[Federal Register Volume 80, Number 220 (Monday, November 16, 2015)]
[Rules and Regulations]
[Pages 70675-70676]
[FR Doc No: 2015-29084]

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DEPARTMENT OF COMMERCE

Bureau of Industry and Security

15 CFR Part 730

[Docket No. 140613501-5956-03]
RIN 0694-AG13

Export Administration Regulations: Removal of Special
Comprehensive License Provisions

AGENCY: Bureau of Industry and Security, Commerce.

ACTION: Final rule; correcting amendment.

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SUMMARY: The Bureau of Industry and Security (BIS) publishes this final
rule to amend the Export Administration Regulations (EAR) Supplement
that lists ``Information Collection Requirements Under the Paperwork
Reduction Act: OMB Control Numbers'' to remove certain citations
related to Special Comprehensive Licenses listed under Collection
number 0607-0152. This final rule is precipitated by an error contained
in a final rule published on August 26, 2015 that resulted in the
retention of these citations. This action will ensure the accurate and
complete implementation of the purposes of the August 26, 2015 final
rule: To remove all Special Comprehensive License provisions and
related provisions from the EAR.

DATES: This rule is effective November 16, 2015.

FOR FURTHER INFORMATION CONTACT: Thomas Andrukonis, Director, Export
Management and Compliance, Office of Exporter Services, Bureau of
Industry and Security, by telephone at<PHONE_NUMBER> or by email at
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: On August 26, 2015, the Bureau of Industry
and Security (BIS) published the final rule ``Export Administration
Regulations: Removal of Special Comprehensive License Provisions'' (80
FR 51725), effective September 25, 2015. In that rule, BIS amended the
Export Administration Regulations (EAR) by removing the Special
Comprehensive License (SCL) provisions and made conforming amendments.
    The August 26 rule included amendatory instructions to revise or
remove certain Collection numbers in Supplement No. 1 to part 730
(Information Collection Requirements Under the Paperwork Reduction Act:
OMB Control Numbers). However, the amendatory instruction erroneously
identified Collection number ``0607-0152'' as Collection number ``0694-
0152,'' and as a result, the entry for Collection number 0607-0152 was
not amended. In this final rule, BIS amends the Supplement by revising
Collection number ``0607-0152'' to remove references to ``Sec. Sec.
752.7(b) and 752.15(a)'' under the ``Reference in the EAR'' Column as
originally intended. This correction will ensure the accurate and
complete implementation of the purposes of the August 26, 2015 final
rule: To remove all the SCL provisions and related provisions from the
EAR.
    Although the Export Administration Act expired on August 20, 2001,
the President, through Executive Order 13222 of August 17, 2001, 3 CFR,
2001 Comp., p. 783 (2002), as amended by Executive Order 13637 of March
8, 2013, 78 FR 16129 (March 13, 2013) and as extended by the Notice of
August 7, 2015, 80 FR 48233 (August 11, 2015), has continued the Export
Administration Regulations in effect under the International Emergency
Economic Powers Act. BIS continues to carry out the provisions of the
Export Administration Act, as appropriate and to the extent permitted
by law, pursuant to Executive Order 13222 as amended by Executive Order
13637.

Rulemaking Requirements

    1. Executive Orders 13563 and 12866 direct agencies to assess all
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits (including potential economic, environmental, public
health and safety effects, distributive impacts, and equity). Executive
Order 13563 emphasizes the importance of quantifying both costs and
benefits, reducing costs, harmonizing rules, and promoting flexibility.
This rule has been determined to be a not significant regulatory action
for purposes of Executive Order 12866.
    2. This rule does not contain an information collection subject to
the requirements of the Paperwork Reduction Act of 1995 (44 U.S.C. 3501
et seq.). Notwithstanding any other provision of the law, no person is
required to respond to, nor shall any person be subject to a penalty
for failure to comply with, a collection of information subject to the
requirements of the PRA, unless that collection of information displays
a currently valid OMB Control Number.
    3. This rule does not contain policies with Federalism implications
as that term is defined under Executive Order 13132.
    4. The provisions of the Administrative Procedure Act (5 U.S.C.
553) requiring notice of proposed

rulemaking and the opportunity for public participation are waived for
good cause because they are unnecessary and contrary to the public
interest. (See 5 U.S.C. 553(b)(B)). The changes contained in this rule
are technical corrections of a previously published final rule. This
rule is necessary to prevent confusion caused by the continued
inclusion in Supplement No. 1 to part 730 of references to the sections
of the EAR that were removed by the August 26, 2015 rule. Collection
number, ``0607-0152,'' needs to be revised for purposes of removing all
the SCL provisions from the EAR. Therefore, this change is essential to
ensure the accurate and complete implementation of the changes intended
by the August 26, 2015 final rule.
    The provision of the Administrative Procedure Act (5 U.S.C. 553)
requiring a 30-day delay in effectiveness is also waived for good
cause. (5 U.S.C. 553(d)(3)). The correction contained in this final
rule is merely a technical correction necessitated by a typographical
error in a previously published rule, for which a notice, comment and
delay were completed. The revisions made in this rule are technical
corrections which should be in place as soon as possible to avoid
confusion caused by the incorrect inclusion of references to sections
of the EAR removed by the August 26, 2015 rule in OMB Collection number
0607-0152 in Supplement No. 1 to part 730. This change is necessary to
ensure immediate, accurate and complete implementation of the purposes
of the August 26, 2015 final rule.
    Further, no other law requires that a notice of proposed rulemaking
and an opportunity for public comment be given for this final rule.
Because a notice of proposed rulemaking and an opportunity for public
comment are not required to be given for this rule under the
Administrative Procedure Act or by any other law, the analytical
requirements of the Regulatory Flexibility Act (5 U.S.C. 601 et seq.)
are not applicable. Therefore, this regulation is issued in final form.

