rules to state the 
different types of Displayed Limit Orders that this bucket contains, 
as all such Limit Orders are included in it. Thus, the Exchange 
proposes to refer to these orders collectively as ``Limit Orders.''
    \18\ The proposed amended Rule also addresses an oversight in 
the prioritization of Reserve Orders. Currently, Rule 4754(b)(3)(B) 
expressly sets priority for ``displayed . . . reserve interest''--
which refers to the Displayed portion of Reserve Orders--priced more 
aggressively than the Cross Price. However, Rule 4754(b)(3)(C) does 
not expressly account for Displayed Reserve interest priced at the 
Opening Cross Price. Instead, the Rule merely implies that such 
Orders are included in (C) by referring to ``remaining . . . 
displayed interest.'' Market participants may find such incongruous 
language confusing, and the Exchange proposes to delete references 
to ``reserve interest'' in existing Rule 4754(b)(3)(B) and the 
``interest of quotes'' in existing Rule 4754(b)(3)(C) in favor of 
the phrase ``Displayed size of Reserve Orders.''

    Displayed Orders, with price as the primary priority, and then 
within each price level, with time as the secondary priority, 
including the following: LOCs; IOs; Limit orders; the Displayed size 
of Reserve Orders; other Displayed interest; and all Orders with 
TIFs designated to execute in the Nasdaq Closing Cross and not 
immediately rebook, unaltered, into the continuous market after 
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Regular Market Hours;

    The Exchange proposes to restate and renumber current Rule 
4754(b)(3)(D), which prioritizes the execution of reserve interest at 
the Nasdaq Closing Cross price with time as the secondary priority. 
Nasdaq proposes to amend this provision to state expressly what the 
Exchange intends for this provision to imply--that it encompasses the 
prioritization of the Non-Displayed portion of Reserve Orders and other 
Non-Displayed Orders in price-time priority. Thus, the Exchange 
proposes to replace Rule 4754(b)(3)(D) with a new Rule 4752(b)(3)(C), 
which would state as follows: ``Non-Displayed Orders, including LOCs, 
Limit Orders, and the Non-Displayed size of Reserve Orders, with price 
as the primary priority, and then within each price level, time as the 
secondary priority.''
    The Exchange proposes to delete current Rule 4754(b)(3)(E), which 
states that unexecuted MOC, LOC, and IO orders will be canceled. The 
Exchange

[[Page 49525]]

