[Federal Register Volume 83, Number 184 (Friday, September 21, 2018)]
[Rules and Regulations]
[Pages 47834-47836]
[FR Doc No: 2018-20740]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 227 and 230

[Release No. 33-10556]

Regulation Crowdfunding and Regulation A Relief and Assistance
for Victims of Hurricane Florence

AGENCY: Securities and Exchange Commission.

ACTION: Interim final temporary rule.

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SUMMARY: We are adopting interim final temporary rules for issuers
subject to reporting obligations pursuant to Regulation Crowdfunding
and Regulation A in order to address the needs of companies directly or
indirectly affected by Hurricane Florence. The temporary rules extend
the filing deadlines for specified reports and forms due pursuant to
Regulation Crowdfunding and Regulation A for certain issuers.

DATES: These rules are effective from September 21, 2018, through
October 29, 2018.

FOR FURTHER INFORMATION CONTACT: Jennifer Zepralka, Office Chief, or
Amy Reischauer, Special Counsel, Office of Small Business Policy,
Division of Corporation Finance, at<PHONE_NUMBER>, U.S. Securities and
Exchange Commission, 100 F Street NE, Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: We are adopting amendments to 17 CFR 227.202
(``Rule 202'') of Regulation Crowdfunding \1\ under the Securities Act
of 1933 (the ``Securities Act'') \2\ and 17 CFR 230.257 (``Rule 257'')
of Regulation A \3\ under the Securities Act as interim final temporary
rules.
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    \1\ 17 CFR 227 et seq.
    \2\ 15 U.S.C. 77a et seq.
    \3\ 17 CFR 230.251 through 230.263.
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I. Introduction

    On September 14, 2018, Hurricane Florence made landfall near the
North Carolina and South Carolina border. The storm and subsequent
flooding have displaced individuals and businesses and disrupted
communications and transportation across the affected region. We are
adopting these interim final temporary rules to address the needs of
companies directly or indirectly affected by Hurricane Florence or its
aftermath that are subject to reporting obligations pursuant to
Regulation Crowdfunding or Regulation A.
    Section 28 of the Securities Act provides that the Commission may,
by rule or regulation, ``conditionally or unconditionally exempt any
person, security, or transaction, or any class or classes of persons,
securities, or transactions, from any provision or provisions of this
title or of any rule or regulation issued under this title, to the
extent that such exemption is necessary or appropriate in the public
interest, and is consistent with the protection of investors.'' \4\
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    \4\ 15 U.S.C. 77z-3.
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II. Temporary Relief From Filing Requirements for Issuers Subject to
the Reporting Obligations of Regulation Crowdfunding or Regulation A

    The lack of communications, transportation, electricity,
facilities, and available staff and professional advisors as a result
of Hurricane Florence could hamper the efforts of companies with
reporting obligations to meet their filing deadlines pursuant to
Regulation Crowdfunding or Regulation A. At the same time, investors
have an interest in the timely availability of required information
about these companies. While the Commission believes that the temporary
relief from filing requirements provided by the amendments to Rule 202
of Regulation Crowdfunding \5\ and Rule 257 of Regulation A \6\ is both
necessary in the public interest and consistent with the protection of
investors, we remind companies that are the subject of the relief
provided in these interim final temporary rules to continue to evaluate
their obligations to make materially accurate and complete disclosures
in accordance with the anti-fraud provisions of the federal securities
laws.
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    \5\ See Rule 202(c) of Regulation Crowdfunding. 17 CFR
227.202(c).
    \6\ See Rule 257(f) of Regulation A. 17 CFR 230.257(f).
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    Accordingly, pursuant to Section 28 of the Securities Act, we are
adopting interim final temporary rules providing that an issuer subject
to the reporting requirements of either Regulation Crowdfunding or
Regulation A is exempt from any requirement to file specified reports
or forms with the Commission where the conditions below are satisfied:
    (a) The issuer is not able to meet a filing deadline due to
Hurricane Florence or its aftermath;
    (b) The issuer files with the Commission, on or before October 29,
2018, the report or form required to be filed pursuant to either
Regulation Crowdfunding or Regulation A during the period from and
including September 14, 2018 to and including October 26, 2018; and
    (c) In any such report or form, the issuer discloses that it is
relying on the interim final temporary rules and states the reasons
why, in good faith, it could not file such report or form on a timely
basis.
    For Regulation Crowdfunding, the relief includes annual reports on
Form C-AR, progress updates on Form C-U, and termination of reporting
on Form C-TR. For Regulation A, the relief includes post-qualification
amendments required at least every 12 months after the qualification
date to include updated financial statements, annual reports on Form 1-
K, semi-annual reports on Form 1-SA, special financial reports on Forms
1-K or 1-SA, current

reports on Form 1-U, and exit reports on Form 1-Z.

III. Economic Analysis

    Regulation Crowdfunding and Regulation A permit offers and sales of
securities without registration under the Securities Act, subject to
certain limitations and conditions, including compliance with ongoing
reporting requirements. Based on staff analysis, between June 19, 2015
(the effective date of the most recent Regulation A amendments \7\) and
September 15, 2018, approximately 241 filers had Regulation A offering
statements qualified by the Commission, excluding withdrawn offerings.
Approximately 1,010 issuers initiated Regulation Crowdfunding offerings
with Form C filings between May 16, 2016 and August 31, 2018, excluding
issuers that have withdrawn offerings.\8\ Approximately 40 registered
intermediaries, including 31 registered funding portals and 9
registered broker-dealers, have participated in Regulation Crowdfunding
offerings with Form C filings between May 16, 2016 and August 31, 2018,
excluding withdrawn offerings.
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    \7\ SEC Rel. No. 33-9741 (Mar. 25, 2015) [80 FR 21806 (Apr. 20,
2015)].
    \8\ These figures overstate the number of issuers with
obligations to file annual reports under Regulation Crowdfunding,
because they do not exclude issuers that have failed to raise the
target amount or have exited the reporting regime.
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    We lack the data to estimate the number of investors in Regulation
A or Regulation Crowdfunding offerings that could be affected if
issuers rely on the relief provided by the interim final temporary
rules, because information on the number of investors is generally not
required to be disclosed in periodic or current reports required under
Regulation A or in periodic reports or progress updates required under
Regulation Crowdfunding.\9\
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    \9\ Regulation A issuers that file Form 1-Z to suspend reporting
are required to disclose the number of shareholders of record.
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    We are mindful of the costs and benefits of the interim final
temporary rules.\10\ We believe the interim final temporary rules will
benefit issuers that have an obligation to file specified reports with
the Commission pursuant to either Regulation Crowdfunding or Regulation
A and have been adversely affected by Hurricane Florence or its
aftermath by permitting them to take additional time to meet their
reporting obligations. We expect the relief provided by the interim
final temporary rules will benefit issuers that, absent the relief,
would not be able to avail themselves of the exemption from
registration under Regulation Crowdfunding or Regulation A because the
timely filing of required reports is a condition to the exemptions. In
the absence of this relief, issuers could incur prohibitively high
costs in an attempt to meet filing deadlines given the lack of
communications, transportation, electricity, facilities, and available
staff and professional advisors.
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    \10\ Section 2(b) of the Securities Act [15 U.S.C. 77b(b)]
requires the Commission, when engaging in rulemaking where it is
required to consider or determine whether an action is necessary or
appropriate in the public interest, to consider, in addition to the
protection of investors, whether the action will promote efficiency,
competition, and capital formation.
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    The requirement for an issuer to disclose that it is relying on
Rule 202(c) of Regulation Crowdfunding or Rule 257(f) of Regulation A
and to state the reasons why, in good faith, it could not file a report
or form on a timely basis may impose minimal additional costs on
issuers availing themselves of this relief. However, we believe that
these minimal costs are justified in light of the significant negative
implications of not being able to rely on the exemption and the
prohibitively high costs an issuer may incur in attempting to file in a
timely manner.
    We also acknowledge that there may be costs imposed on investors,
intermediaries, and other market participants due to delayed access to
information about offerings conducted in reliance on Regulation A and
Regulation Crowdfunding. Generally, reporting requirements strengthen
investor protection and decrease the extent of information asymmetries
between issuers and investors. Ongoing reporting provides investors
with periodically updated information, allowing them to assess
investment opportunities based on the information provided and their
level of risk tolerance, resulting in better informed investment
decisions and improved allocative efficiency. Given that the interim
final temporary rules allow for delayed reporting for a limited time
period and only under specified conditions, we do not believe such
costs will be significant.
    The interim final temporary rules will not substantially affect
competition or capital formation. We acknowledge the possibility that
the interim final temporary rules may have a minor impact on
efficiency. On the one hand, as noted above, the delay in reporting
could marginally affect allocative efficiency to the extent that it
allows information asymmetries between investors and issuers to persist
for the length of time of the delay. On the other hand, we expect
efficiency gains to the extent that the interim final temporary rules
allow issuers to continue to rely on either of the exemptions from
registration that would not be available if one of the required reports
that is a condition to the exemptions was not filed in a timely manner,
or to the extent the issuers are able to avoid paying a premium to
service providers in an attempt to file in a timely manner by delaying
reporting during the specified relief period.
    As an alternative to the relief specified in the interim final
temporary rules, we could have considered a longer or shorter relief
period. While a shorter period would have reduced the costs to
investors of asymmetric information, it would also reduce the benefits
of the interim final temporary rules to issuers. Similarly, a longer
period would increase the costs to investors. We believe that the
approximately nine-week delay in the interim final temporary rules is
appropriate given the potential impact Hurricane Florence or its
aftermath could have on the efforts of companies to meet filing
deadlines pursuant to Regulation Crowdfunding and Regulation A.

