[Federal Register Volume 86, Number 225 (Friday, November 26, 2021)]
[Notices]
[Pages 67512-67517]
[FR Doc No: 2021-25750]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93622; File No. SR-NASDAQ-2021-092]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt Alternative Initial and Continued Listing Requirements for
Acquisition Companies Listing on the Nasdaq Global Market

November 19, 2021.
    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 November 12, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to adopt alternative initial and continued
listing requirements for Acquisition Companies listing on the Nasdaq
Global Market.
    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
    Nasdaq is proposing to adopt alternative initial and continued
listing requirements for companies whose business plan is to complete
one or more acquisitions, as described in Listing Rule IM-5101-2 (an
``Acquisition Company''). As described below, such alternative listing
requirements do not replace the requirements of Listing Rule IM-5101-2,
which will continue to apply to all Acquisition Companies.
    An Acquisition Company is a special purpose company formed for the
purpose of completing an initial public offering and engaging in a
merger or acquisition (a business combination) with one or more
unidentified companies within a specific period of time.\3\ The
securities sold by the Acquisition Companies in its initial public
offering (``IPO'') are typically units, consisting of one share of
common stock and one or more warrants (or a fraction of a warrant) to
purchase common stock, that are separable at some point after the IPO.
Management generally is granted a percentage of the Acquisition
Company's equity and may be required to purchase additional shares in a
private placement at the time of the Acquisition Company's IPO. Due to
their different structure, Acquisition Companies do not have any prior
financial history, at the time of their listing, like operating
companies.
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    \3\ Pursuant to Listing Rule IM-5101-2 an Acquisition Company is
required, among other things, to keep at least 90% of the proceeds
from its IPO in an escrow account and, until the company has
completed one or more business combinations having an aggregate fair
market value of at least 80% of the value of the escrow account,
must meet the requirements for initial listing following each
business combination. If a shareholder vote on the business
combination is held, public shareholders voting against a business
combination must have the right to convert their shares of common
stock into a pro rata share of the aggregate amount then in the
escrow account (net of taxes payable and amounts distributed to
management for working capital purposes) if the business combination
is approved and consummated. If a shareholder vote on the business
combination is not held, the company must provide all shareholders
with the opportunity to redeem all their shares for cash equal to
their pro rata share of the aggregate amount then in the deposit
account.
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    Historically, Acquisition Companies chose to list on the Nasdaq
Capital Market instead of the Nasdaq Global Market, in part, because it
had lower fees \4\ and lower initial distribution requirements.\5\
However, nothing in NASDAQ's rules prohibits an Acquisition Company
from listing on the Global Market.\6\ More recently, certain
Acquisition Companies have sought to list on the Nasdaq Global Market.
In particular, Nasdaq notes that a recent SEC statement about
accounting treatment by Acquisition Companies \7\ and subsequent and
more recent accounting comments to Acquisition Companies has resulted
in some Acquisition Companies adopting different accounting practices
and, as a result, having insufficient equity to qualify for initial
listing on the Nasdaq Capital Market. However, these companies could
list on the Nasdaq Global Market or on competing marketplaces, which
permit listing without any minimum equity requirement.\8\
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    \4\ Recently, Nasdaq amended the rules to make the listing fees
and the timing of paying such fees for Acquisition Companies listing
on the Nasdaq Capital and Global Markets the same. See Securities
Exchange Act Release No. 92345 (July 7, 2021), 86 FR 36807 (July 13,
2021).
    \5\ Listing Rules 5505(a)(2) and 5505(a)(3) require a Company to
have one million Unrestricted Publicly Held Shares and at least 300
Round Lot Holders in connection with the initial listing on the
Nasdaq Capital Market. See also Listing Rules 5505(a) and (b), which
generally require minimum bid price of at least $4 per share; at
least three registered and active Market Makers; and Market Value of
Unrestricted Publicly Held Shares of $15 million, Stockholders'
equity of at least $4 million, and Market Value of Listed Securities
of $50 million under the Market Value Standard.
    \6\ Nasdaq Listing Rule 5310(i) provides that an Acquisition
Company is not eligible to list on the Nasdaq Global Select Market.
    \7\ Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies
(SPACs), by John Coates, Acting Director of the Division of
Corporation Finance, and Paul Munter, Acting Chief Accountant (April
12, 2021), available at: https://www.sec.gov/news/public-statement/accounting-reporting-warrants-issued-spacs.
    \8\ Nasdaq Rule 5405(b)(3) allows a company to list on the
Nasdaq Global Market with no equity if it has a Market Value of
Listed Securities of $75 million and a Market Value of Unrestricted
Publicly Held Shares of $20 million, along with satisfying price,
unrestricted publicly held shares, round lot holder and market maker
requirements. See also Section 102.06 of the NYSE Listed Company
Manual.
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    Listing Rules 5405 and 5450 require all companies, including
Acquisition Companies, listing on the Nasdaq Global Market to have at
least 400 Round Lot Holders for initial listing and 400 Total Holders
for continued listing, respectively.\9\
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    \9\ Round Lot Holder means a holder of a Normal Unit of Trading
of Unrestricted Securities. See Listing Rule 5005(a)(40). ``Round
Lot'' or ``Normal Unit of Trading'' means 100 shares of a security
unless, with respect to a particular security, Nasdaq determines
that a normal unit of trading shall constitute other than 100
shares. If a normal unit of trading is other than 100 shares, a
special identifier shall be appended to the Company's Nasdaq symbol.
See Listing Rule 5005(a)(39). ``Total Holders'' means holders of a
security that includes both beneficial holders and holders of
record. See Listing Rule 5005(a)(45).

