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Federal Register / Vol. 86, No. 121 / Monday, June 28, 2021 / Notices
khammond on DSKJM1Z7X2PROD with NOTICES

Additionally, section 57j1 of the Act expressly permits any director, officer or employee of a BDC to acquire warrants, options and rights to purchase voting securities of such BDC, and the securities issued upon the exercise or conversion thereof, pursuant to an executive compensation plan which meets the requirements of section 61a3B of the Act. Applicant submits that the issuance of Restricted Stock pursuant to the 2021 Plan poses no greater risk to stockholders than the issuances permitted by section 57j1
of the Act.
Section 23c 9. Section 23c of the Act, which is made applicable to BDCs by section 63
of the Act, generally prohibits a BDC
from purchasing any securities of which it is the issuer except in the open market pursuant to tenders, or under other circumstances as the Commission may permit to ensure that the purchases are made in a manner or on a basis that does not unfairly discriminate against any holders of the class or classes of securities to be purchased. Applicant states that the withholding or purchase of shares of Restricted Stock and common stock in payment of applicable withholding tax obligations or of common stock in payment for the exercise price of a stock option might be deemed to be purchases by the Company of its own securities within the meaning of section 23c and therefore prohibited by the Act.
10. Section 23c3 of the Act permits a BDC to purchase securities of which it is the issuer in circumstances in which the repurchase is made in a manner or on a basis that does not unfairly discriminate against any holders of the class or classes of securities to be purchased. Applicant believes that the requested relief meets the standards of section 23c3.
11. Applicant submits that these purchases will be made in a manner that does not unfairly discriminate against Applicants stockholders because all purchases of Applicants stock will be at the closing price of the common stock on the Nasdaq Global Market or any primary exchange on which its shares of common stock may be traded in the future on the relevant date i.e., the public market price on the date of grant of Restricted Stock. Applicant submits that because all transactions with respect to the 2021 Plan 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
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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 2021 Plan do not raise concerns about preferential treatment of Applicants insiders because the 2021 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. Applicant represents that all purchases may be made only as permitted by the 2021
Plan, 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 2021 Plan will be authorized by the Companys shareholders.
2. Each issuance of Restricted Stock to officers and employees will be approved by the required majority, as defined in section 57o of the Act, of the Companys directors on the basis that such grant is in the best interests of the Company and its shareholders.
3. The amount of voting securities that would result from the exercise of all of the Companys outstanding warrants, options, and rights, together with any Restricted Stock issued and outstanding pursuant to the 2021 Plan and any other compensation plans of the Company, at the time of issuance shall not exceed 25% of the outstanding voting securities of the Company, except that if the 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 2021 Plan and any other compensation plans of the Company, 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 2021 Plan and any other compensation plans of the Company, at the time of
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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 Restricted Stock exceed 10% of the Companys outstanding voting securities.
5. The Board will review the 2021
Plan at least annually. In addition, the Board will review periodically the potential impact that the issuance of Restricted Stock under the 2021 Plan could have on the Companys earnings and NAV per share, such review to take place prior to any decisions to grant Restricted Stock under the 2021 Plan, 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 2021 Plan will be in the best interests of the Companys shareholders. This authority will include the authority to prevent or limit the granting of additional Restricted Stock under the 2021 Plan. All records maintained pursuant to this condition will be subject to examination by the Commission and its staff.
For the Commission, by the Division of Investment Management, under delegated authority.
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202113664 Filed 62521; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Release No. 34 92222; File No. SRIEX
202109

Self-Regulatory Organizations:
Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide Temporary Remote Inspection Relief to IEX Members for Calendar Year 2021
June 22, 2021.

Pursuant to Section 19b1 1 of the Securities Exchange Act of 1934 the Act 2 and Rule 19b4 thereunder,3
notice is hereby given that, on June 11, 2021, the Investors Exchange LLC
IEX or the Exchange filed with the Securities and Exchange Commission the Commission the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory organization. The 1 15

U.S.C. 78sb1.
U.S.C. 78a.
3 17 CFR 240.19b4.
2 15

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