IV. Procedural and Other Matters

    The Administrative Procedure Act (``APA'') generally requires an
agency to publish notice of a rulemaking in the Federal Register and
provide an opportunity for public comment. This requirement does not
apply, however, if the agency ``for good cause finds . . . that notice
and public procedure are impracticable, unnecessary, or contrary to the
public interest.'' \11\ The APA also generally requires that an agency
publish an adopted rule in the Federal Register at least 30 days before
it becomes effective. This requirement does not apply, however, if the
agency finds good cause for making the rule effective sooner.\12\
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    \11\ 5 U.S.C. 553(b)(3)(B).
    \12\ 5 U.S.C. 553(d)(3).
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    Given the temporary nature of the relief contemplated by the
interim final temporary rules and the significant and immediate impact
of Hurricane Florence and its aftermath on issuers in affected areas,
as discussed above, the Commission finds that good cause exists to
dispense with notice and comment as impracticable and unnecessary, and
to act immediately to amend Rule 202 of Regulation Crowdfunding and
Rule 257 of Regulation A.\13\ Further, the interim

final temporary rules will not affect the burden or cost estimates
associated with existing collections of information under Regulation
Crowdfunding and Regulation A for purposes of the Paperwork Reduction
Act of 1995.\14\
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    \13\ This finding also satisfies the requirements of 5 U.S.C.
808(2), allowing the interim final temporary rules to become
effective notwithstanding the requirement of 5 U.S.C. 801 (if a
federal agency finds that notice and public comment are impractical,
unnecessary or contrary to the public interest, a rule shall take
effect at such time as the federal agency promulgating the rule
determines). The interim final temporary rules also do not require
analysis under the Regulatory Flexibility Act. See 5 U.S.C. 604(a)
(requiring a final regulatory flexibility analysis only for rules
required by the APA or other law to undergo notice and comment).
    \14\ 44 U.S.C. 3501 et seq.
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V. Statutory Basis and Text of Amendments

    We are adopting amendments to Rule 202 of Regulation Crowdfunding
and Rule 257 of Regulation A under the authority set forth in the
Securities Act (15 U.S.C. 77a et seq.), particularly, Section 28
thereof.

List of Subjects

17 CFR Part 227

    Crowdfunding, Funding portals, Intermediaries, Reporting and
recordkeeping requirements, Securities.

17 CFR Part 230

    Reporting and recordkeeping requirements, Securities.

    In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:

PART 227--REGULATION CROWDFUNDING, GENERAL RULES AND REGULATIONS

0
1. The authority citation for part 227 is revised to read as follows:

    Authority:  15 U.S.C. 77d, 77d-1, 77s, 77z-3, 78c, 78o, 78q,
78w, 78mm, and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012).

0
2. Amend Sec.  227.202 by adding paragraph (c) to read as follows:

Sec.  227.202   Ongoing reporting requirements.

* * * * *
    (c) Temporary relief from certain reporting requirements. (1) An
issuer that is not able to meet a filing deadline for any report or
form required to be filed by this section, 17 CFR 227.203(a)(3)), or 17
CFR 227.203(b) during the period from and including September 14, 2018
to and including October 26, 2018 due to Hurricane Florence and its
aftermath shall be deemed to have satisfied the filing deadline for
such report or form if the issuer files such report or form with the
Commission on or before October 29, 2018.
    (2) In any report or form filed pursuant to paragraph (c)(1) of
this section, the issuer must disclose that it is relying on this
paragraph (c) and state the reasons why, in good faith, it could not
file such report or form on a timely basis.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read in part as
follows:

    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.

0
4. Amend Sec.  230.257 by adding paragraph (f) to read as follows:

Sec.  230.257   Periodic and current reporting; exit report.

* * * * *
    (f) Temporary relief from ongoing reporting requirements. (1) An
issuer that is not able to meet a filing deadline for any report or
form required to be filed by 17 CFR 230.252(f)(2)(i)) or this section
during the period from and including September 14, 2018 to and
including October 26, 2018 due to Hurricane Florence and its aftermath
shall be deemed to have satisfied the filing deadline for such report
or form if the issuer files such report or form with the Commission on
or before October 29, 2018.
    (2) In any report or form filed pursuant to paragraph (f)(1) of
this section, the issuer must disclose that it is relying on this
paragraph (f) and state the reasons why, in good faith, it could not
file such report or form on a timely basis.

    By the Commission.

    Dated: September 19, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-20740 Filed 9-19-18; 4:15 pm]
 BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 210 (Thursday, October 30, 2014)]
[Notices]
[Page 64592]
[FR Doc No: 2014-25857]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9918-66-OEI]

Cross-Media Electronic Reporting: Authorized Program Revision
Approval, State of Indiana

AGENCY: Environmental Protection Agency.

ACTION: Notice.

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SUMMARY: This notice announces the Environmental Protection Agency
(EPA's) approval of the State of Indiana's request to revise its
National Primary Drinking Water Regulations Implementation EPA-
authorized program to allow electronic reporting.

DATES: EPA's approval is effective October 30, 2014.

FOR FURTHER INFORMATION CONTACT: Karen Seeh, U.S. Environmental
Protection Agency, Office of Environmental Information, Mail Stop
2823T, 1200 Pennsylvania Avenue NW., Washington, DC 20460, (202) 566-
1175<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: On October 13, 2005, the final Cross-Media
Electronic Reporting Rule (CROMERR) was published in the Federal
Register (70 FR 59848) and codified as part 3 of title 40 of the CFR.
CROMERR establishes electronic reporting as an acceptable regulatory
alternative to paper reporting and establishes requirements to assure
that electronic documents are as legally dependable as their paper
counterparts. Subpart D of CROMERR requires that state, tribal or local
government agencies that receive, or wish to begin receiving,
electronic reports under their EPA-authorized programs must apply to
EPA for a revision or modification of those programs and obtain EPA
approval. Subpart D provides standards for such approvals based on
consideration of the electronic document receiving systems that the
state, tribe, or local government will use to implement the electronic
reporting. Additionally, Sec.  3.1000(b) through (e) of 40 CFR part 3,
subpart D provides special procedures for program revisions and
modifications to allow electronic reporting, to be used at the option
of the state, tribe or local government in place of procedures
available under existing program-specific authorization regulations. An
application submitted under the subpart D procedures must show that the
state, tribe or local government has sufficient legal authority to
implement the electronic reporting components of the programs covered
by the application and will use electronic document receiving systems
that meet the applicable subpart D requirements.
    On June 13, 2014, the Indiana Department of Environmental
Management (IDEM) submitted an application titled ``Indiana Electronic
Sample Entry Verify (eSE) System'' for revision of its EPA-authorized
Part 142 program under title 40 CFR. EPA reviewed IDEM's request to
revise its EPA-authorized program and, based on this review, EPA
determined that the application met the standards for approval of
authorized program revision set out in 40 CFR part 3, subpart D. In
accordance with 40 CFR 3.1000(d), this notice of EPA's decision to
approve Indiana's request to revise its Part 142--National Primary
Drinking Water Regulations Implementation program to allow electronic
reporting under 40 CFR part 141 is being published in the Federal
Register. IDEM was notified of EPA's determination to approve its
application with respect to the authorized program listed above.

    Dated: October 9, 2014.
Matthew Leopard,
Acting Director, Office of Information Collection.
[FR Doc. 2014-25857 Filed 10-29-14; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: June 18, 2010 (Volume 75, Number 117)]
[Proposed Rules]
[Page 34682]
[DOCID:fr18jn10-27]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

46 CFR Parts 97 and 148

[Docket No. USCG-2009-0091]
RIN 1625-AB47

Bulk Solid Hazardous Materials: Harmonization With the
International Maritime Solid Bulk Cargoes (IMSBC) Code; Correction

AGENCY: Coast Guard, DHS.

ACTION: Notice of proposed rulemaking; correction.

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SUMMARY: This document corrects the preamble to a proposed rule
published in the Federal Register on June 17, 2010, entitled ``Bulk
Solid Hazardous Materials: Harmonization With the International
Maritime Solid Bulk Cargoes (IMSBC) Code.'' This correction provides
correct information with regard to the preliminary environmental
analysis checklist.