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    Given Nasdaq's long experience listing Acquisition Companies on the
Nasdaq Capital Market, and to facilitate capital formation, Nasdaq
proposes to adopt alternative listing requirements that would allow
Acquisition Companies to initially list their Primary Equity Security
(other than an ADR) on the Nasdaq Global Market with at least 300 Round
Lot Holders, and remain listed if they have at least 300 public
stockholders,\10\ provided that they meet certain additional
requirements for initial and continued listing described below. These
proposed requirements would be substantially similar to the NYSE
listing standards for Acquisition Companies.\11\
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    \10\ ``Public stockholders'' exclude holders that are directors,
officers, or their immediate families and holders of other
concentrated holdings of 10% or more. See also Listing Rule
5005(a)(36) defining ``Public Holders'' as holders of a security
that includes both beneficial holders and holders of record, but
does not include any holder who is, either directly or indirectly,
an Executive Officer, director, or the beneficial holder of more
than 10% of the total shares outstanding.
    \11\ Sections 102.06 and 802.01 of the NYSE Listed Company
Manual. Although these rules provide the NYSE with certain
discretion in determining the suitability for listing of an
Acquisition Company, under Listing Rule 5101, Nasdaq has broad
discretionary authority ``over the initial and continued listing of
securities in Nasdaq in order to maintain the quality of and public
confidence in its market, to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of
trade, and to protect investors and the public interest.'' Nasdaq
further notes that while ``Nasdaq has broad discretion under Rule
5101 to impose additional or more stringent criteria, the Rule does
not provide a basis for Nasdaq to grant exemptions or exceptions
from the enumerated criteria for initial or continued listing, which
may be granted solely pursuant to rules explicitly providing such
authority.'' Listing Rule IM-5101-1.
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Initial Listing Requirements
    As proposed, the new, alternative, listing requirements for
Acquisition Companies, including the distribution requirements would be
included in Listing Rule 5406. Under the proposal, Acquisition
Companies would have to have at least 1.1 million Publicly Held Shares
\12\ and at least 300 Round Lot Holders when listing in conjunction
with an IPO (rather than 400 Round Lot Holders as is the case
currently). Acquisition Companies transferring from other exchanges or
listing in connection with a quotation listing would be allowed to list
based on the distribution requirements of 1.1 million publicly held
shares \13\ at the time of initial listing on Nasdaq and
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    \12\ ``Publicly Held Shares'' means shares not held directly or
indirectly by an officer, director or any person who is the
beneficial owner of more than 10 percent of the total shares
outstanding. See Listing Rule 5005(a)(35).
    \13\ For Acquisition Companies that list at the time of their
IPOs, the rule will require that the offering be on a firm
commitment basis. If necessary, Nasdaq will rely on a written
commitment from the underwriter to represent the anticipated value
of the Acquisition Company's offering in order to determine an
Acquisition Company's compliance with certain listing standards,
including the number of Publicly Held Shares.
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    (i) 300 Round Lot Holders;
    (ii) 2,200 total stockholders together with average monthly trading
volume of 100,000 shares (for the most recent six months); or
    (iii) 500 total stockholders together with average monthly trading
volume of one million shares (for the most recent twelve months).
    To rely on these distribution requirements, Nasdaq proposes to
adopt market capitalization and the publicly-held shares quantitative
requirements that are more stringent than the current requirements
applicable to Acquisition Companies listing on the Nasdaq Global
Market.\14\
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    \14\ See footnote 8 above.
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    Under the proposed rule, an Acquisition Company must have Market
Value of Listed Securities of at least $100 million and Market Value of
Publicly Held Shares of at least $80 million at the time of initial
listing. Nasdaq notes that there are a number of Acquisition Companies
listed currently on other markets that would have met these revised
requirements and, in Nasdaq's view, there is no evidence that these
companies are unfit for exchange trading. The Exchange also notes that
its revised quantitative requirements would be the same as those of the
NYSE for Acquisition Companies.\15\
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    \15\ Nasdaq notes that Acquisition Companies could list on the
NYSE under Section 102.06 on the basis of an aggregate market value
of least $100 million and market value of publicly-held shares of at
least $80 million. Nasdaq's understanding is that the NYSE
calculates the aggregate market value by multiplying the total
shares outstanding by the public offering price per share, which is
also how Nasdaq calculates the Market Value of Listed Securities.
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    In addition to the proposed requirements described above, Nasdaq
proposes to require an Acquisition Company to satisfy all additional
requirements described in Listing Rule IM-5101-2; have at least four
registered and active Market Makers; and have a closing price or, if
listing in connection with an IPO, an IPO price of at least $4 per
share.\16\
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    \16\ The Market Maker requirement is the same as the requirement
applicable to an Acquisition Company listing on the Nasdaq Global
Market under the Market Value Standard. See Listing Rule 5405(b)(3).
The minimum price requirement is similar to the bid price
requirement for an Acquisition Company listing on the Nasdaq Global
Market under the Market Value Standard, but is revised to reflect
that an Acquisition Company listing in connection with an IPO will
not have a bid price and to parallel the language used in the NYSE
rule. See Nasdaq Listing Rule 5405(a) and NYSE Listed Company Manual
Section 102.06.
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    Finally, under the proposed rule, if the Acquisition Company lists
units, the components of the units (other than Primary Equity Security,
which must satisfy the requirements described above) must satisfy the
initial listing requirements for the Nasdaq Global Market applicable to
the component. If a component of a unit is a warrant, it must meet the
following additional requirements (in addition to the requirements of
Listing Rule 5410 \17\): \18\
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    \17\ Among other things, Listing Rule 5410 requires that the
underlying security must be listed on the Global Market or be a
Covered Security.
    \18\ Although Section 713.12 of the NYSE Listed Company Manual
provides the NYSE with certain discretion in reviewing the
eligibility for listing of warrants, under Listing Rule 5101, Nasdaq
has broad discretionary authority ``over the initial and continued
listing of securities in Nasdaq in order to maintain the quality of
and public confidence in its market, to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, and to protect investors and the public
interest.'' Nasdaq further notes that while ``Nasdaq has broad
discretion under Rule 5101 to impose additional or more stringent
criteria, the Rule does not provide a basis for Nasdaq to grant
exemptions or exceptions from the enumerated criteria for initial or
continued listing, which may be granted solely pursuant to rules
explicitly providing such authority.'' Listing Rule IM-5101-1.
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     At least 1,000,000 warrants outstanding;
     At least $4 million aggregate market value;
     Warrants should have a minimum life of one year; and
     The Exchange will not list warrant issues containing
provisions which give the company the right, at its discretion, to
reduce the exercise price of the warrants for periods of time, or from
time to time, during the life of the warrants unless (i) the company
undertakes to comply with any applicable tender offer regulatory
provisions under the federal securities laws, including a minimum
period of 20 business days within which such price reduction will be in
effect (or such longer period as may be required under the SEC's tender
offer rules) and (ii) the company promptly gives public notice of the
reduction in exercise price in a manner consistent with the Exchange's
immediate release policy set forth in Rules 5250(b)(1) and IM-5250-1.
The Exchange will apply the requirements in the immediately preceding
sentence to the taking of any other action which has the same economic
effect as a reduction in the exercise price of a listed warrant. This
policy will not preclude the listing of warrant issues for which
regularly scheduled and specified changes in the

exercise price have been previously established at the time of issuance
of the warrants.
Continued Listing Requirements
    Nasdaq also proposes to adopt continued listing standards for
Acquisition Companies that initially listed under the proposed
alternative standard and align them with the proposed initial listing
standards. The requirements of Listing Rule IM-5101-2 also would
continue to apply to Acquisition Companies that initially listed under
the proposed alternative standard.
    Under the proposed Rule 5452, until an Acquisition Company has
satisfied the condition of consummating its business combination
described in Rule IM-5101-2(b), Nasdaq will promptly initiate
suspension and delisting procedures if:
     The Acquisition Company's average Market Value of Listed
Securities is below $50 million or the average Market Value of Publicly
Held Shares is below $40 million, in each case over 30 consecutive
trading days. An Acquisition Company will not be eligible to follow the
procedures outlined in Rule 5810(c)(2) with respect to this criterion,
and will be subject to the procedures in proposed Rule 5810(c)(1),
which will provide that Nasdaq Staff will issue a Staff Delisting
Determination to such Acquisition Company informing the Company that
its securities are immediately subject to suspension and delisting.
Nasdaq will notify the Acquisition Company if its average Market Value
of Listed Securities falls below $75 million or the average Market
Value of Publicly Held Shares falls below $60 million and will advise
the Acquisition Company of the delisting standard;
     the Acquisition Company's securities initially listed
(either common equity securities or units, as the case may be), fall
below the following distribution criteria:
    (1) At least 300 public stockholders (if a component of a unit is a
warrant, at least 100 warrant holders);
    (2) at least 1,200 total stockholders and average monthly trading
volume of 100,000 shares (for most recent 12 months); or
    (3) at least 600,000 Publicly Held Shares; \19\ or
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    \19\ See footnote 12 above.
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     the Acquisition Company fails to consummate its business
combination, required by Rule IM-5101-2(b), within the time period
specified by its constitutive documents or required by contract, or as
provided by Rule IM-5101-2(b), whichever is shorter.
    Nasdaq also proposes to adopt Rule IM-5452-1 to explain the
treatment of Acquisition Company units, and unit components, for
purposes of the distribution requirements. In the case of Acquisition
Company securities traded as a unit, such securities will be subject to
suspension and delisting if any of the component parts do not meet the
applicable continued listing standards. However, if one or more of the
components is otherwise qualified for listing, such component(s) may
remain listed.
    For the purposes of determining whether an individual component
satisfies the applicable distribution criteria, the units that are
intact and freely separable into their component parts shall be counted
toward the total numbers required for continued listing of the
component. If a component is a warrant, (in addition to the
distribution requirement of 100 holders) the warrants will be subject
to the continued listing standards for warrants set forth in Rule 5455.
    Under the proposed rule, if the Acquisition Company lists warrants,
the warrants must meet the following continued listing requirements (in
addition to the requirements of Listing Rule 5455): \20\
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    \20\ Although Section 802.01D of the NYSE Listed Company Manual
provides the NYSE with certain discretion in the appraisal of the
suitability for continued listing of warrants, under Listing Rule
5101, Nasdaq has broad discretionary authority ``over the initial
and continued listing of securities in Nasdaq in order to maintain
the quality of and public confidence in its market, to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, and to protect investors and the
public interest.'' Nasdaq further notes that while ``Nasdaq has
broad discretion under Rule 5101 to impose additional or more
stringent criteria, the Rule does not provide a basis for Nasdaq to
grant exemptions or exceptions from the enumerated criteria for
initial or continued listing, which may be granted solely pursuant
to rules explicitly providing such authority.'' Listing Rule IM-
5101-1.
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     The number of publicly-held warrants is at least 100,000;
     The number of warrant holders is at least 100; and
     Aggregate market value of warrants outstanding is at least
$1,000,000.
    Notwithstanding the foregoing, Nasdaq will consider the suspension
of trading in, or removal from listing of, any individual component or
unit when, in the opinion of Nasdaq, it appears that the extent of
public distribution or the aggregate market value of such component or
unit has become so reduced as to make continued listing on the Exchange
inadvisable. In its review of the advisability of the continued listing
of an individual component or unit, Nasdaq will consider the trading
characteristics of such component or unit and whether it would be in
the public interest for trading to continue.
    Nasdaq also proposes to amend Rule 5810(c)(1) to align it with the
proposed rule by providing that if an Acquisition Company, which
qualified for listing pursuant to the alternative initial listing
requirements in Rule 5406, fails to comply with the additional
continued listing requirements in Rule 5452(a)(1), such failure will
constitute a deficiency that will immediately result in Nasdaq issuing
a Staff Delisting Determination with regard to the Acquisition
Company's Primary Equity Security and the securities will be subject to
immediate suspension and delisting.
    Nasdaq also proposes to amend Rule 5815(a)(1)(B)(ii) to provide
that notwithstanding the provision that a timely request for a hearing
shall ordinarily stay the suspension and delisting action pending the
issuance of a written panel decision, a request made by an Acquisition
Company (which qualified for listing pursuant to the alternative
initial listing requirements in proposed Rule 5406) shall not stay the
suspension of the securities from trading if such company fails to meet
(i) the continued listing requirement in Rule 5452(a)(1); or (ii) the
requirements for initial listing immediately following a business
combination as required by Rule IM-5101-2.\21\ In each case, the
company's securities will be immediately suspended from trading and
will remain suspended unless the panel decision, if any, issued after
the hearing determines to reinstate the securities. If the Acquisition
Company does not request a hearing, then its securities will remain
suspended from trading until they are delisted following the deadline
to request such a hearing.
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    \21\ IM-5101-2 provides that if an Acquisition Company ``does
not meet the requirements for initial listing following a business
combination . . . Nasdaq will issue a Staff Delisting Determination
under Rule 5810 to delist the Company's securities.'' Rule 5810
further provides that ``Staff Delisting Determinations . . . unless
appealed, subject the Company to immediate suspension and
delisting.''
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    Nasdaq believes that the proposed modification to the distribution
requirements for Acquisition Companies is appropriate because of the
unique characteristics of the Acquisition Company structure.
Specifically, pending the completion of a business combination, each
share of an Acquisition Company represents a right to a pro rata share
of the Acquisition Company's assets held in trust, and, in

