Voglio sapere a riguardo di…

12250

Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices
commitment underwritten offerings 32
because the structure has the potential to broaden the scope of investors that are able to purchase securities in an initial public offering, at the initial public offering price, rather than in aftermarket trading and may allow for efficiencies in IPO pricing and allocation. 33 Similarly, while the commenter expressed concern that that the expansion of direct listings may lead to a decline in effective governance at U.S. public companies, presumably because of the lack of an underwriter in the offering, Nasdaq believes that this concern is unsubstantiated and challenges in this context are not of such magnitude as to render the proposal inconsistent with the Act.
Moreover, in approving the Primary Direct Floor Listing proposal the Commission concluded that it does not view a firm commitment underwriting as necessary to provide adequate investor protection in the context of a registered offering. 34 As a result, consistent with the purposes of the Act, the proposed rule change may provide investors with additional investment opportunities and companies with more options for becoming publicly traded.
B. Self-Regulatory Organizations 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. In that regard, the Commission recently approved a similar proposal to allow a Primary Direct Floor Listing on the New York Stock Exchange.35 Allowing Nasdaq to have similar rules will give issuers interested in this pathway to access the capital markets a choice of listing venues, which will enhance competition among exchanges.

jbell on DSKJLSW7X2PROD with NOTICES

C. Self-Regulatory Organizations Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received.
III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No.
1, is consistent with the Act. Comments may be submitted by any of the following methods:

SECURITIES AND EXCHANGE
COMMISSION

Electronic Comments Use the Commissions internet comment form http www.sec.gov/
rules/sro.shtml; or Send an email to rule-comments@
sec.gov. Please include File Number SR
NASDAQ2020057 on the subject line.

Order Granting Application by Nasdaq ISE, LLC for Exemption Pursuant to Section 36a of the Exchange Act From the Rule Filing Requirements of Section 19b of the Exchange Act With Respect to the Nasdaq Rule 1000
Series Incorporated by Reference
Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 205491090.
All submissions should refer to File Number SRNASDAQ2020057. 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 Commissions 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 Commissions 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 SRNASDAQ2020057, and should be submitted on or before March 23, 2021 .

February 24, 2021.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.36
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202104222 Filed 3121; 8:45 am
32 Id.

BILLING CODE 801101P

33 Id.
34 Id.

at 85815.
35 See NYSE Approval, above footnote 30.

VerDate Sep<11>2014

17:11 Mar 01, 2021

Jkt 253001

36 17

PO 00000

CFR 200.303a12.

Frm 00082

Fmt 4703

Sfmt 4703

Release No. 3491202

Nasdaq ISE, LLC the Exchange has filed with the Securities and Exchange Commission the Commission an application for an exemption under Section 36a1 of the Securities Exchange Act of 1934 Exchange Act 1 from the rule filing requirements of Section 19b of the Exchange Act 2
with respect to certain rules of The Nasdaq Stock Market LLC Nasdaq that the Exchange seeks to incorporate by reference Nasdaq Rule 1000
Series.3 Section 36a1 of the Exchange Act,4 subject to certain limitations, authorizes the Commission to conditionally or unconditionally exempt any person, security, or transaction, or any class thereof, from any provision of the Exchange Act or rule thereunder, if necessary or appropriate in the public interest and consistent with the protection of investors.
The Exchange filed a proposed rule change 5 under Section 19b of the Exchange Act to replace its existing membership rules, as set forth in General 3 of its rulebook, with the Rule 1000 Series of the Nasdaq rulebook, as such rules may be in effect from time to time. Namely, in the proposed rule change, the Exchange proposed to incorporate by reference the Nasdaq Rule 1000 Series such that Nasdaq Rule 1000 Series would be applicable to the Exchanges applicants, members, associated persons, and other persons subject to the Exchanges jurisdiction as though such rules were fully set forth within the Exchanges rulebook.6
1 15

U.S.C. 78mma1.
U.S.C. 78sb.
3 See letter from Brett M. Kitt, Principal Associate General Counsel, Nasdaq Inc., to J. Matthew DeLesDernier, Assistant Secretary, Commission, dated December 30, 2020 Exemptive Request.
4 15 U.S.C. 78mma1.
5 See Securities Exchange Act Release No. 90903
January 12, 2021, 86 FR 5284 January 19, 2021
SRISE202043. Although the proposed rule change was filed pursuant to Section 19b3Aiii of the Exchange Act, and thereby became effective upon filing with the Commission, the Exchange stipulated in its proposal that the incorporation by reference would not be operative until such time as the Commission grants this Exemptive Request.
6 See note 5, supra.
2 15

E:FRFM02MRN1.SGM

02MRN1