FOR FURTHER INFORMATION CONTACT: If you have questions on this proposed
rule, call or e-mail Richard Bornhorst, Office of Operating and
Environmental Standards, Hazardous Materials Standards Division (CG-
5223), Coast Guard, telephone<PHONE_NUMBER>, e-mail
<EMAIL_ADDRESS>If you have questions on viewing or
submitting material to the docket, call Renee V. Wright, Program
Manager, Docket Operations, telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Coast Guard is correcting a portion of
the preamble to the proposed rule discussing the preliminary
environmental analysis checklist. The preamble incorrectly refers to
section 2.B.2 Figure 2-1, paragraphs 34(c), (d), and (e), of Commandant
Instruction M16475.lD. The correct reference is to section 2.B.2 Figure
2-1, paragraphs 34(a) and (d) of the Instruction.

Correction

    In the proposed rule ``Bulk Solid Hazardous Materials:
Harmonization With the International Maritime Solid Bulk Cargoes
(IMSBC) Code,'' which published in the June 17, 2010, issue of the
Federal Register, make the following correction in the Supplementary
Information section. In section VII.M., correct the paragraph following
``M. Environment'' to read as follows:
    ``We have analyzed this proposed rule under Department of Homeland
Security Management Directive 023-01 and Commandant Instruction
M16475.lD, which guide the Coast Guard in complying with the National
Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321-4370f), and
have made a preliminary determination that this action is one of a
category of actions that do not individually or cumulatively have a
significant effect on the human environment. A preliminary
environmental analysis checklist supporting this determination is
available in the docket where indicated under the ``Public
Participation and Request for Comments'' section of this preamble. This
rule involves regulations that are editorial or procedural and the
equipping of vessels, and falls under section 2.B.2. Figure 2-1,
paragraphs 34(a) and (d) of Commandant Instruction M16475.lD. We seek
any comments or information that may lead to the discovery of a
significant environmental impact from this proposed rule.''

    Dated: June 15, 2010.
Steve G. Venckus,
Chief, Office of Regulations and Administrative Law, United States
Coast Guard.
[FR Doc. 2010-14737 Filed 6-16-10; 11:15 am]
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[Federal Register Volume 87, Number 246 (Friday, December 23, 2022)]
[Notices]
[Pages 79028-79033]
[FR Doc No: 2022-27911]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96532; File No. SR-NASDAQ-2022-068]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to
Modify Entry and All-Inclusive Annual Fees for Certain Companies

December 19, 2022.
    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 December 12, 2022, 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, II,
and III, 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 modify entry and all-inclusive annual fees
for certain companies, as described below. While changes proposed
herein are effective upon filing, the Exchange has designated the
proposed amendments to be operative on January 1, 2023.
    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 purpose of the proposed rule change is to (i) replace the
tiered entry fee structure with a flat fee of $270,000 when a Company
first lists a class of equity securities on the Nasdaq Global or Global
Select Market; (ii) modify the Exchange's all-inclusive annual listing
fees for all domestic and foreign companies listing equity securities
covered by Listing Rules 5910 and 5920 on the Nasdaq Global Select,
Global and Capital Markets; (iii) replace the two-tier entry fee
structure with a flat fee of $80,000 when an Acquisition Company, as
defined below, first lists a class of equity securities on Nasdaq; (iv)
to adopt an all-inclusive annual listing fee structure specific to
Acquisition Companies listing on the Nasdaq Capital Market; and (v) to
replace the current three-tier all-inclusive annual listing fee
structure for all Acquisition Companies with a two-tier structure, as
described below.
Entry Fees on the Nasdaq Global Market \3\
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    \3\ Nasdaq is not proposing to amend the Entry Fees on the
Nasdaq Capital Market, except for the Acquisition Companies, as
explained below.
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    Currently, Nasdaq charges Companies listing pursuant to Rule
5910(a)(1), other than Acquisition Companies, entry fees for the Nasdaq
Global and Global Select Market based on the number of shares
outstanding according to the following tiers: \4\
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    \4\ Companies must also submit a $25,000 initial application
fee, which is credited towards the entry fee upon listing. The
initial application fee for an Acquisition Company is $5,000. See
Rule 5910(a)(11).
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Up to 30 million shares $150,000
30+ to 40 million shares $170,000
40+ to 50 million shares $210,000
50+ to 60 million shares $250,000

60+ to 70 million shares $290,000
Over 70 million shares $295,000

    These fees are based on the aggregate of all classes of equity
securities to be listed on the Nasdaq Global and Global Select Market,
as shown in the company's most recent periodic report or in more recent
information held by Nasdaq or, in the case of new issues, as shown in
the offering circular or registration statement. In the case of foreign
companies, total shares outstanding includes only those shares issued
and outstanding in the United States.
    The entry fees for companies listing on the Nasdaq Global and
Global Select Markets were last modified in 2018.\5\ Nasdaq now
proposes to replace the tiered structure with a flat fee of $270,000
when a Company, other than an Acquisition Company, first lists a class
of equity securities on the Nasdaq Global or Global Select Market.
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    \5\ See Securities Exchange Act Release No. 84930 (December 21,
2018), 83 FR 67752 (December 31, 2018) (SR-NASDAQ-2018-105).
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    Nasdaq proposes to make this change to better reflect the value of
such listing to companies. In particular, the Exchange believes it is
reasonable to apply a flat entry fee when a Company first lists a class
of securities as the value of the listing to a company is substantially
the same regardless of the number of shares the company has
outstanding. While some companies would pay a higher (or lower) initial
listing fee under the proposed flat fee than under the current rate,
Nasdaq believes that this change is not unfairly discriminatory
because, similarly, the value of the listing to a company is
substantially the same regardless of the number of shares the company
has outstanding.
    Nasdaq also proposes to provide that any company, including an
Acquisition Company (until it has satisfied the condition in Rule IM-
5101-2(b)),\6\ that lists an additional class of equity securities (not
otherwise identified in Rule 5900 Series) is not subject to entry fees
but is charged a non-refundable $25,000 initial application fee (except
for an Acquisition Company that is charged a non-refundable $5,000
initial application fee).\7\ Currently, Rule 5910(a)(1) provides that a
company, including an Acquisition Company, that submits an application
to list any class of its securities (not otherwise identified in Rule
5900 Series) on the Nasdaq Global Market is subject to the entry fees.
Nasdaq proposes to make this change to better reflect the value of
listing an additional class of securities for already listed companies
and to better align such value with Nasdaq's regulatory resources
expended in connection with such applications. In particular, the
Exchange believes it is reasonable to charge only a non-refundable
$25,000 initial application fee (except for an Acquisition Company that
is charged a non-refundable $5,000 initial application fee) because the
company listing an additional class of equity securities is already
subject to Nasdaq rules, including the applicable corporate governance
requirements. Accordingly, Nasdaq, typically, expends less regulatory
resources qualifying an additional class of equity securities for
listing.
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    \6\ After an Acquisition Company completes a business
combination where all conditions in Rule IM-5101-2(b) are met, the
combined Company must meet the requirements for initial listing, but
the company is not subject to Entry Fee because the company is
either already listed on Nasdaq or the Entry Fees do not apply
pursuant to Listing Rule 5910(a)(7)(v). After that, the combined
Company is no longer subject to the additional requirements of
Listing Rule IM-5101-2.
    \7\ Nasdaq is not proposing to change Rule 5910(a)(11), which
provides that a company (except for an Acquisition Company) subject
to the Entry Fee described in Rule 5910(a)(1) must submit a non-
refundable $25,000 initial application fee with its application. An
Acquisition Company must submit a non-refundable $5,000 initial
application fee with its application.
---------------------------------------------------------------------------

All-Inclusive Annual Listing Fees
    Currently, for companies listed on the Capital Market, other than
ADRs, Closed-end Funds and Limited Partnerships, the all-inclusive
annual fee ranges from $45,000 to $81,000; for ADRs listed on the
Capital Market the all-inclusive annual fee ranges from $45,000 to
$54,500; and for Limited Partnerships listed on the Capital Market the
all-inclusive annual fee ranges from $33,000 to $40,500. On the Global
and Global Select Markets, the all-inclusive annual fee for companies
other than, in part,\8\ ADRs, Closed-end Funds and Limited Partnerships
ranges from $48,000 to $167,000; for ADRs the all-inclusive annual fee
ranges from $48,000 to $86,000; and for Limited Partnerships the all-
inclusive annual fee ranges from $40,500 to $83,500. The all-inclusive
annual fee for Closed-end Funds listed on any market tier ranges from
$33,000 to $107,500. In each case, a company's all-inclusive annual fee
is based on its total shares outstanding.\9\
---------------------------------------------------------------------------

    \8\ Rule 5930 sets forth the all-inclusive annual listing fees
applicable to SEEDS and Other Securities; and Rule 5940 sets forth
the all-inclusive annual listing fees applicable to Exchange Traded
Products that are listed on the Nasdaq Global Market.
    \9\ REITs are subject to the same fee schedule as other equity
securities; however for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. Similarly,
for the purpose of determining the total shares outstanding, fund
sponsors may aggregate shares outstanding of all Closed-End Funds in
the same fund family listed on the Nasdaq Global Market or the
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
---------------------------------------------------------------------------