Nasdaq's view, as a result Acquisition Company shares typically have a
trading price close to their liquidation value. Therefore, Nasdaq
believes that the liquidity and market efficiency concerns relevant to
listed operating companies do not arise to the same degree with
Acquisition Companies, and, in Nasdaq's view, there is less need to
ensure that there are a large number of shareholders of an Acquisition
Company, as compared to a typical operating company, to create an
active market that generates appropriate pricing. Nasdaq also believes
that the proposed distribution requirements for Acquisition Companies
are appropriate because the proposed alternative listing requirements
for Acquisition Companies under Rule 5406 are generally equal to or
higher than the requirements otherwise applicable to Acquisition
Companies listing on the Nasdaq Capital Market.\22\ Nasdaq also notes
that Acquisition Companies have been listing on the NYSE for a number
of years subject to initial and continued requirements substantially
identical to those included in this proposal and that the proposed
amendments will enable Nasdaq to compete more effectively for
Acquisition Companies listings.
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    \22\ See footnote 5 above.
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    Finally, Nasdaq believes that the proposed rule change would not
affect the status of Nasdaq listed securities under Rule 3a51-1 of the
Act.\23\
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    \23\ 17 CFR 240.3a51-1.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\24\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\25\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest.
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    \24\ 15 U.S.C. 78f(b).
    \25\ 15 U.S.C. 78f(b)(5).
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    Nasdaq also believes that the proposal to adopt an alternative set
of listing requirements for Acquisition Companies is designed to
promote just and equitable principles of trade, and to remove
impediments to and perfect the mechanism of a free and open market
because the proposed standards would permit Nasdaq to list securities
of Acquisition Companies that meet specified criteria, including market
value, distribution, and price requirements, which should help to
ensure that the securities have sufficient public float, investor base,
and liquidity to promote fair and orderly markets. In addition,
Acquisition Companies would have to meet other existing investor
protection criteria, such as the escrow account requirement, public
shareholder approval requirement, public shareholder redemption rights,
and public shareholder liquidation preferences, which should further
the ability of investors to protect and monitor their investment
pending a business combination. Finally, Acquisition Companies that
list securities on Nasdaq would have to comply with all Nasdaq
corporate governance requirements applicable to operating companies.
Nasdaq also notes that Acquisition Companies have been listing on the
NYSE for a number of years subject to initial and continued
requirements nearly identical to those included in this proposal and
that the Commission previously found these initial listing standards to
be consistent with the requirements of the Act.\26\
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    \26\ See e.g. Securities Exchange Act Release No. 80199 (March
10, 2017), 82 FR 13905 (March 15, 2017) (approving SR-NYSE-2016-72)
and Securities Exchange Act Release No. 81079 (July 5, 2017), 82 FR
32022 (July 11, 2017) (approving SR-NYSE-2017-11).
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    The proposal is also designed to protect investors and the public
interest because, prior to a business combination, an Acquisition
Company would need to maintain average aggregate market value of listed
securities of at least $50 million and average market value of publicly
held shares of at least $40 million, in each case over 30 consecutive
trading days. Nasdaq would issue a Staff Delisting Determination under
Rule 5810 to delist the securities of Acquisition Companies that fall
below such requirements immediately and the Acquisition Companies could
not use the time period to cure deficiencies afforded to other
operating companies. In addition, the proposal is designed to protect
investors and the public interest because securities of Acquisition
Companies will be immediately suspended from trading, notwithstanding a
timely request for a hearing, in connection with a Staff Delisting
Determination under Rule 5810 based on the proposed market value of
listed securities and market value of publicly held shares
requirements. In these cases, the company's securities will be
immediately suspended and will remain suspended unless the panel
decision, if any, issued after the hearing determines to reinstate the
securities.
    Nasdaq also believes that the proposed amendments to its rules to
adopt an alternative set of listing requirements containing lower
distribution requirements for Acquisition Companies are consistent with
the protection of investors because, in Nasdaq's view, Acquisition
Company shares typically have a trading price close to their
liquidation value. The Exchange's distribution standards are important
because the existence of a significant number of holders can be an
indicia of a liquid trading market, which supports an appropriate level
of price discovery. Because Acquisition Company shares typically trade
close to their liquidation value, in Nasdaq's view, price discovery is
less important than it is with operating companies and therefore there
is a reduced reliance on distribution requirements to assure
appropriate price discovery. Nasdaq also believes that the proposed
distribution requirements for Acquisition Companies are consistent with
the protection of investors because the proposed alternative listing
requirements for Acquisition Companies under Rule 5406 are generally
equal to or higher than the requirements otherwise applicable to
Acquisition Companies listing on the Nasdaq Capital Market.\27\ In
addition, a number of Acquisition Companies have listed on the NYSE
subject to identical distribution requirements to those proposed by the
Exchange and, in Nasdaq's view, there is no evidence that they have
proven unfit for exchange trading. It is also important to note that
any Acquisition Company that remains listed on the Nasdaq Global Market
after completing a business combination will be required to meet the
initial listing requirement of 400 round lot holders at the time of
consummation of the transaction.
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    \27\ See footnote 5 above.
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    Nasdaq believes that the proposed amendments to require that an
Acquisition Company, which qualified for listing under the proposed new
rule, that failed to meet the requirements for initial listing
immediately following a business combination may not stay the
suspension of the securities from trading by a timely request for a
hearing (following the issuance of a Staff Delisting Determination
under Rule 5810 to delist the securities) is designed to protect
investors and the public interest because it will help assure that the
combined company that failed to meet the initial listing requirements
will not trade on Nasdaq.
    While the proposed alternative set of listing requirements for
Acquisition Companies is different from the requirements applicable to
operating companies and contains distribution