proposes to delete this provision because it does not concern the 
prioritization of execution and it is redundant of statements of the 
cancellation conductions for these Order Types as set forth in Rule 
4702. The Exchange also notes that a similar provision does not exist 
in Rule 4752(d)(3) governing the Nasdaq Opening Cross, such that the 
deletion of this provision will render both sets of Cross rules 
consistent.
    The Exchange proposes to move the last sentence of Rule 
4754(b)(3)(B), which states that an Order to buy (sell) that is locked 
or crossed at its non-displayed price by a Post-Only Order on the 
Nasdaq Book, and which has been deemed to have a price at one minimum 
price increment below (above) the price of the Post-Only Order, shall 
be ranked in time priority behind all orders at the price at which the 
Order was posted to the Nasdaq Book. The Exchange proposes to move this 
provision to a new, unnumbered paragraph in Rule 4754(b)(3) that 
follows the prioritization provisions at (b)(3)(A)-(C). This Exchange 
proposes this change because this provision is not part of the general 
prioritization of Displayed and Non-Displayed Orders in the Cross; 
rather it provides for special prioritization of an Order in a specific 
circumstance involving interaction with a specific Order Type. The 
Exchange believes that relocating this provision will avoid confusion.
    In addition to the above, the Exchange proposes to amend Rule 4753, 
which governs the Exchange's procedures for conducting the Halt Cross 
when fewer than all shares of Eligible Interest \19\ are executed at 
the Nasdaq Halt Cross price. Currently, Rule 4753(b)(3) states that, if 
the Nasdaq Halt Cross price is selected and fewer than all shares of 
Eligible Interest that are available in the Nasdaq Market Center would 
be executed, all Eligible Interest shall be executed at the Nasdaq Halt 
Cross price in price-time priority.\20\ The Exchange proposes to amend 
this Rule to account for the fact that it fails to distinguish between 
how the System prioritizes Displayed (and IOCs and IOs treated as 
Displayed Orders) vis-a-vis Non-Displayed Eligible Interest in a Halt 
Cross. Specifically, the Exchange proposes to amend the reference to 
``price/time'' priority to state instead ``price/display/time 
priority.'' The Exchange also proposes to add a sentence which states 
that Displayed Eligible Interest and Orders with IOC shall be ranked in 
time priority ahead of Non-Displayed Eligible Interest with the same 
prices.
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    \19\ Eligible Interest is any quotation or any Order that has 
been entered into the system and designated with a TIF that would 
allow the order to be in force at the time of the Halt Cross. See 
Rule 4753(a)(5).
    \20\ Rule 4753(b)(3) also states that an Order to buy (sell) 
that is locked or crossed at its non-displayed price by a Post-Only 
Order on the Nasdaq Book, and which has been deemed to have a price 
at one minimum price increment below (above) the price of the Post-
Only Order, shall be ranked in time priority ahead of all orders one 
minimum price increment below (above) the price of the Post-Only 
Order but behind all orders at the price at which the Order was 
posted to the Nasdaq Book.
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    This proposed amendment is intended to codify existing practice and 
to render Halt Cross prioritization procedures roughly consistent with 
those of the Opening and Closing Crosses.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with section 
6(b) of the Act,\21\ in general, and furthers the objectives of section 
6(b)(5) of the Act,\22\ 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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    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78f(b)(5).
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    It is consistent with the Act to for the Exchange to amend its 
Rules governing its Crosses so that they account for how the System 
prioritizes certain Orders in certain situations and so that they 
accurately and clearly distinguish between how the System prioritizes 
Displayed versus Non-Displayed variants of Orders in the Crosses, as 
well as Orders with IOC that do not survive the Crosses. It is in the 
best interests of investors and the public, and consistent with the 
maintenance of an orderly market, to maintain comprehensive, accurate, 
and specific rules governing the prioritization of order execution in 
the Nasdaq Crosses. Doing so will avoid potential participant and 
investor confusion and frustration as well as promote confidence and 
participation in the Crosses.

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 rule change will 
clarify and correct the Exchange's Rules governing its prioritization 
of order executions in the Cross. Such changes are neither intended to 
nor will they adversely impact competition. If anything, the Exchange 
expects that the proposed changes will promote competition by 
increasing confidence in and the attractiveness of participating in the 
Exchange's Crosses.

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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \23\ and Rule 19b-
4(f)(6) thereunder.\24\
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \25\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, Rule 19b-4(f)(6)(iii) \26\ permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission believes 
that waiver of the 30-day operative delay is consistent with the 
protection of investors and the public interest because the proposed 
rule change does not raise any new or novel issues. Accordingly, the 
Commission hereby waives the 30-day operative delay and designates the 
proposed rule change as operative upon filing.\27\
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    \25\ 17 CFR 240.19b-4(f)(6).
    \26\ 17 CFR 240.19b-4(f)(6)(iii).
    \27\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such

[[Page 49526]]

action is necessary or appropriate in the public interest, for the 
protection of investors, or otherwise in furtherance of the purposes of 
the Act. If the Commission takes such action, the Commission shall 
institute proceedings to determine whether the proposed rule change 
should be approved or 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NASDAQ-2023-024 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-2023-024. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection.
    All submissions should refer to file number SR-NASDAQ-2023-024 and 
should be submitted on or before August 21, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12), (59).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-16124 Filed 7-28-23; 8:45 am]
BILLING CODE 8011-01-P