    Nasdaq proposes to amend the all-inclusive annual fee for all
domestic and foreign companies listing equity securities on the Nasdaq
Global Select, Global and Capital Markets to the following amounts,\10\
effective January 1, 2023:
---------------------------------------------------------------------------

    \10\ The proposed fee change reflects about a 4.0% increase
rounded to the nearest $500.
---------------------------------------------------------------------------

Global/Global Select Markets

----------------------------------------------------------------------------------------------------------------
                                                                                Annual fee         Annual Fee
                                                Total shares outstanding        before the         effective
                                                                             proposed change    January 1, 2023
----------------------------------------------------------------------------------------------------------------
Equity securities other than, in part,       Up to 10 million shares......            $48,000            $50,000
 ADRs, Closed-end Funds and Limited
 Partnerships.
                                             10+ to 50 million shares.....             59,500             62,000
                                             50+ to 75 million shares.....             81,000             84,000
                                             75+ to 100 million shares....            107,500            112,000
                                             100+ to 125 million shares...            134,500            140,000
                                             125+ to 150 million shares...            145,500            151,500
                                             Over 150 million shares......            167,000            173,500
ADRs.......................................  Up to 10 million ADRs and                 48,000             50,000
                                              other listed equity
                                              securities.
                                             10+ to 50 million ADRs and                54,500             56,500
                                              other listed equity
                                              securities.

                                             50+ to 75 million ADRs and                64,500             67,000
                                              other listed equity
                                              securities.
                                             Over 75 million ADRs and                  86,000             89,500
                                              other listed equity
                                              securities.
Closed-end Funds...........................  Up to 50 million shares......             33,000             34,500
                                             50+ to 100 million shares....             54,500             56,500
                                             100+ to 250 million shares...             81,000             84,000
                                             Over 250 million shares......            107,500            112,000
Limited Partnerships.......................  Up to 75 million shares......             40,500             42,000
                                             75+ to 100 million shares....             54,500             56,500
                                             100+ to 125 million shares...             67,000             69,500
                                             125+ to 150 million shares...             72,500             75,500
                                             Over 150 million shares......             83,500             87,000
----------------------------------------------------------------------------------------------------------------

Capital Market

----------------------------------------------------------------------------------------------------------------
                                                                            Annual fee before      Annual Fee
                                                Total shares outstanding       the proposed        effective
                                                                                change        January 1, 2023
----------------------------------------------------------------------------------------------------------------
Equity securities other than ADRs, Closed-   Up to 10 million shares......            $45,000            $47,000
 end Funds and Limited Partnerships.
                                             10+ to 50 million shares.....             59,500             62,000
                                             Over 50 million shares.......             81,000             84,000
ADRs.......................................  Up to 10 million ADRs and                 45,000             47,000
                                              other listed equity
                                              securities.
                                             Over10 million ADRs and other             54,500             56,500
                                              listed equity securities.
Closed-end Funds...........................  Up to 50 million shares......             33,000             34,500
                                             50+ to 100 million shares....             54,500             56,500
                                             100+ to 250 million shares...             81,000             84,000
                                             Over 250 million shares......            107,500            112,000
Limited Partnerships.......................  Up to 75 million shares......             33,000             34,500
                                             Over 75 million shares.......             40,500             42,000
----------------------------------------------------------------------------------------------------------------

    Nasdaq also proposes to update the maximum fee applicable to a
Closed-End Fund family to $112,000 and the maximum fee applicable to a
REIT Family listed on the Nasdaq Global Market and the Nasdaq Capital
Market to $173,500 and $84,000, respectively, to reflect the proposed
fee change for other equity securities, as described above.\11\
---------------------------------------------------------------------------

    \11\ See footnote 9 above.
---------------------------------------------------------------------------

    Finally, Nasdaq proposes to update amounts in examples in Listing
Rules 5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of
the rules for companies transferring between Nasdaq tiers, to align the
fee amounts with the fees applicable in year 2023.
    As described below, Nasdaq proposes to make the aforementioned fee
increases to better reflect the Exchange's costs related to listing
equity securities and the corresponding value of such listing to
companies.
    Nasdaq also proposes to remove references to fees that are no
longer applicable because they were superseded by new fee rates
specified in the rule text.
Entry Fee for Acquisition Companies
    Nasdaq proposes to modify the Entry Fee for companies whose
business plan is to complete an initial public offering and engage in a
merger or acquisition with one or more unidentified companies within a
specific period of time, as described in IM-5101-2, (``Acquisition
Companies'').
    Nasdaq currently charges entry fees for Acquisition Companies
listing on the Nasdaq Capital, Global and Global Select Markets based
on the number of shares outstanding according to the following tiers:
\12\
---------------------------------------------------------------------------

    \12\ Listing Rules 5910(a)(1)(B) and 5920(a)(1) for the Nasdaq
Global or Global Select Market and the Nasdaq Capital Market,
respectively. Companies must also submit a $5,000 initial
application fee, which is credited towards the entry fee upon
listing. See Listing Rules 5910(a)(11) and 5920(a)(11).

Up to 15 million shares $50,000
Over 15 million shares $75,000

    These fees are based on the aggregate of all classes of equity
securities to be listed on Nasdaq, as shown in the company's most
recent periodic report or in more recent information held by Nasdaq or,
in the case of new issues, as shown in the offering circular or
registration statement. In the case of foreign companies, total shares
outstanding includes only those shares issued and outstanding in the
United States.
    Nasdaq now proposes to replace the two-tier structure with a flat
fee of $80,000 when an Acquisition Company first lists a class of
equity securities on Nasdaq. The flat entry fee would cover both an
Acquisition Company's common shares and also warrants and rights, if
any.
    Nasdaq proposes to make these fee increases to better reflect the
value of such listing to companies. In particular, the Exchange
believes it is reasonable to apply a flat entry fee when an Acquisition
Company first lists a class of securities as the value of the listing
to a company is substantially the same regardless of the number of
shares the company has outstanding. While companies would pay a higher
initial listing fee under the proposed flat fee than under the current
rate, Nasdaq believes that this increase is not unfairly discriminatory
because, similarly, the value of the listing to a company is

substantially the same regardless of the number of shares the company
has outstanding. Nasdaq also believes that the fee increase is
reasonable given the substantial increase in new listings of the
Acquisition Companies in the last few years, which caused Nasdaq to
dedicate additional resources to conduct regulatory reviews of
Acquisition Companies' IPOs and subsequent business combination
transactions with operating companies.
    In addition, the Exchange observes that many companies may not know
their share structure or how many shares will ultimately be outstanding
at the time they are considering whether to list on the Exchange.
Therefore, the Exchange believes that adopting a flat entry fee will
provide prospective Acquisition Companies listing on Nasdaq with
greater transparency on the costs associated with initially listing on
the Exchange.
All-Inclusive Annual Listing Fee for Acquisition Companies
    Nasdaq currently charges an All-Inclusive Annual Listing Fee for
Acquisition Companies listed on the Nasdaq Capital, Global and Global
Select Markets based on the number of shares outstanding according to
the following tiers:

Up to 10 million shares $45,000
10+ to 50 million shares $59,500
Over 50 million shares $81,000

    Currently, the securities of an Acquisition Company listing on the
Nasdaq Capital Market are subject to the same all-inclusive annual fee
schedule as all domestic and foreign companies listing equity
securities on the Nasdaq Capital Market. These fees were last modified
in 2021, effective for 2022, as part of the Exchange's modification of
all-inclusive annual listing fees for all domestic and foreign
companies listing equity securities covered by Listing Rules 5910 and
5920 on the Nasdaq Global Select, Global and Capital Markets.\13\ The
securities of an Acquisition Company listing on the Nasdaq Global and
Global Select Markets are subject to the same all-inclusive annual fee
schedule as the securities of an Acquisition Company listing on the
Nasdaq Capital Market as provided in Listing Rule 5910(a)(1)(B)
[sic].\14\
---------------------------------------------------------------------------

    \13\ See Securities Exchange Act Release No. 34- 93713 (December
3, 2021), 86 FR 70156 (December 9, 2021) (SR-NASDAQ-2021-091).
    \14\ See Securities Exchange Act Release No. 92345 (July 7,
2021), 86 FR 36807 (July 13, 2021) (SR-NASDAQ-2021-055). In this
filing Nasdaq explained its belief that Acquisition Companies listed
on the Nasdaq Global Market receive the same services as Acquisition
Companies listed on the Nasdaq Capital Market making it appropriate
for Nasdaq to charge such companies the same fees.
---------------------------------------------------------------------------

    Nasdaq now proposes to adopt a fee structure specifically for
Acquisition Companies listing on the Nasdaq Capital Market and to
replace the current three-tier structure for Acquisition Companies
listing on the Nasdaq Capital, Global and Global Select Markets with
the following two-tier structure:

Up to 50 million shares $70,000
Over 50 million shares $81,000

    As described above, securities listed on the Nasdaq Capital Market
by an Acquisition Company are, and have been, subject to the same
annual fee schedule as all domestic and foreign companies listing
equity securities on the Nasdaq Capital Market. This structure was
maintained since Nasdaq first adopted a rule to impose additional
listing requirements on Acquisition Companies, which allowed such
companies to list on Nasdaq.
    In establishing the proposed All-Inclusive Annual Fees for
Acquisition Companies across all tiers, including the changes to the
number and cut-off point of pricing tiers, Nasdaq considered various
factors that distinguish Acquisition Companies from other issuers of
primary equity securities on Nasdaq, the use of various Nasdaq
regulatory and support services by Acquisition Companies, as well as,
pricing for similar securities on other national securities exchanges.
Based on this analysis, Nasdaq proposes to modify the number of fee
tiers within the annual fee schedule to better align fees with the size
of the companies that pay those fees and the use that companies of
various sizes typically make of Nasdaq's services. In setting the
proposed All-Inclusive Annual Fee, Nasdaq reviewed the billing history
of more than 450 Acquisition Companies that had been listed on Nasdaq
to determine the fees assessed these companies. Nasdaq also reviewed
listing-related services provided to Acquisition Companies, including
reviews of various regulatory forms, rule interpretations requests, and
compliance plan reviews. Nasdaq established the proposed two tier All-
Inclusive Annual Fee for Acquisition Companies and shares outstanding
tier based on this analysis of historical fees paid and regulatory
services used.
    Based on this analysis, Nasdaq determined that only a small
minority of Acquisition companies were listed on Nasdaq with less than
10 million of total shares outstanding, but the services provided to
them and the Exchange's regulatory resources dedicated to such listings
are substantially the same regardless of the number of shares the
company has outstanding. The vast majority of listed Acquisition
companies fall within the current second tier. Accordingly, Nasdaq
believes that the new tier of up to 50 million shares better reflects
both the value of the listing to Acquisition Companies and the
expenditure of regulatory resources by Nasdaq. Nasdaq also believes
that the all-inclusive fee increase for this tier is reasonable given
the substantial increase in new listings of the Acquisition Companies
in the last few years, which caused Nasdaq to dedicate additional
resources to conduct regulatory reviews of Acquisition Companies' IPOs
and subsequent business combination transactions.
    While there is a small minority of Acquisition Companies that fall
within the current third tier (over 50 million shares) and that will
not be affected by the proposed fee change, Nasdaq believes that this
is not unfairly discriminatory because such large Acquisition Companies
tend to have better known and more experienced sponsors and advisors,
and therefore require fewer resources from Nasdaq. In addition, Nasdaq
obtains value from being associated with these experienced sponsors.
Pricing for similar securities on other national securities exchanges
was also considered, and Nasdaq believes that maintaining this tier as
is, is reasonable given the competitive landscape.
    Nasdaq also proposes to renumber certain rules to improve the
clarity and readability of these rules.
    While these changes are effective upon filing, Nasdaq has
designated the proposed amendments to be operative on January 1, 2023.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with section
6(b) of the Act,\15\ in general, and furthers the objectives of
sections 6(b)(4) and 6(b)(5) of the Act,\16\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    Nasdaq believes that the adoption of a flat entry fee on the Nasdaq
Global and Global Select Markets represents a reasonable attempt to
address the Exchange's increased costs in servicing these listings
while continuing to attract and retain listings. Nasdaq proposes to

make the aforementioned fee structure change to better reflect the
value of such listing to companies. In particular, the Exchange
believes it is reasonable to apply a flat fee when a company first
lists a class of securities as the value to the company is
substantially the same regardless of the number of shares the company
has outstanding. While some companies would pay a higher initial
listing fee under the proposed flat fee than under the current rate,
the Exchange believes that this increase is not unfairly
discriminatory, as the resources the Exchange expends in connection
with the initial listing of those companies are typically consistent
with the resources the Exchange expends on many companies that are
already subject to the similar fees under the current structure. This
proposal is consistent with the approach of other exchanges.\17\
---------------------------------------------------------------------------

    \17\ See Section 902.03 Fees for Listed Equity Securities; of
the NYSE Listed Company Manual.
---------------------------------------------------------------------------

    Nasdaq believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rule 5910(a)(1) to provide that any company, including an Acquisition
Company (until it has satisfied the condition in Rule IM-5101-2(b)),
that lists an additional class of equity securities (not otherwise
identified in Rule 5900 Series) is not subject to entry fees under this
rule but is charged a non-refundable $25,000 initial application fee
(except for an Acquisition Company that is charged a non-refundable
$5,000 initial application fee) because this change better reflects the
value of listing an additional class of securities for already listed
companies and better aligns such value with Nasdaq's regulatory
resources expended in connection with such applications. In particular,
the Exchange believes it is reasonable to charge only a non-refundable
$25,000 initial application fee (except for an Acquisition Company that
is charged a non-refundable $5,000 initial application fee), because
the company listing an additional class of equity securities is already
subject to Nasdaq rules, including the applicable corporate governance
requirements. Accordingly, Nasdaq, typically, expends less regulatory
resources qualifying an additional class of equity securities for
listing.
    Nasdaq believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rules 5910(b)(2) and 5920(b)(2) to increase the all-inclusive annual
fees listing fees \18\ as set forth above because of the increased
costs incurred by Nasdaq since it established the current rates. In
that regard, the Exchange notes that its general costs to support our
listed companies have increased, including due to price inflation. The
Exchange also continues to expand and improve the services it provides
to listed companies, the technology to deliver those services and the
customer experience at the Nasdaq MarketSite. These improvements
include, ESG services, governance solutions and support, the remodeling
of a portion of the New York Headquarters and the investment in
technology to support direct listings with a capital raise, IPO
innovations and ongoing trading.
---------------------------------------------------------------------------

    \18\ Effective January 1, 2022, Nasdaq modified the fee schedule
for all domestic and foreign companies listing equity securities
covered by Listing Rules 5910 and 5920 on the Nasdaq Global Select,
Global and Capital Markets. Securities Exchange Act Release No.
93713 (December 3, 2022), 86 FR 70156 (December 9, 2022) (SR-NASDAQ-
2021-095).
---------------------------------------------------------------------------

    Nasdaq also believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rules 5910(b)(2) and 5920(b)(2) to increase the all-inclusive annual
listing fees while rounding the 4% increase to the nearest $500 as set
forth above because such rounding represents de minimis variation in
fees for Nasdaq listed companies. In addition, Nasdaq has used the same
methodology since the adoption of the all-inclusive annual listing fee
schedule and all annual listing fees under Listing Rules 5910(b)(2) and
5920(b)(2) are rounded to $500.
    The proposed change to update amounts in examples clarifying the
application of the rules for companies transferring between Nasdaq
tiers and to update the maximum fee applicable to a Closed-End Fund
family and the maximum fee applicable to a REIT Family to reflect the
proposed fee change for other equity securities, as described above, is
not unfairly discriminatory because it merely provides transparency to
the application of fees without changing the substance of the rule.
    Nasdaq believes that the Exchange operates in a highly competitive
marketplace for the listing of companies, including the Acquisition
Companies.\19\ The Commission has repeatedly expressed its preference
for competition over regulatory intervention in determining prices,
products, and services in the securities markets. The Exchange believes
that the ever-shifting market share among the exchanges with respect to
new listings and the transfer of existing listings between competitor
exchanges demonstrates that issuers can choose different listing
markets in response to fee changes. Accordingly, competitive forces
constrain exchange's listing fees. In other words, changes to exchange
listing fees can have a direct effect on the ability of an exchange to
compete for new listings and retain existing listings.
---------------------------------------------------------------------------

    \19\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
Intercontinental Exchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at http://www.justice.gov/atr/public/press_releases/2011/271214.htm.
---------------------------------------------------------------------------

    Given this competitive environment, Nasdaq believes that the
adoption of a flat Entry Fee and a modification to the All-Inclusive
Annual Fee schedule for Acquisition Companies represent a reasonable
attempt to address the Exchange's increased costs in servicing these
listings while continuing to attract and retain listings.
    Nasdaq believes it is reasonable to apply a flat Entry Fee when an
Acquisition Company lists a class of securities as the value of the
listing to a company is substantially the same regardless of the number
of shares the company has outstanding. While Acquisition Companies
would pay a higher initial listing fee under the proposed flat fee than
under the current rate, Nasdaq believes that this increase is not
unfairly discriminatory, similarly, the value of the listing to a
company is substantially the same regardless of the number of shares
the company has outstanding. Nasdaq also believes that the fee increase
is reasonable given the substantial increase in new listings of the
Acquisition Companies in the last few years, which caused Nasdaq to
dedicate additional resources to conduct regulatory reviews of
Acquisition Companies' IPOs and subsequent business combination
transactions.
    Nasdaq believes it is reasonable to transition from the current
three-tier structure for the All-Inclusive Annual Fee for Acquisition
Companies to the proposed two-tier structure because Nasdaq's analysis,
as described above, indicates that the proposed structure better
reflects the value of services Nasdaq provides to Acquisition
Companies. Nasdaq also believes that the All-Inclusive Fee increase for
the proposed first tier is reasonable given the substantial increase in
new listings of the Acquisition Companies in the last few years, which
caused Nasdaq to dedicate additional resources to conduct regulatory
reviews of Acquisition Companies' IPOs and subsequent business
combination transactions.