requirements for the listing of Acquisition Companies that would be
lower than those for other applicants seeking to list on the Nasdaq
Global Market, Nasdaq does not believe that this difference is unfairly
discriminatory because market value-based listing standards are largely
adopted to ensure adequate trading liquidity and, consequently,
efficient market pricing of a company's securities. As an investment in
an Acquisition Company prior to its business combination represents a
right to a pro rata share of the Acquisition Company's assets held in
trust, Acquisition Company shares typically have a trading price close
to their liquidation value and, in Nasdaq's view, the liquidity and
market efficiency concerns relevant to listed operating companies do
not arise to the same degree. As such, the Exchange does not believe it
is unfairly discriminatory to apply different distribution requirements
to Acquisition Companies than to other listing applicants.
    Nasdaq also notes that Acquisition Companies listing under the
proposed rule will be subject to the existing requirements in Listing
Rule IM-5101-2 which requires that until the Company completes a
business combination within 36 months of the effectiveness of its IPO
registration statement, or such shorter period that the company
specifies in its registration statement (the Company must complete one
or more business combinations having an aggregate fair market value of
at least 80% of the value of the deposit account at the time of the
agreement to enter into the initial combination) the Acquisition
Company must notify Nasdaq on the appropriate form about each proposed
business combination. Following each business combination, the combined
Company must meet the requirements for initial listing. If the Company
does not meet the requirements for initial listing immediately
following a business combination or does not comply with one of the
requirements in Listing Rule IM-5101-2, Nasdaq will delist the
Company's securities.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change is
designed to enable Nasdaq to better compete with the NYSE, given the
Commission's recent guidance regarding accounting considerations for
Acquisition Companies, as described above, by adopting an alternative
set of listing requirements for Acquisition Companies that a greater
number of these companies will be able to meet at the time of their
IPOs. As such, it is intended to promote competition for the listing of
Acquisition Companies.
    Nasdaq also does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act because the proposed rule change
will be available to all Acquisition Companies listing on Nasdaq and
all such companies will be able to choose which standards to list
under.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \28\ and Rule 19b-
4(f)(6) thereunder.\29\
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78s(b)(3)(A).
    \29\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \30\ normally does not become operative for 30 days after the date
of its filing. However, pursuant to Rule 19b-4(f)(6)(iii),\31\ the
Commission may designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay so
that the Exchange can allow Acquisition Companies meeting the proposed
requirements to immediately list on the Nasdaq Global Market. The
Exchange states that such waiver would be consistent with the
protection of investors and the public interest because Acquisition
Companies are currently allowed to list on another national securities
exchange subject to initial and continued listing requirements that are
nearly identical to those included in this proposal.
---------------------------------------------------------------------------

    \30\ 17 CFR 240.19b-4(f)(6).
    \31\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    The Commission believes that waiver of the 30-day operative delay
is consistent with the protection of investors and the public interest
because the proposed rule change is substantially similar to the rules
of another national securities exchange that were previously approved
by the Commission.\32\ Therefore, the Commission hereby waives the
operative delay and designates the proposed rule change operative upon
filing.\33\
---------------------------------------------------------------------------

    \32\ See supra notes 11 and 26, and accompanying text.
    \33\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    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 necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NASDAQ-2021-092 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-2021-092. 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-2021-092, and should be submitted on or before December 17,
2021.
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-25750 Filed 11-24-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: June 11, 2007 (Volume 72, Number 111)]
[Notices]
[Page 32153-32156]
[DOCID:fr11jn07-93]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55861; File No. SR-NASDAQ-2007-054]

Self-Regulatory Organizations; the NASDAQ Stock Market LLC;
Notice of Filing and Order Granting Accelerated Approval of Proposed
Rule Change To Trade the Shares of the iShares GSCI Commodity-Indexed
Trust Pursuant to Unlisted Trading Privileges

June 5, 2007.
    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 May 18, 2007, The NASDAQ Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the Exchange.
This order provides notice of the proposed rule change and approves the
proposed rule change on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Nasdaq proposes to trade shares of the iShares GSCI Commodity-
Indexed Trust (the ``Trust'') pursuant to unlisted trading privileges
(``UTP''). The text of the proposed rule change is available at Nasdaq,
the Commission's Public Reference Room, and nasdaq.complinet.com.

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 III 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
    Pursuant to Nasdaq Rule 4630, which permits the Exchange to approve
for

UTP trading a ``commodity-related security'' that is issued by a trust,
partnership, commodity pool, or similar entity that invests in any
combination of commodities, futures contracts, options on futures
contracts, forward contracts, commodity swaps, or other related
derivatives, the Exchange proposes to trade pursuant to UTP the shares
of the Trust (the ``Shares'').\3\ The Shares are currently trading on
Nasdaq on a three-month pilot basis,\4\ and approval of this proposed
rule change would allow the Shares to continue to trade after the
expiration of the pilot. The Commission previously approved a proposal
to list and trade the Shares on the New York Stock Exchange LLC
(``NYSE'').\5\
---------------------------------------------------------------------------

    \3\ E-mail from John Yetter, Deputy General Counsel, Nasdaq, to
Edward Cho, Special Counsel, Division of Market Regulation,
Commission, dated May 31, 2007 (confirming the Nasdaq rule governing
the UTP trading of the Shares).
    \4\ See Securities Exchange Act Release No. 55386 (March 2,
2007), 72 FR 10801 (March 9, 2007) (SR-NASDAQ-2007-016) (approving
the trading of 16 commodity-related securities, including the
Shares, pursuant to UTP for a pilot period of three months beginning
on March 5, 2007) (``Pilot Order'').
    \5\ See Securities Exchange Act Release Nos. 53659 (April 17,
2006), 71 FR 21074 (April 24, 2006) (SR-NYSE-2006-17) (``NYSE
Proposal'') and 54013 (June 16, 2006), 71 FR 36372 (June 26, 2006)
(``NYSE Approval Order'').
---------------------------------------------------------------------------

    The Shares represent fractional undivided beneficial interests in
the net assets of the Trust. Substantially all of the assets of the
Trust consist of its holdings of the limited liability company
interests of a commodity pool (``Investing Pool Interests''), which are
the only securities in which the Trust may invest. The commodity pool,
iShares GSCI Commodity-Indexed Investing Pool LLC (``Investing Pool''),
holds long positions in futures contracts on the GSCI Excess Return
Index (``GSCI-ER''), called ``CERFs,'' which are listed on the Chicago
Mercantile Exchange (``CME'') and posts margin in the form of cash or
short-term securities to collateralize these futures positions. The
GSCI-ER is calculated based on the same commodities included in the
Goldman Sachs Commodity Index (``GSCI''), which is a production-
weighted index of the prices of a diversified group of futures
contracts on physical commodities. The GSCI is administered,
calculated, and published by Goldman, Sachs & Co. (the ``Index
Sponsor''), a subsidiary of The Goldman Sachs Group Inc.
    The Trust's objective is for the performance of the Shares to
correspond generally to the performance of the GSCI Total Return Index
(``Index'') before payment of the Trust's and the Investing Pool's
expenses and liabilities. The Index is intended to reflect the
performance of a diversified group of commodities. The Trust and
Investing Pool are each commodity pools, as defined in the Commodity
Exchange Act and the applicable regulations of the Commodity Futures
Trading Commission.
    Descriptions of the Shares, the Investing Pool, the futures
contracts, the Index, the GSCI-ER, the GSCI, and the fees and expenses
of the Trustee are set forth in the NYSE Proposal. To summarize,
issuances of Shares are made only in baskets of 50,000 Shares or
multiples thereof (``Baskets''). The Trust issues and redeems the
Shares on a continuous basis, by or through participants that have
entered into participant agreements (each, an ``Authorized
Participant'') with Barclays Global Investors International, Inc. (the
``Sponsor'') and Barclays Global Investors, N.A. (the ``Trustee'').
    Baskets are issued only in exchange for an amount of CERFs and cash
(or, at the discretion of the Trustee, Short-Term Securities \6\ in
lieu of cash) equal to the Basket Amount (as defined herein) for the
business day on which the creation order was received by the Trustee.
The ``Basket Amount'' for a business day has a per-Share value equal to
the Net Asset Value (``NAV'') of the Trust as of such day. However,
orders received by the Trustee after 2:40 p.m. Eastern Time (``ET'')
are treated as received on the next following business day. The Trustee
notifies the Authorized Participants of the Basket Amount on each
business day. Baskets are then separable upon issuance into the Shares
that are traded on Nasdaq on a UTP basis.
---------------------------------------------------------------------------