List of Subjects in CFR Part 730

    Administrative practice and procedure, Advisory committees,
Exports, Reporting and recordkeeping requirements, Strategic and
critical materials.
    For the reasons stated in the preamble, part 730 of the Export
Administration Regulations (15 CFR parts 730-774) is amended as
follows:

PART 730--[AMENDED]

0
1. The authority citation for 15 CFR part 730 continues to read as
follows:

    Authority:  50 U.S.C. app. 2401 et seq.; 50 U.S.C. 1701 et seq.;
10 U.S.C. 7420; 10 U.S.C. 7430(e); 22 U.S.C. 287c; 22 U.S.C. 2151
note; 22 U.S.C. 3201 et seq.; 22 U.S.C. 6004; 30 U.S.C. 185(s),
185(u); 42 U.S.C. 2139a; 42 U.S.C. 6212; 43 U.S.C. 1354; 15 U.S.C.
1824a; 50 U.S.C. app. 5; 22 U.S.C. 7201 et seq.; 22 U.S.C. 7210;
E.O. 11912, 41 FR 15825, 3 CFR, 1976 Comp., p. 114; E.O. 12002, 42
FR 35623, 3 CFR, 1977 Comp., p. 133; E.O. 12058, 43 FR 20947, 3 CFR,
1978 Comp., p. 179; E.O. 12214, 45 FR 29783, 3 CFR, 1980 Comp., p.
256; E.O. 12851, 58 FR 33181, 3 CFR, 1993 Comp., p. 608; E.O. 12854,
58 FR 36587, 3 CFR, 1993 Comp., p. 179; E.O. 12918, 59 FR 28205, 3
CFR, 1994 Comp., p. 899; E.O. 12938, 59 FR 59099, 3 CFR, 1994 Comp.,
p. 950; E.O. 12947, 60 FR 5079, 3 CFR, 1995 Comp., p. 356; E.O.
12981, 60 FR 62981, 3 CFR, 1995 Comp., p. 419; E.O. 13020, 61 FR
54079, 3 CFR, 1996 Comp., p. 219; E.O. 13026, 61 FR 58767, 3 CFR,
1996 Comp., p. 228; E.O. 13099, 63 FR 45167, 3 CFR, 1998 Comp., p.
208; E.O. 13222, 66 FR 44025, 3 CFR, 2001 Comp., p. 783; E.O. 13224,
66 FR 49079, 3 CFR, 2001 Comp., p. 786; E.O. 13338, 69 FR 26751, 3
CFR, 2004 Comp., p 168; E.O. 13637 of March 8, 2013, 78 FR 16129
(March 13, 2013); Notice of September 17, 2014, 79 FR 56475
(September 19, 2014); Notice of November 7, 2014, 79 FR 67035
(November 12, 2014); Notice of January 21, 2015, 80 FR 3461 (January
22, 2015); Notice of May 6, 2015, 80 FR 26815 (May 8, 2015); Notice
of August 7, 2015, 80 FR 48233 (August 11, 2015); Notice of
September 18, 2015, 80 FR 57281 (September 22, 2015).

Supplement No. 1 to Part 730--[Amended]

0
2. Supplement No. 1 to part 730 is amended by revising the entry for
Collection number ``0607-0152'' to read as follows:

 Supplement No. 1 to Part 730--Information Collection Requirements Under
            the Paperwork Reduction Act: OMB Control Numbers
------------------------------------------------------------------------

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

                              * * * * * * *
------------------------------------------------------------------------
Collection No.                 Title.................  Reference in the
                                                        EAR
------------------------------------------------------------------------

                              * * * * * * *
0607-0152....................  Automated Export        Sec.  Sec.
                                System (AES) Program.   740.1(d),
                                                        740.3(a)(3),
                                                        754.2(h),
                                                        754.4(c), 758.1,
                                                        758.2, and 758.3
                                                        of the EAR.
------------------------------------------------------------------------

    Dated: November 5, 2015.
Karen H. Nies-Vogel,
Director, Office of Exporter Services.
[FR Doc. 2015-29084 Filed 11-13-15; 8:45 am]
 BILLING CODE 3510-33-P


[Federal Register: October 8, 2010 (Volume 75, Number 195)]
[Rules and Regulations]
[Page 62323]
[DOCID:fr08oc10-3]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R04-OAR-2010-0604-201046; FRL-9212-2]

Approval and Promulgation of Air Quality Implementation Plans;
Atlanta, GA; Notice of Completeness Determination for the Purpose of
Stopping Sanctions Clock

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of Letter to Governor Regarding Completeness and
Stopping of Sanctions Clock.