    While there is a small minority of Acquisition Companies that fall
within the proposed second tier (over 50 million shares) that will not
be affected by the proposed fee change, Nasdaq believes that this is
not unfairly discriminatory because such large Acquisition Companies
tend to have better known and more experienced sponsors and advisors,
and therefore have more value to Nasdaq when they list. Pricing for
similar securities on other national securities exchanges was also
considered, and Nasdaq believes that maintaining this tier as is, is
reasonable given the competitive landscape.
    The proposed removal of text relating to fees that are no longer
applicable and renumbering certain rules to improve their clarity and
readability is ministerial in nature and has no substantive effect.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended. The market for
listing services is extremely competitive and listed companies may
freely choose alternative venues, both within the U.S. and
internationally. For this reason, Nasdaq does not believe that the
proposed rule change will result in any burden on competition for
listings.

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

    The foregoing rule change has become effective pursuant to section
19(b)(3)(A)(ii) of the Act.\20\
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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 action is: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) 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 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NASDAQ-2022-068 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-2022-068. 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 (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 Commission's 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 the 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 SR-NASDAQ-2022-068 and
should be submitted on or before January 13, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
---------------------------------------------------------------------------

    \21\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-27911 Filed 12-22-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: October 20, 2010 (Volume 75, Number 202)]
[Notices]
[Page 64771-64772]
[DOCID:fr20oc10-108]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63113; File No. 4-616]

Self-Regulatory Organizations; Order Approving Minor Rule
Violation Plan for BATS Y-Exchange, Inc.

October 15, 2010.
    On September 10, 2010, BATS Y-Exchange, Inc. (``BATS Y-Exchange''
or ``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') a proposed minor rule violation plan (``MRVP'')
pursuant to Section 19(d)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19d-1(c)(2) thereunder.\2\ The proposed MRVP
was published for public comment on September 23, 2010.\3\ The
Commission received no comments on the proposal. This order approves
BATS Y-Exchange's proposed MRVP.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(d)(1).
    \2\ 17 CFR 240.19d-1(c)(2).
    \3\ See Securities Exchange Act Release No. 62924 (September 16,
2010), 75 FR 58011. The notice was published under File No. 10-198
used for BATS Y-Exchange's Form 1 application, however the order
will be published under File No. 4-616.
---------------------------------------------------------------------------

    BATS Y-Exchange's MRVP specifies those uncontested minor rule
violations with sanctions not exceeding $2,500 which would not be
subject to the provisions of Rule 19d-1(c)(1) of the Act \4\ requiring
that a self-regulatory organization promptly file notice with the
Commission of any final disciplinary action taken with respect to any
person or organization.\5\ In accordance with Rule 19d-1(c)(2) under
the Act, the Exchange proposed to designate certain specified rule
violations as minor rule violations, and requested that it be relieved
of the reporting requirements regarding such violations, provided it
gives notice of such violations to the Commission on a quarterly basis.
BATS Y-Exchange included in its proposed MRVP the policies and
procedures currently included in BATS Y-Exchange Rule 8.15
(``Imposition of Fines for Minor Violation(s) of Rules'') and the rule
violations included in BATS Y-Exchange Rule 8.15.01.\6\
---------------------------------------------------------------------------

    \4\ 17 CFR 240.19d-1(c)(1).
    \5\ The Commission adopted amendments to paragraph (c) of Rule
19d-1 to allow self-regulatory organizations (``SROs'') to submit
for Commission approval plans for the abbreviated reporting of minor
disciplinary infractions. See Securities Exchange Act Release No.
21013 (June 1, 1984), 49 FR 23828 (June 8, 1984). Any disciplinary
action taken by an SRO against any person for violation of a rule of
the SRO which has been designated as a minor rule violation pursuant
to such a plan filed with the Commission shall not be considered
``final'' for purposes of Section 19(d)(1) of the Act if the
sanction imposed consists of a fine not exceeding $2,500 and the
sanctioned person has not sought an adjudication, including a
hearing, or otherwise exhausted his administrative remedies.
    \6\ On August 13, 2010, the Exchange's application for
registration as a national securities exchange, including the rules
governing the BATS Y-Exchange, was approved. See Securities Exchange
Act Release No. 62716 (August 13, 2010), 75 FR 51295 (August 19,
2010) (File No. 10-198). In the approval order, the Commission noted
that BATS Y-Exchange Rule 8.15 provides for the imposition of fines
for minor rule violations pursuant to a minor rule violation plan.
Accordingly, the Commission noted that as a condition to the
operation of BATS Y-Exchange, the Exchange must file a minor rule
violation plan with the Commission. BATS Y-Exchange represented that
modifications may be made to Rule 8.15.01 in the future. BATS Y-
Exchange proposed that, when amendments to Rule 8.15.01 are made
pursuant to a rule filing submitted pursuant to Rule 19b-4 under the
Act, such filing would automatically be deemed a request by BATS Y-
Exchange for Commission approval of a modification to its MRVP.
---------------------------------------------------------------------------

    Pursuant to the Exchange's proposed MRVP, under Rule 8.15, the
Exchange may impose a fine (not to exceed $2,500) on a member or an
associated person of a member, or a registered or non-registered
employee of a member with respect to any rule listed in Rule 8.15.01.
The Exchange shall serve the person against whom a fine is imposed with
a written statement setting forth the rule or rules violated, the act
or omission constituting each such violation, the fine imposed, and the
date by which such determination becomes final or by which such
determination

must be contested. If the person against whom the fine is imposed pays
the fine, such payment shall be deemed to be a waiver of such person's
right to a disciplinary proceeding and any review of the matter under
Exchange rules. Any person against whom a fine is imposed may contest
the Exchange's determination by filing with the Exchange a written
response, at which point the matter shall become a disciplinary
proceeding.
    Upon approval of the plan, the Exchange will provide the Commission
a quarterly report of actions taken on minor rule violations under the
plan. The quarterly report will include the Exchange's internal file
number for the case, the name of the individual and/or organization,
the nature of the violation, the specific rule provision violated, the
sanction imposed, the number of times the rule violation has occurred,
and the date of disposition.\7\
---------------------------------------------------------------------------

    \7\ BATS Y-Exchange attached a sample form of the quarterly
report with its submission to the Commission.
---------------------------------------------------------------------------

    The Commission finds that the proposed MRVP is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange. In particular, the
Commission believes that the proposal is consistent with Section
6(b)(5) of the Act,\8\ which requires that the rules of an exchange be
designed to promote just and equitable principles of trade, to remove
impediments and to perfect the mechanism of a free and open market and
national market system, and, in general, to protect investors and the
public interest. The Commission also believes that the proposal is
consistent with Sections 6(b)(1) and 6(b)(6) of the Act \9\ which
require that the rules of an exchange enforce compliance with, and
provide appropriate discipline for, violations of the Commission and
Exchange rules. In addition, because the MRVP offers procedural rights
to a person sanctioned under Rule 8.15, the Commission believes that
Rule 8.15 provides a fair procedure for the disciplining of members and
persons associated with members, consistent with Sections 6(b)(7) and
6(d)(1) of the Act.\10\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b)(5).
    \9\ 15 U.S.C. 78f(b)(1) and 78f(b)(6).
    \10\ 15 U.S.C. 78f(b)(7) and 78f(d)(1).
---------------------------------------------------------------------------

    Finally, the Commission finds that the proposal is consistent with
the public interest, the protection of investors, or otherwise in
furtherance of the purposes of the Act, as required by Rule 19d-1(c)(2)
under the Act,\11\ because the MRVP strengthens BATS Y-Exchange's
ability to carry out its oversight and enforcement responsibilities as
an SRO in cases where full disciplinary proceedings are unsuitable in
view of the minor nature of the particular violation.
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19d-1(c)(2).
---------------------------------------------------------------------------

    In approving this proposal, the Commission in no way minimizes the
importance of compliance with Exchange rules and all other rules
subject to the imposition of sanctions under Rule 8.15. The Commission
believes that the violation of an SRO's rules, as well as Commission
rules, is a serious matter. However, Rule 8.15 provides a reasonable
means of addressing violations that do not rise to the level of
requiring formal disciplinary proceedings, while providing greater
flexibility in handling certain violations. The Commission expects that
BATS Y-Exchange will continue to conduct surveillance with due
diligence and make determinations based on its findings, on a case-by-
case basis, whether a sanction under the MRVP is appropriate, or
whether a violation requires formal disciplinary action.
    It is therefore ordered, pursuant to Rule 19d-1(c)(2) under the
Act,\12\ that the proposed MRVP for BATS Y-Exchange, File No. 4-616,
be, and hereby is, approved and declared effective.
---------------------------------------------------------------------------

    \12\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(44).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-26359 Filed 10-19-10; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 22 (Thursday, February 2, 2012)]
[Notices]
[Pages 5293-5294]
[FR Doc No: 2012-2356]

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DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

[Docket No. FRA-2012-0005]

Establishment of an Emergency Relief Docket for Calendar Year
2012

AGENCY: Federal Railroad Administration (FRA), DOT.