    \6\ ``Short-Term Securities'' means U.S. Treasury securities or
other short-term securities and similar securities, in each case
that are eligible as margin deposits under the rules of CME.
---------------------------------------------------------------------------

    The Shares are not individually redeemable but are redeemable only
in Baskets. To redeem, an Authorized Participant is required to
accumulate enough Shares to constitute a Basket (i.e., 50,000 Shares).
An Authorized Participant that wishes to redeem a Basket receives an
amount of CERFs and cash (or, at the discretion of the Trustee, Short-
Term Securities in lieu of cash) equal to the Basket Amount on the
business day the redemption request is received by the Trustee, in
exchange for each Basket surrendered. However, redemption requests
received by the Trustee after 2:40 p.m. ET (or, on any day on which CME
is scheduled to close early, after the close of trading of CERFs on CME
on such day), are treated as received on the next following business
day. The operation of the Trust and creation and redemption process are
described in more detail in the NYSE Proposal.
    On each business day on which NYSE is open for regular trading, as
soon as practicable after the close of regular trading of the Shares on
NYSE (normally, 4:15 p.m. ET), the Trustee determines the NAV as of
that time. The calculation methodology for the NAV is described in more
detail in the NYSE Proposal.
    The NAV for the Shares on each business day on which NYSE is open
for regular trading is distributed to all market participants at the
same time. The NAV is distributed through major market data vendors and
is published online at http://www.ishares.com. The Trust updates the

NAV as soon as practicable after each subsequent NAV is calculated.
    The Web site for the Trust (http://www.ishares.com), which is

publicly accessible at no charge, contains the following information:
(1) The prior business day's NAV and the reported closing price; (2)
the midpoint of the bid-ask price in relation to the NAV as of the time
the NAV is calculated (the ``Bid-Ask Price''); \7\ (3) calculation of
the premium or discount of such price against such NAV; (4) data in
chart form displaying the frequency distribution of discounts and
premiums of the Bid-Ask Price against the NAV, within appropriate
ranges for each of the four previous calendar quarters; (5) the
prospectus; (6) the holdings of the Trust, including CERFs, cash, and
Treasury securities; (7) the Basket Amount; and (8) other applicable
quantitative information. Nasdaq, on its Web site at http://www.nasdaq.com
, includes a hyperlink to the Trust's Web site.

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

    \7\ The Bid-Ask Price of the Shares is determined using the
highest bid and lowest offer as of the time of calculation of the
NAV.
---------------------------------------------------------------------------

    As described above, the NAV for the Trust is calculated and
disseminated daily. According to the NYSE Proposal, NYSE disseminates
from 9:30 a.m. to 4:15 p.m. ET daily by means of CTA/CQ High Speed
Lines information with respect to the Indicative Trust Value (``ITV''),
recent NAV, and Shares outstanding.
    In order to provide updated information relating to the Trust for
use by investors, professionals, and other persons, NYSE disseminates
through the facilities of CTA an updated ITV on a per-Share basis. The
ITV is disseminated at least every 15 seconds from 9:30 a.m. to 4:15
p.m. ET. The ITV is calculated based on the cash and collateral in a
Basket Amount, divided by 50,000, and adjusted to reflect the market
value of the Index commodities

through investments held by the Investing Pool, i.e., CERFs. The ITV
will not reflect price changes to the price of an underlying commodity
between the close of trading of the futures contract at the relevant
futures exchange and the close of trading on Nasdaq. Accordingly, the
value of a Share may be influenced by non-concurrent trading hours
between Nasdaq and the various futures exchanges on which the futures
contracts based on the Index commodities are traded.
    When the market for futures trading for each of the Index
commodities is open, the ITV can be expected to closely approximate the
value per Share of the Basket Amount. However, during Nasdaq trading
hours when the futures contracts have ceased trading, spreads and
resulting premiums or discounts may widen and, therefore, may increase
the difference between the price of the Shares and the NAV of the
Shares. ITV on a per-Share basis should not be viewed as a real-time
update of the NAV, which is calculated only once a day.
    Nasdaq deems the Shares to be equity securities, thus rendering
trading in the Shares subject to Nasdaq's existing rules governing the
trading of equity securities, including Nasdaq Rule 4630. The Shares
will trade on Nasdaq from 9:30 a.m. until 4:15 p.m. ET.
    Nasdaq will halt trading in the Shares under the conditions
specified in Nasdaq Rules 4120 (Trading Halts) and 4121 (Market
Closings). The conditions for a halt include a regulatory halt by the
original listing market. UTP trading in the Shares will also be
governed by provisions of Nasdaq Rule 4120 relating to temporary
interruptions in the calculation or wide dissemination of the ITV or
the value of the Index. Additionally, Nasdaq may cease trading the
Shares if other unusual conditions or circumstances exist which, in the
opinion of Nasdaq, make further dealings on Nasdaq detrimental to the
maintenance of a fair and orderly market. Nasdaq will also follow any
procedures with respect to trading halts as set forth in Nasdaq Rule
4120(c). Finally, Nasdaq will stop trading the Shares if the original
listing market delists them.
    Nasdaq believes that its surveillance procedures are adequate to
address any concerns about the trading of the Shares on Nasdaq. Trading
of the Shares through Nasdaq facilities is currently subject to NASD's
surveillance procedures for equity securities, in general, and ETFs, in
particular.\8\ Nasdaq is able to obtain information regarding trading
in the Shares and the underlying futures contracts through its members
in connection with the proprietary or customer trades that such members
effect on any relevant market. In addition, Nasdaq may obtain trading
information via the Intermarket Surveillance Group (``ISG'') from other
exchanges that are members or affiliate members of ISG, including the
Chicago Board of Trade, and Nasdaq has Information Sharing Agreements
in place with the New York Mercantile Exchange, the Kansas City Board
of Trade, ICE Futures, and the London Metal Exchange. If at any time
the Index Sponsor includes in the Index a contract traded on any other
market, which results in more than 10% of the cumulative weight of the
Index not being subject to comprehensive surveillance-sharing
arrangements (i.e., the relevant exchange is not a member or affiliate
member of ISG or Nasdaq does not have a pre-existing comprehensive
surveillance-sharing agreement with it), then, prior to the inclusion
of such contract in the Index, Nasdaq would (1) enter into adequate
information sharing arrangements with such other market, and (2)
contact the Commission to discuss measures that may be appropriate
under the circumstances. Nasdaq has issued and would continue to issue
an Information Circular to inform its members of the special
characteristics and risks associated with trading the Shares, among
other things.
---------------------------------------------------------------------------

    \8\ NASD surveils trading pursuant to a regulatory services
agreement. Nasdaq is responsible for NASD's performance under this
regulatory services agreement.
---------------------------------------------------------------------------

2. Statutory Basis
    The proposal is consistent with Section 6(b) of the Act,\9\ in
general, and Section 6(b)(5) of the Act,\10\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest. In addition, the proposal is consistent with Rule 12f-
5 under the Act \11\ because Nasdaq deems the Shares to be equity
securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

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

    The Exchange 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 purpose of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    The Exchange has neither solicited nor received written comments on
the proposed rule change.

