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Federal Register / Vol. 86, No. 87 / Friday, May 7, 2021 / Notices does not unfairly discriminate against Applicants stockholders because all purchases of Applicants stock will be at the closing price of the shares of its common stock on any applicable stock exchange or national market system on the relevant date i.e., the public market price on the date of grant of Restricted Stock and the date of grant of Options.
Applicant submits that because all transactions with respect to the Plans will take place at the public market price for the Applicants common stock, these transactions will not be significantly different than could be achieved by any stockholder selling in a market transaction. Applicant represents that no transactions will be conducted pursuant to the requested order on days where there are no reported market transactions involving Applicants shares.
12. Applicant represents that the withholding provisions in the Plans do not raise concerns about preferential treatment of Applicants insiders because each Plan is a bona fide compensation plan of the type that is common among corporations generally.
Furthermore, the vesting schedule is determined at the time of the initial grant of the Restricted Stock and the option exercise price is determined at the time of the initial grant of the Options. Applicant represents that all purchases may be made only as permitted by the Plans, which will be approved by the Applicants stockholders prior to any application of the relief. Applicant believes that granting the requested relief would be consistent with the policies underlying the provisions of the Act permitting the use of equity compensation as well as prior exemptive relief granted by the Commission under section 23c of the Act.
Applicants Conditions Applicant agrees that the order granting the requested relief will be subject to the following conditions:
1. The Plans will be authorized by Applicants stockholders.
2. Each issuance of Restricted Stock to an officer, employee, or Non-Employee Director will be approved by the Required Majority of Applicants directors on the basis that such grant is in the best interest of Applicant and its stockholders.
3. The amount of voting securities that would result from the exercise of all of Applicants outstanding warrants, options and rights, together with any Restricted Stock issued under the Plans, at the time of issuance shall not exceed 25% of the outstanding voting securities of the Company, except that if the
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amount of voting securities that would result from the exercise of all of the Companys outstanding warrants, options and rights issued to the Companys directors, officers and employees, together with any Restricted Stock issued pursuant to the Plans, would exceed 15% of the outstanding voting securities of the Company, then the total amount of voting securities that would result from the exercise of all outstanding warrants, options and rights, together with any Restricted Stock issued pursuant to the Plans, at the time of issuance shall not exceed 20% of the outstanding voting securities of the Company.
4. The amount of Restricted Stock issued and outstanding will not at the time of issuance of any shares of Restricted Stock exceed ten percent of Applicants outstanding voting securities.
5. The Board will review the Plans at least annually. In addition, the Board will review periodically the potential impact that the issuance of Restricted Stock under the Plans could have on Applicants earnings and net asset value per share, such review to take place prior to any decisions to grant Restricted Stock under the Plans, but in no event less frequently than annually. Adequate procedures and records will be maintained to permit such review. The Board will be authorized to take appropriate steps to ensure that the issuance of Restricted Stock under the Plans will be in the best interest of Applicants stockholders. This authority will include the authority to prevent or limit the granting of additional Restricted Stock under the Plans. All records maintained pursuant to this condition will be subject to examination by the Commission and its staff.

SECURITIES AND EXCHANGE
COMMISSION

For the Commission, by the Division of Investment Management, pursuant to delegated authority.
J. Matthew DeLesDernier, Assistant Secretary.

Section 115. Ports and Services
The charges under this section are assessed by Nasdaq for connectivity to services and the following systems operated by Nasdaq or FINRA: The Nasdaq Market Center, FINRA
Trade Reporting and Compliance Engine TRACE, the FINRA/Nasdaq Trade Reporting Facility, FINRAs OTCBB Service, and the FINRA OTC Reporting Facility ORF. The following fees are not applicable to The Nasdaq Options Market LLC. For related options fees for Ports and other Services refer to Options 7, Section 3 of the Options Rules.

FR Doc. 202109650 Filed 5621; 8:45 am BILLING CODE 801101P

PO 00000

Release No. 3491744; File No. SR
NASDAQ2021025

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Connectivity, Surveillance and Risk Management Services and Fees May 3, 2021.

Pursuant to Section 19b1 of the Securities Exchange Act of 1934
Act,1 and Rule 19b4 thereunder,2
notice is hereby given that on April 20, 2021, The Nasdaq Stock Market LLC
Nasdaq or 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.
I. Self-Regulatory Organizations Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend certain rules relating to connectivity, surveillance and risk management services fees. More specifically, the Exchange is proposing to amend Equity 7, Section 115 and adopt Equity 7, Sections 116A and 149A to incorporate these new products into the Exchanges pricing schedule.
While these amendments are effective upon filing, the Exchange has designated Equity 7, Section 116A to be operative no later than Q3 2021.3
The text of the proposed rule change is set forth below. Proposed new language is italicized; deleted text is in brackets.

1 15

U.S.C. 78sb1.
CFR 240.19b4.
3 As discussed in more detail throughout the filing, WorkX and Real-Time Stats launched on April 12, 2021 and Post-Trade Risk Management will launch no later than Q3 2021. Nasdaq will publish an Equity Trade Alert at least 10 days prior to launching Post-Trade Risk Management.
2 17

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