ACTION: Notice of establishment of public docket.

-----------------------------------------------------------------------

SUMMARY: This Notice announces the establishment of FRA's emergency
relief docket (ERD) for calendar year 2012. The designated ERD for
calendar year 2012 is docket number FRA-2012-0005.

ADDRESSES: See Supplementary Information section for further
information regarding submitting petitions and/or comments to Docket
No. FRA-2012-0005.

SUPPLEMENTARY INFORMATION: On May 19, 2009, FRA published a direct
final rule addressing the establishment of ERDs and the procedures for
handling petitions for emergency waivers of safety rules, regulations,
or standards during an emergency situation or event. 74 FR 23329. That
direct final rule became effective on July 20, 2009 and made minor
modifications to Sec.  211.45 to the FRA's Rules of Practice published
at 49 CFR part 211. Paragraph (b) of Sec.  211.45 provides that each
calendar year FRA will establish an ERD in the publicly accessible DOT
docket system (available on the Internet at http://

www.regulations.gov). Paragraph (b) of Sec.  211.45 further provides
that FRA will publish a notice in the Federal Register identifying by
docket number the ERD for that year. As noted in the rule, FRA's
purpose for establishing the ERD and emergency waiver procedures is to
provide an expedited process for FRA to address the needs of the public
and the railroad industry during emergency situations or events. This
Notice announces that the designated ERD for calendar year 2012 is
docket number FRA-2012-0005.
    As detailed Sec.  211.45, if the FRA Administrator determines that
an emergency event as defined in 49 CFR 211.45(a) has occurred, or that
an imminent threat of such an emergency occurring exists, and public
safety would benefit from providing the railroad industry with
operational relief, the emergency waiver procedures of 49 CFR 211.45
will go into effect. In such an event, the FRA Administrator will issue
a statement in the ERD indicating that the emergency waiver procedures
are in effect and FRA will make every effort to post the statement on
its Web site at http://www.fra.dot.gov/. Any party desiring relief from
FRA regulatory requirements as a result of the emergency situation
should submit a petition for emergency waiver in accordance with 49 CFR
211.45(e) and (f). Specific instructions for filing petitions for
emergency waivers in accordance with 49 CFR 211.45 are found at 49 CFR
211.45(f). Specific instructions for filing comments in response to
petitions for emergency waivers are found at 49 CFR 211.45(h).

Privacy

    Anyone is able to search all comments received into any of our
dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). You may review DOT's complete Privacy Act
Statement in the Federal Register published on April 11, 2000 (Volume
665, Number 7, Pages 19477-78). The statement may also be found at
http://www.dot.gov/privacy.html.

    Issued in Washington, DC on January 30, 2012.
Michael W. Lestingi,
Acting Director for the Office of Safety Assurance and Compliance.
[FR Doc. 2012-2356 Filed 2-1-12; 8:45 am]
BILLING CODE 4910-06-P


[Federal Register: June 6, 2006 (Volume 71, Number 108)]
[Notices]
[Page 32530-32531]
[DOCID:fr06jn06-48]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Notice of Application for Non-Project Use of Project Lands and
Soliciting Comments, Motions To Intervene, and Protests

May 31, 2006.
    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Non-project use of project lands and waters.
    b. Project No.: 2468-191.
    c. Date Filed: May 10, 2006.

    d. Applicant: Consumers Energy Company (Consumers).
    e. Name of Project: Croton.
    f. Location: The project is located on Muskegon River in Newaygo
County, Cadillac, Michigan. The project does not occupy any Federal or
tribal lands.
    g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791(a)-825(r).
    h. Applicant Contact: Robert Neustifter, Consumers Energy Company,
One Energy Plaza, Jackson, MI 49201. Phone:<PHONE_NUMBER>.
    i. FERC Contact: Gina Krump<EMAIL_ADDRESS>202-502-6704.
    j. Deadline for filing comments and or motions: June 30, 2006.
    All documents (original and eight copies) should be filed with Ms.
Magalie R. Salas, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426. Comments, protests, and
interventions may be filed electronically via the Internet in lieu of
paper. See, 18 CFR 385.2001(a)(1)(iii) and the instructions on the
Commission's Web site under the ``e-Filing'' link. Please reference
``Croton Hydroelectric Project, FERC Project No. 2468-191'' on any
comments or motions filed.
    k. Description of the Application: Consumers requests Commission
approval to permit the dredging of sediment, and the excavation of a
sediment trap in the Little Muskegon River arm of Croton reservoir.
Specifically, the proposed dredging would cover an underneath area of
approximately 1,300 feet (ft) x 48 ft, and the proposed excavation area
would cover an underwater 300 ft x 50 ft the excavated sediment trap
would be 8 ft deep. The submerged land involved in the dredging/
excavation proposal is owned in fee by Consumers.
    l. Locations of the Application: This filing is available for
review at the Commission in the Public Reference Room or may be viewed
on the Commission's Web site at http://www.ferc.gov using the ``E-

library'' link. Enter the docket number excluding the last three digits
in the docket number field to access the document. For assistance,
please contact FERC Online Support at<EMAIL_ADDRESS>or
toll-free at<PHONE_NUMBER>, or for TTY, contact<PHONE_NUMBER>. A copy
is also available for inspection and reproduction at the address in
item (h) above.
    m. Individuals desiring to be included on the Commission's mailing
list should so indicate by writing to the Secretary of the Commission.
    n. Comments, Protests, or Motions to Intervene: Anyone may submit
comments, a protest, or a motion to intervene in accordance with the
requirements of Rules of Practice and Procedure, 18 CFR 385.210, .211,
.214. In determining the appropriate action to take, the Commission
will consider all protests or other comments filed, but only those who
file a motion to intervene in accordance with the Commission's Rules
may become a party to the proceeding. Any comments, protests, or
motions to intervene must be received on or before the specified
comment date for the particular application.
    o. Filing and Service of Responsive Documents: Any filings must
bear in all capital letters the title ``COMMENTS'', ``RECOMMENDATIONS
FOR TERMS AND CONDITIONS'', ``PROTEST'', OR ``MOTION TO INTERVENE'', as
applicable, and the Project Number of the particular application to
which the filing refers. Any of the above-named documents must be filed
by providing the original and the number of copies provided by the
Commission's regulations to: The Secretary, Federal Energy Regulatory
Commission, 888 First Street NE., Washington, DC 20426. A copy of any
motion to intervene must also be served upon each representative of the
Applicant specified in the particular application.
    p. Agency Comments: Federal, state, and local agencies are invited
to file comments on the described application. A copy of the
application may be obtained by agencies directly from the Applicant. If
an agency does not file comments within the time specified for filing
comments, it will be presumed to have no comments. One copy of an
agency's comments must also be sent to the Applicant's representatives.

Magalie R. Salas,
Secretary.
 [FR Doc. E6-8743 Filed 6-5-06; 8:45 am]

BILLING CODE 6717-01-P


	ENVIRONMENTAL PROTECTION AGENCY

	40 CFR Part 52

	[EPA-R03-OAR-2010-0319; FRL-        ]

Approval and Promulgation of Air Quality Implementation Plans;
Pennsylvania;

Amendment to Consumer Products and Architectural and Industrial
Maintenance Coatings Regulations

AGENCY:  Environmental Protection Agency (EPA).

ACTION:  Proposed rule.

SUMMARY:  EPA is proposing to approve a State Implementation Plan (SIP)
revision submitted by the Commonwealth of Pennsylvania concerning
amendments to the Pennsylvania Consumer Products and Architectural and
Industrial Maintenance Coatings Regulations.  The revision amends 25 Pa.
Code Chapter 130, Subchapters B and C (relating to consumer products and
architectural and industrial maintenance (AIM) coatings) in order to
reduce volatile organic compounds (VOCs).  This action is being taken
under the Clean Air Act (CAA).

DATES: Written comments must be received on or before [insert date 30
days from date of publication].

ADDRESSES:  Submit your comments, identified by Docket ID Number
EPA-R03-OAR-2010-0319 by one of the following methods:

A.    HYPERLINK "http://www.regulations.gov"  www.regulations.gov .
Follow the on-line instructions for submitting comments.

B.  E-mail:    HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
C.  Mail:  EPA-R03-OAR-2010-0319, Cristina Fernandez, Office of Air
Program Planning, Mailcode 3AP30, U.S. Environmental Protection Agency,
Region III, 1650 Arch Street, Philadelphia, Pennsylvania 19103.

D.  Hand Delivery: At the previously-listed EPA Region III address.
Such deliveries are only accepted during the Docket’s normal hours of
operation, and special arrangements should be made for deliveries of
boxed information.