III. 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 e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NASDAQ-2007-054 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2007-054. This
file number should be included on the subject line if e-mail 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 Web site (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 inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal offices of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying

information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NASDAQ-2007-054 and should be submitted on or before
July 2, 2007.

IV. Commission's Findings and Order Granting Accelerated Approval of
the Proposed Rule Change

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities
exchange.\12\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\13\ which
requires that an exchange have rules designed, among other things, to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public
interest. The Commission believes that this proposal should benefit
investors by increasing competition among markets that trade the
Shares.
---------------------------------------------------------------------------

    \12\ In approving this rule change, the Commission notes that it
has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In addition, the Commission finds that the proposal is consistent
with Section 12(f) of the Act,\14\ which permits an exchange to trade,
pursuant to UTP, a security that is listed and registered on another
exchange.\15\ The Commission notes that the Shares are currently
trading on Nasdaq pursuant to UTP on a pilot basis and that it
previously approved the listing and trading of the Shares on NYSE.\16\
The Commission also finds that the proposal is consistent with Rule
12f-5 under the Act,\17\ which provides that an exchange shall not
extend UTP to a security unless the exchange has in effect a rule or
rules providing for transactions in the class or type of security to
which the exchange extends UTP. The Exchange has represented that it
meets this requirement because it deems the Shares to be equity
securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78l(f).
    \15\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally
prohibits a broker-dealer from trading a security on a national
securities exchange unless the security is registered on that
exchange pursuant to Section 12 of the Act. Section 12(f) of the Act
excludes from this restriction trading in any security to which an
exchange ``extends UTP.'' When an exchange extends UTP to a
security, it allows its members to trade the security as if it were
listed and registered on the exchange even though it is not so
listed and registered.
    \16\ See supra notes 4 and 5.
    \17\ 17 CFR 240.12f-5.
---------------------------------------------------------------------------

    The Commission further believes that the proposal is consistent
with Section 11A(a)(1)(C)(iii) of the Act,\18\ which sets forth
Congress' finding that it is in the public interest and appropriate for
the protection of investors and the maintenance of fair and orderly
markets to assure the availability to brokers, dealers, and investors
of information with respect to quotations for and transactions in
securities. Quotations for and last-sale information regarding the
Shares are publicly available on the Web sites of the Trust, Nasdaq,
and NYSE. The Web site for the Trust also disseminates information
about the prior business day's NAV and the reporting closing price, the
midpoint of the Bid-Ask Price in relation to the NAV as of the time the
NAV is calculated, discount and premium information of the Bid-Ask
Price against the NAV, the prospectus, the various holdings of the
Trust, the Basket Amount, and other applicable information. During
regular trading hours, major market data vendors disseminate at least
every 15 seconds the values of the GSCI, GSCI-ER, and Index.\19\ In
addition, NYSE disseminates through the facilities of CTA an updated
ITV on a per-Share basis at least every 15 seconds during the trading
day. The Trustee calculates and simultaneously disseminates once each
business day to all market participants the NAV per Share. Also,
futures quotes and last-sale information for the commodities underlying
the Index and the CERFs are widely disseminated through a variety of
market data vendors.\20\
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \19\ See NYSE Proposal, 71 FR at 21084.
    \20\ See id.
---------------------------------------------------------------------------

    The Commission notes that, if the Shares should be delisted by the
original listing exchange, the Exchange would no longer have authority
to trade the Shares pursuant to this order.
    In support of this proposal, the Exchange has represented that its
surveillance procedures are adequate to address any concerns associated
with the trading of the Shares on Nasdaq on a UTP basis. This approval
order is conditioned on the Exchange's adherence to this
representation. In the Pilot Order,\21\ the Commission noted that
exchanges that trade commodity-related securities generally have in
place surveillance agreements with markets that trade the underlying
securities. In its proposal to establish the pilot trading period, the
Exchange represented that it was in the process of completing these
surveillance arrangements and expected to do so ``in the near future.''
The Exchange recently provided the Commission with evidence that it has
completed these surveillance arrangements.
---------------------------------------------------------------------------

    \21\ See infra note 4.
---------------------------------------------------------------------------

    The Commission finds good cause for approving this proposal before
the thirtieth day after the publication of notice thereof in the
Federal Register. As noted above, the Commission previously found that
the listing and trading of the Shares on NYSE is consistent with the
Act and approved the trading of the Shares on Nasdaq pursuant to UTP on
a pilot basis. The Commission presently is not aware of any regulatory
issue that should cause it to revisit that finding or would preclude
the continued trading of the Shares on the Exchange pursuant to UTP.
Therefore, accelerating approval of this proposal should benefit
investors by continuing, without undue delay, competition in the market
for such Shares.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\22\ that the proposed rule change (SR-NASDAQ-2007-054) be, and it
hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-11182 Filed 6-8-07; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 88, Number 213 (Monday, November 6, 2023)]
[Proposed Rules]
[Pages 76155-76156]
[FR Doc No: 2023-24437]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2023-2114; Airspace Docket No. 23-AEA-17]
RIN 2120-AA66

Amendment of Class E Airspace; Bedford, PA

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: This action proposes to amend the Class E airspace at Bedford,
PA. The FAA is proposing this action as the result of an airspace
review conducted due to the decommissioning of the St. Thomas very high
frequency omnidirectional range (VOR) as part of the VOR Minimum
Operating Network (MON) Program. This action will bring the airspace
into compliance with FAA orders to support instrument flight rule (IFR)
operations.

DATES: Comments must be received on or before December 21, 2023.

ADDRESSES: Send comments identified by FAA Docket No. FAA-2023-2114 and
Airspace Docket No. 23-AEA-17 using any of the following methods:
    * Federal eRulemaking Portal: Go to www.regulations.gov and follow
the online instruction for sending your comments electronically.
    * Mail: Send comments to Docket Operations, M-30; U.S. Department
of Transportation, 1200 New Jersey Avenue SE, Room W12-140, West
Building Ground Floor, Washington, DC 20590-0001.
    * Hand Delivery or Courier: Take comments to Docket Operations in
Room W12-140 of the West Building Ground Floor at 1200 New Jersey
Avenue SE, Washington, DC, between 9 a.m. and 5 p.m., Monday through
Friday, except Federal holidays.
    * Fax: Fax comments to Docket Operations at<PHONE_NUMBER>.
    Docket: Background documents or comments received may be read at
www.regulations.gov at any time. Follow the online instructions for
accessing the docket or go to Docket Operations in Room W12-140 of the
West Building Ground Floor at 1200 New Jersey Avenue SE, Washington,
DC, between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays.
    FAA Order JO 7400.11H, Airspace Designations and Reporting Points,
and subsequent amendments can be viewed online at www.faa.gov/air_traffic/publications/. You may also contact the Rules and
Regulations Group, Office of Policy, Federal Aviation Administration,
800 Independence Avenue SW, Washington, DC 20591; telephone: (202) 267-
8783.

FOR FURTHER INFORMATION CONTACT: Jeffrey Claypool, Federal Aviation
Administration, Operations Support Group, Central Service Center, 10101
Hillwood Parkway, Fort Worth, TX 76177; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
airspace necessary to ensure the safety of aircraft and the efficient
use of airspace. This regulation is within the scope of that authority
as it would amend the Class E airspace extending upward from 700 feet
above the surface at Bedford County Airport, Bedford, PA, to support
IFR operations at this airport.

Comments Invited

    The FAA invites interested persons to participate in this
rulemaking by submitting written comments, data, or views. Comments are
specifically invited on the overall regulatory, aeronautical, economic,
environmental, and energy-related aspects of the proposal. The most
helpful comments reference a specific portion of the proposal, explain
the reason for any recommended change, and include supporting data. To
ensure the docket does not contain duplicate comments, commenters
should submit only one time if comments are filed electronically, or
commenters should send only one copy of written comments if comments
are filed in writing.
    The FAA will file in the docket all comments it receives, as well
as a report summarizing each substantive public contact with FAA
personnel concerning this proposed rulemaking. Before acting on this
proposal, the FAA will consider all comments it received on or before
the closing date for comments. The FAA will consider comments filed
after the comment period has closed if it is possible to do so without
incurring expense or delay. The FAA may change this proposal in light
of the comments it receives.
    Privacy: In accordance with 5 U.S.C. 553(c), DOT solicits comments
from the public to better inform its rulemaking process. DOT post these
comments, without edit, including any personal information the
commenter provides, to www.regulations.gov as described in the system
of records notice (DOT/ALL-14FDMS), which can be reviewed at
www.dot.gov/privacy.