Instructions:  Direct your comments to Docket ID No.
EPA-R03-OAR-2010-0319.  EPA's policy is that all comments received will
be included in the public docket without change, and may be made
available online at www.regulations.gov, including any personal
information provided, unless the comment includes information claimed to
be Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through www.regulations.gov or
e-mail.  The www.regulations.gov website is an “anonymous access”
system, which means EPA will not know your identity or contact
information unless you provide it in the body of your comment.  If you
send an e-mail comment directly to EPA without going through
www.regulations.gov, your e-mail address will be automatically captured
and included as part of the comment that is placed in the public docket
and made available on the Internet.  If you submit an electronic
comment, EPA recommends that you include your name and other contact
information in the body of your comment and with any disk or CD-ROM you
submit.  If EPA cannot read your comment due to technical difficulties
and cannot contact you for clarification, EPA may not be able to
consider your comment.  Electronic files should avoid the use of special
characters, any form of encryption, and be free of any defects or
viruses.

Docket:  All documents in the electronic docket are listed in the
www.regulations.gov index. Although listed in the index, some
information is not publicly available, i.e., CBI or other information
whose disclosure is restricted by statute.  Certain other material, such
as copyrighted material, is not placed on the Internet and will be
publicly available only in hard copy form.  Publicly available docket
materials are available either electronically in www.regulations.gov or
in hard copy during normal business hours at the Air Protection
Division, U.S. Environmental Protection Agency, Region III, 1650 Arch
Street, Philadelphia, Pennsylvania 19103.  Copies of the State submittal
are available at the Pennsylvania Department of Environmental
Protection, Bureau of Air Quality Control, P.O. Box 8468, 400 Market
Street, Harrisburg, Pennsylvania 17105.

FOR FURTHER INFORMATION CONTACT:  Gregory Becoat,<PHONE_NUMBER>, or by
e-mail at   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>.

SUPPLEMENTARY INFORMATION:

I.  Background

On March 11, 2009, the Pennsylvania Department of Environmental
Protection (PADEP) submitted a revision to its SIP for amendments to 25
Pa. Code Chapter 130, Subchapters B and C (relating to consumer products
and AIM coatings).  This SIP revision amends 25 Pa. Code Chapter 130,
Subchapters B by adding VOC content limits for an additional 11
categories of consumer products and revising the VOC content limits for
one category of consumer products currently regulated.   The revision
also adds definitions for approximately 30 new terms, including those
that relate to the newly regulated product categories and amends
definitions for approximately 75 existing terms in order to provide
clarity.  Additionally, the term “VOC-volatile organic compound” is
added to Subchapter B.

The SIP revision changes the definition of the term “VOC – volatile
organic compound” in Subchapter C (relating to AIM coatings) to mirror
the definition of the term in 25 Pa. Code Chapter 121 (relating to
definitions).  This revision will make the most currently VOC exempt
compounds available as tools to reduce ozone formation.

The standards and requirements contained in Pennsylvania’s consumer
products rule are consistent with the Ozone Transport Commission (OTC)
model rule.  The OTC consumer products model rule was based on the
existing rules developed by the California Air Resources Board, which
were analyzed and modified by the OTC workgroup to address VOC reduction
needs in the Ozone Transport Region (OTR).  Implementing this rule will
result in SIP emission reductions in VOC to support the attainment
demonstrations, and reductions in ground-level ozone in other areas of
the OTR.

II.   Summary of SIP Revision

This SIP revision consists of the following amendments:

1.  Adds and/or amends definitions, terms, and sections in 25 Pa. Code
Chapter 130, Subchapters B and C for clarity, style, format, and
consistency with the OTC Model Rule and Federal definitions.

2.  Adds and/or amends sections in 25 Pa. Code Chapter 130, Subchapter B
in order to incorporate future changes in test procedures, delete an
unnecessary reference to a California regulatory provision, delete and
move definitions and terms, allow for the sell-through of product
manufactured prior to applicable effective dates, update the product
dating, establish the lowest applicable VOC limit requirements, require
additional information on product containers, and establish requirements
for a variance or alternative control plan (ACP).

3.  Establishes under 25 Pa. Code Chapter 130, Subchapter B,
applicability to any person who sells, supplies, offers for sale, or
manufactures consumer products on and after applicable compliance dates.

4.  Establishes under 25 Pa. Code Chapter 130, Subchapter B, the
percentage of VOC by weight that cannot be exceeded for consumer
products that are sold, supplied, offered for sale or manufactured for
sale in the Commonwealth of Pennsylvania, and lists exemptions from the
VOC limits.  The rule also contains requirements for the following: (1)
products registered under FIFRA, (2) products requiring dilution, (3)
sell-through of products, (4) aerosols adhesives, (5) charcoal lighter
materials, and (6) floor wax strippers.

5.  Establishes under 25 Pa. Code Chapter 130, Subchapter B, exemptions
for the following: (1) products for shipment and use outside the
Commonwealth, (2) antiperspirants and deodorants, (3) products
registered under FIFRA, (4) air fresheners, (5) adhesives, (6) bait
station insecticides, and (7) fragrances.

6.  Establishes under 25 Pa. Code Chapter 130, Subchapter B,
applicability for ACPs for consumer products and criteria for innovative
products exemption and requirements for waiver requests.  The rule also
contains grounds for requesting a variance, as well as applicability for
ACPs for consumer products.  ACPs for consumer products are provided by
allowing responsible parties the option to voluntarily enter into
separate ACP agreements for the consumer products mentioned above.  In
addition, the rule contains the following administrative requirements:
(1) product dating, (2) most restrictive limit, (3) labeling, and (4)
recordkeeping and reporting, as well as test methods for demonstrating
compliance.

7.  Establishes under 25 Pa. Code Chapter 130, Subchapter C, the meaning
of ''VOC – volatile organic compound,'' unless the context clearly
indicates otherwise.

Further details of the Commonwealth of Pennsylvania’s regulation
revisions can be found in a Technical Support Document prepared for this
proposed rulemaking action.

III.   Proposed Action

EPA has determined that the revisions made to 25 Pa. Code Chapter 130,
Subchapters B and C meet the SIP revision requirements of the CAA and is
proposing to approve the amendments to Pennsylvania’s Consumer
Products and AIM Coatings Regulations.  This revision will result in the
reduction of VOC emissions in the Commonwealth of Pennsylvania.  EPA is
soliciting public comments on the issues discussed in this document.
These comments will be considered before taking final action.

IV. Statutory and Executive Order Reviews

Under the Clean Air Act, the Administrator is required to approve a SIP
submission that complies with the provisions of the Act and applicable
Federal regulations.  42 U.S.C. 7410(k);  40 CFR 52.02(a).  Thus, in
reviewing SIP submissions, EPA’s role is to approve state choices,
provided that they meet the criteria of the Clean Air Act.  Accordingly,
this action merely proposes to approve state law as meeting Federal
requirements and does not impose additional requirements beyond those
imposed by state law.  For that reason, this proposed action:

is not a "significant regulatory action” subject to review by the
Office of Management and Budget under Executive Order 12866 (58 FR
51735, October 4, 1993);

does not impose an information collection burden under the provisions of
the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);

is certified as not having a significant economic impact on a
substantial number of small entities under the Regulatory Flexibility
Act (5 U.S.C. 601 et seq.);

does not contain any unfunded mandate or significantly or uniquely
affect small governments, as described in the Unfunded Mandates Reform
Act of 1995 (Public Law 104-4);

does not have Federalism implications as specified in Executive Order
13132 (64 FR 43255, August 10, 1999);

is not an economically significant regulatory action based on health or
safety risks subject to Executive Order 13045 (62 FR 19885, April 23,
1997);

is not a significant regulatory action subject to Executive Order 13211
(66 FR 28355, May 22, 2001);

is not subject to requirements of Section 12(d) of the National
Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272 note)
because application of those requirements would be inconsistent with the
Clean Air Act; and

does not provide EPA with the discretionary authority to address, as
appropriate, disproportionate human health or environmental effects,
using practicable and legally permissible methods, under Executive Order
12898 (59 FR 7629, February 16, 1994).

In addition, this proposed rule, pertaining to Pennsylvania’s
amendment to 25 Pa. Code Chapter 130, Subchapters B and C (relating to
Pennsylvania’s Consumer Products and AIM Coatings Regulations), does
not have tribal implications as specified by Executive Order 13175 (65
FR 67249, November 9, 2000), because the SIP is not approved to apply in
Indian country located in the state, and EPA notes that it will not
impose substantial direct costs on tribal governments or preempt tribal
law.

List of Subjects in 40 CFR Part 52

Environmental protection, Air pollution control, Ozone, Reporting, and
recordkeeping requirements, Volatile organic compounds.

Authority: 42 U.S.C. 7401 et seq.

      June 7, 2010
   ___________/s/______________

Dated:                                                     		W. C.
Early, Acting

Regional Administrator,

Region III.

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