Availability of Rulemaking Documents

    An electronic copy of this document may be downloaded through the
internet at www.regulations.gov. Recently published rulemaking
documents can also be accessed through the FAA's web page at
www.faa.gov/air_traffic/publications/airspace_amendments/.
    You may review the public docket containing the proposal, any
comments received, and any final disposition in person in the Dockets
Office (see the ADDRESSES section for the address, phone number, and
hours of operations). An informal docket may also be examined during
normal business hours at the Federal Aviation Administration, Air
Traffic Organization, Central Service Center, Operations Support Group,
10101 Hillwood Parkway, Fort Worth, TX 76177.

Incorporation by Reference

    Class E airspace is published in paragraph 6005 of FAA Order JO
7400.11, Airspace Designations and Reporting Points, which is
incorporated by reference in 14 CFR 71.1 on an annual basis. This
document proposes to amend the current version of that order, FAA Order
JO 7400.11H, dated August 11, 2023, and effective September 15, 2023.
These updates would be published subsequently in the next update to FAA
Order JO 7400.11. That order is publicly available as listed in the
ADDRESSES section of this document.
    FAA Order JO 7400.11H lists Class A, B, C, D, and E airspace areas,
air traffic service routes, and reporting points.

The Proposal

    The FAA is proposing to amend 14 CFR part 71 by modifying the Class
E airspace extending upward from 700 feet above the surface to within
an 8-mile (decreased from a 12.5-mile) radius of Bedford County
Airport, Bedford, PA; and within 2 miles each side of the 128[deg]
bearing from the airport extending from the 8-mile radius to 13 miles
southeast of the airport; and within 2 miles each side of the 308[deg]
bearing from the airport extending from the 8-mile radius to 14.8 miles
northwest of the airport.
    This action is the result of an airspace review conducted due to
the decommissioning of the St. Thomas VOR, which provided navigation
information to this airport, as part of the VOR MON Program, and to
support IFR operations at this airport.

Regulatory Notices and Analyses

    The FAA has determined that this proposed regulation only involves
an established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current.
It, therefore: (1) is not a ``significant regulatory action'' under
Executive Order 12866; (2) is not a ``significant rule'' under DOT
Regulatory Policies and Procedures (44 FR 11034; February 26, 1979);
and (3) does not warrant preparation of a regulatory evaluation as the
anticipated impact is so minimal. Since this is a routine matter that
will only affect air traffic procedures and air navigation, it is
certified that this proposed rule, when promulgated, will not have a
significant economic impact on a substantial number of small entities
under the criteria of the Regulatory Flexibility Act.

Environmental Review

    This proposal will be subject to an environmental analysis in
accordance with FAA Order 1050.1F, ``Environmental Impacts: Policies
and Procedures'' prior to any FAA final regulatory action.

List of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

The Proposed Amendment

    In consideration of the foregoing, the Federal Aviation
Administration proposes to amend 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for 14 CFR part 71 continues to read as
follows:

    Authority:  49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1   [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of FAA Order JO
7400.11H, Airspace Designations and Reporting Points, dated August 11,
2023, and effective September 15, 2023, is amended as follows:

Paragraph 6005 Class E Airspace Areas Extending Upward From 700
Feet or More Above the Surface of the Earth.

* * * * *

AEA PA E5 Bedford, PA [Amended]

Bedford County Airport, PA
    (Lat. 40[deg]05'10'' N, long. 78[deg]30'49'' W)

    That airspace extending upward from 700 feet above the surface
within an 8-mile radius of Bedford County Airport; and within 2
miles each side of the 128[deg] bearing from the airport extending
from the 8-mile radius to 13 miles southeast of the airport; and
within 2 miles each side of the 308[deg] bearing from the airport
extending from the 8-mile radius to 14.8 miles northwest of the
airport.
* * * * *

    Issued in Fort Worth, Texas, on November 1, 2023.
Martin A. Skinner,
Acting Manager, Operations Support Group, ATO Central Service Center.
[FR Doc. 2023-24437 Filed 11-3-23; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 86, Number 190 (Tuesday, October 5, 2021)]
[Notices]
[Pages 54965-54966]
[FR Doc No: 2021-21699]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 11834-080]

Brookfield White Pine Hydro, LLC; Notice of Application Accepted
for Filing and Soliciting Comments, Motions To Intervene, and Protests

    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection:
    a. Application Type: Application for Temporary Variance of Minimum
Flow Requirements.
    b. Project No: 11834-080.
    c. Date Filed: September 21, 2021.
    d. Applicant: Brookfield White Pine Hydro, LLC (licensee).
    e. Name of Project: Upper and Middle Dams Storage Hydroelectric
Project.
    f. Location: The project is located on Rapid River in Oxford and
Franklin counties, Maine.
    g. Filed Pursuant to: Federal Power Act, 16 U.S.C. 791a-825r.
    h. Applicant Contact: Kelley Maloney, Manager, Licensing and
Compliance, Brookfield White Pine Hydro, LLC, 150 Main Street,
Lewiston, ME 04240, Phone:<PHONE_NUMBER>.
    i. FERC Contact: Jonathan Schram,<PHONE_NUMBER>,
<EMAIL_ADDRESS>    j. Deadline for filing comments, motions to intervene, and
protests: October 29, 2021.
    The Commission strongly encourages electronic filing. Please file
comments, motions to intervene, and protests using the Commission's
eFiling system at http://www.ferc.gov/docs-filing/efiling.asp.
Commenters can submit brief comments up to 6,000 characters, without
prior registration, using the eComment system at http://www.ferc.gov/docsfiling/ecomment.asp. You must include your name and contact
information at the end of your comments. For assistance, please contact
FERC Online Support at<EMAIL_ADDRESS>(866) 208-3676 (toll
free), or<PHONE_NUMBER> (TTY). In lieu of electronic filing, you may
submit a paper copy. Submissions sent via the U.S. Postal Service must
be addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 888 First Street NE, Room 1A, Washington, DC 20426.
Submissions sent via any other carrier must be addressed to: Kimberly
D. Bose, Secretary, Federal Energy Regulatory Commission, 12225 Wilkins
Avenue, Rockville, Maryland 20852. The first page of any filing should
include the docket number P-11834-080. Comments emailed to Commission
staff are not considered part of the Commission record.
    The Commission's Rules of Practice and Procedure require all
intervenors filing documents with the Commission to serve a copy of
that document on each person whose name appears on the official service
list for the project. Further, if an intervenor files comments or
documents with the Commission relating to the merits of an issue that
may affect the responsibilities of a particular resource agency, they
must also serve a copy of the document on that resource agency.
    k. Description of Request: The licensee requests a temporary
variance of the minimum flow requirements in the Rapid River below the
Middle Dam development due to drought conditions. License Article 402,
in part, requires the licensee to release a minimum flow of 472 cubic
feet per second (cfs) from September 16 through the start of the spring
refill of Richardson Lake. The licensee explains that due to ongoing
drought conditions, it is concerned that there might not be enough
water storage to sustain brook trout through their fall spawning season
under the current license-required minimum flows. Therefore, in order
to conserve as much water as possible, the licensee is requesting
Commission approval to reduce the minimum flow below Middle Dam to 310
cfs until April 23, 2022, at which time a minimum flow of 472 cfs would
be released in accordance with its license requirements. Should the
2022 spring refill of Richardson Lake start, or have already started by
April 23, 2022, then the licensee would instead release a minimum flow
of 382 cfs as required by license Article 402.
    l. Locations of the Application: This filing may be viewed on the
Commission's website at http://www.ferc.gov using the ``eLibrary''
link. Enter the docket number excluding the last three digits in the
docket number field to access the document. You may also register
online at http://www.ferc.gov/docs-filing/esubscription.asp to be
notified via email of new filings and issuances related to this or
other pending projects. For assistance, call 1-866-208-3676 or email
<EMAIL_ADDRESS>for TTY, call<PHONE_NUMBER>. Agencies may
obtain copies of the application directly from the applicant.
    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, respectively. 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 Documents: Any filing must (1) bear in all
capital letters the title ``COMMENTS'', ``PROTEST'', or ``MOTION TO
INTERVENE'' as applicable; (2) set forth in the heading the name of the
applicant and the project number of the application to which the filing
responds; (3) furnish the name, address, and telephone number of the
person commenting, protesting or intervening; and (4) otherwise comply
with the requirements of 18 CFR 385.2001 through 385.2005. All
comments, motions to intervene, or protests must set forth their
evidentiary basis. Any filing made by an intervenor must be accompanied
by proof of service on all persons listed in the service list prepared
by the Commission in this proceeding, in accordance with 18 CFR
385.2010.

    Dated: September 29, 2021.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2021-21699 Filed 10-4-21; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 176 (Thursday, September 11, 2014)]
[Notices]
[Pages 54342-54343]
[FR Doc No: 2014-21698]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Docket No. FAA-2014-0510]

Implementation of Legislative Categorical Exclusion for
Environmental Review of Performance Based Navigation Procedures

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice and request for public comment; Extension of comment
period.

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SUMMARY: The FAA is extending the comment period on its notice
regarding the Implementation of Legislative Categorical Exclusion for
Environmental Review of Performance Based Navigation Procedures that
was published on August 19, 2014.

DATES: Comments must be received on or before October 20, 2014.

ADDRESSES: Send comments identified by ``Docket Number FAA-2014-0510''
using any of the following methods:
     Federal eRulemaking Portal: Go to http://www.regulations.gov and follow the online instructions for sending your
comments electronically.
     Mail: Send comments to Docket Operations, M-30; U.S.
Department of Transportation (DOT), 1200 New Jersey Avenue SE., Room
W12-140, West Building Ground Floor, Washington, DC 20590-0001.
     Hand Delivery or Courier: Take comments to Docket
Operations in Room W12-140 of the West Building Ground Floor at 1200
New Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays.
     Fax: Fax comments to Docket Operations at<PHONE_NUMBER>.
    Privacy: The FAA will post all comments it receives, without
change, to http://www.regulations.gov, including any personal
information the commenter provides. Using the search function of the
docket Web site, anyone can find and read the electronic form of all
comments received into any FAA docket, including the name of the
individual sending the comment (or signing the comment for an
association, business, labor union, etc.). DOT's

complete Privacy Act Statement can be found in the Federal Register
published on April 11, 2000 (65 FR 19477-19478), as well as at http://DocketsInfo.dot.gov.
    Docket: Background documents or comments received may be read at
http://www.regulations.gov at any time. Follow the online instructions
for accessing the docket or go to the Docket Operations in Room W12-140
of the West Building Ground Floor at 1200 New Jersey Avenue SE.,
Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Lynne S. Pickard, Senior Advisor for
Environmental Policy, Office of Environment and Energy (AEE-6), Federal
Aviation Administration, 800 Independence Avenue SW., Washington, DC
20591; telephone<PHONE_NUMBER>; email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The FAA published a notice in the Federal
Register on August 19, 2014 (79 FR 49141) requesting comments on its
implementation of Section 213(c)(2) of the FAA Modernization and Reform
Act of 2012, which directs the FAA to issue and file a categorical
exclusion for any navigation performance or other performance based
navigation (PBN) procedure that would result in measureable reductions
in fuel consumption, carbon dioxide emissions, and noise on a per
flight basis as compared to aircraft operations that follow existing
instrument flight rule procedures in the same airspace. In September
2012, the FAA tasked the NextGen Advisory Committee (NAC) for
assistance, especially on how measurable reductions in noise on a per
flight basis might be measured and assessed, and the NAC developed a
Net Noise Reduction Method which it recommended to the FAA. The FAA's
notice provides the public an opportunity to comment on the Net Noise
Reduction Method and possible variations of it.
    On August 29, 2014, Airports Council International--North America
(ACI-NA) requested a 30-day extension of the comment period, citing a
need to communicate with its membership and facilitate industry
participation in providing the FAA with meaningful comments. The FAA
agrees that facilitating industry participation in the development of
comments would be helpful, and therefore has decided to extend the
comment period until October 20, 2014. The FAA expects that the
additional time for comments will allow the preparation of meaningful
comments which will help the FAA in its consideration of interpretive
guidance to implement Section 213(c)(2).

    Issued in Washington, DC, on September 5, 2014.
Lourdes Q. Maurice,
Executive Director, Office of Environment and Energy, Federal Aviation
Administration.
[FR Doc. 2014-21698 Filed 9-10-14; 8:45 am]
BILLING CODE 4910-13-P


                                     Time
                              Presentation Title
                                 Presenter(s)
9:00  -  9:20
Welcome and Introductions
Opening Remarks
Meridith Fry, R. David Jones,
Mark Corbin, Jim Cowles
Morning Presentations
9:20  -  9:50
Evaluation of PRZM Volatilization Algorithm for Soil Pesticide Applications
Gabe Rothman  -  Environmental Fate and Effects Division, Office of Pesticide Programs, USEPA
Co-authors: M. Fry, C. Peck, J. Lin, D. Young, F. Khan, J. Hetrick, M. Shamim
9:50  -  10:20
Development and Testing of an Updated AGRO Model (AGRO-2014) for Use in Predicting Aquatic and Benthic Pesticide Concentrations in Ponds
Lauren Padilla  -  Stone
Environmental, Inc.
Co-authors: M. Winchell, S. Jackson
10:20  -  10:50
Weather data in aquatic exposure modeling
Meridith Fry  -  Environmental Fate and Effects Division, Office of Pesticide Programs, USEPA
Co-authors: G. Rothman, D. Young
10:50  -  11:05
Break

11:05  -  11:35
Comment on Nonlinear Sorption, Nonequilibrium, and Sorbed-Phase Degradation with PRZM5
Dirk Young  -  Environmental Fate and Effects Division, Office of Pesticide Programs, USEPA
11:35  -  12:05
Encouraging the Use of Drift Reduction Technologies in the United States
Anne Overstreet, Faruque Khan  -  Field and External Affairs Division, Environmental Fate and Effects Division, Office of Pesticide Programs, USEPA
Co-author: C. Peck
12:05  -  1:15
Lunch

Afternoon Presentations
1:15  -  1:45
Aquatic Modeling to Estimate Pesticide Exposure to Threatened and Endangered Species
Chuck Peck  -  Environmental Fate and Effects Division, Office of Pesticide Programs, USEPA
Co-authors: M. Corbin, T. Hawkes, K. Myers
1:45  -  2:15
Application of a Probabilistic Aquatic Exposure Modeling Approach for Use in Endangered Species Assessments
Michael Winchell  -  Stone Environmental, Inc.
Co-authors: L. Padilla, C. Hofmann, K. Budreski, P. Whatling
2:15  -  2:45
A probabilistic approach for estimating the spatial extent of pesticide agricultural use sites and potential co-occurrence with listed species for use in ecological risk assessments
Katie Budreski  -  Stone Environmental, Inc.
Co-authors: M. Winchell, L. Padilla, J. Bang, R. A. Brain
2:45  -  3:00
Break

3:00  -  3:30
Updates to the Standard Operating Procedure for Calculating Degradation Kinetics as Part of the Pesticide Registration Process in the United States
Katrina White  -  Environmental Fate and Effects Division, Office of Pesticide Programs, USEPA
Co-authors: R. Bohaty, W. Eckel, M. Shamim, D. Young
3:30  -  4:00
Statistical methods to select kinetics models for analysis of pesticide environmental fate data
Jeremy Aldworth  -  RTI
Co-authors: L. Padilla, S. Jackson, W. Chen
4:00-4:15
Remaining Questions and Meeting Wrap-up
Meridith Fry, R. David Jones,
Mark Corbin