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SUMMARY: EPA is now giving notice of an action that EPA has already
taken to find a State Implementation Plan (SIP) revision complete and
stop the sanctions clocks associated with the Atlanta, Georgia, 1997
fine particulate matter (PM2.5) national ambient air quality
standards (NAAQS) nonattainment area (hereafter referred to as the
``Atlanta Area''). Pursuant to the Clean Air Act (CAA) and its
implementing regulations, EPA has made an affirmative determination of
completeness for the attainment demonstration, reasonably available
control measures and reasonably available control technology, annual
emissions reductions to ensure reasonable further progress, and
contingency measures (hereafter referred to as ``nonattainment area
submittals'') submitted by the State of Georgia for the Atlanta Area.
On September 3, 2010, a letter announcing this determination was sent
to the Governor of Georgia, effectively stopping the sanctions clocks
started on November 27, 2009, by ``a finding of failure to submit'' the
1997 PM2.5 nonattainment submittals for the Atlanta Area.
Today's notice is simply an announcement of a determination that EPA
has already made.

ADDRESSES: EPA has established a docket for this action under Docket
Identification No. EPA-R04-OAR-2010-0604. All documents in the docket
are listed on the www.regulations.gov Web site. Although listed in the
index, some information is not publicly available, i.e., Confidential
Business Information or other information whose disclosure is
restricted by statute. Certain other material, such as copyrighted
material, is not placed on the Internet and will be publicly available
only in hard copy form. Publicly available docket materials are
available either electronically through www.regulations.gov or in hard
copy at the Regulatory Development Section, Air Planning Branch, Air,
Pesticides and Toxics Management Division, U.S. Environmental
Protection Agency, Region 4, 61 Forsyth Street, SW., Atlanta, Georgia
30303-8960. EPA requests that if at all possible, you contact the
person listed in the FOR FURTHER INFORMATION CONTACT section to
schedule your inspection. The Regional Office's official hours of
business are Monday through Friday, 8:30 a.m. to 4:30 p.m., excluding
federal holidays.

FOR FURTHER INFORMATION CONTACT: Joel Huey or Sara Waterson, Regulatory
Development Section, Air Planning Branch, Air, Pesticides and Toxics
Management Division, U.S. Environmental Protection Agency, Region 4, 61
Forsyth Street, SW., Atlanta, Georgia 30303-8960. The telephone number
is<PHONE_NUMBER>. Mr. Huey can also be reached via electronic mail at
<EMAIL_ADDRESS>Ms. Waterson may be reached by phone at (404) 562-
9061 or via electronic mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Effective April 5, 2005, the Atlanta Area
was designated nonattainment for the 1997 PM2.5 NAAQS. The
Atlanta Area is comprised of Barrow, Bartow, Carroll, Cherokee,
Clayton, Cobb, Coweta, DeKalb, Douglas, Fayette, Forsyth, Fulton,
Gwinnett, Hall, Henry, Newton, Paulding, Rockdale, Spalding, and Walton
Counties and portions of Heard and Putnam Counties. For the 1997
PM2.5 NAAQS, the State of Georgia was required to submit
nonattainment area submittals by April 5, 2008. On November 27, 2009,
EPA published a finding of failure to submit final rulemaking for the
required SIPs (74 FR 62251).
    On July 6, 2010, Georgia submitted all components for the
nonattainment area submittals for the Atlanta Area. EPA has done a
completeness review, in accordance with Section 2.0 ``Criteria'' of
Appendix V of 40 CFR part 51--Criteria for Determining the Completeness
of Plan Submissions, to ensure that the State has submitted all of the
required information for the SIP submission.
    As explained in the letter sent by EPA to the Governor of Georgia,
on September 3, 2010, EPA has determined that the State has corrected
the deficiency identified in EPA's promulgated finding of failure to
submit the required nonattainment area SIP submittals for the Atlanta
Area. Specifically, EPA has determined that Georgia has submitted
complete SIP submittals for the Atlanta Area to meet the CAA
requirement for a nonattainment area under the 1997 PM2.5
NAAQS. EPA will make a determination on the approvability of the
nonattainment area submittals for the Atlanta Area in a separate
action. Today's announcement only relates to a completeness
determination for the nonattainment area submittals for the Atlanta
Area, and is separate from EPA's determination of approvability of
these submittals. Today's action is simply a notice of a determination
that EPA already made through correspondence with the Governor of
Georgia.

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

    Dated: September 28, 2010.
Gwendolyn Keyes Fleming,
Regional Administrator, Region 4.
[FR Doc. 2010-25465 Filed 10-7-10; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 87, Number 248 (Wednesday, December 28, 2022)]
[Notices]
[Pages 79882-79884]
[FR Doc No: 2022-28255]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #1

    Take notice that the Commission received the following exempt
wholesale generator filings:

    Docket Numbers: EG23-38-000.
    Applicants: Rodeo Ranch Energy Storage, LLC.
    Description: Rodeo Ranch Energy Storage, LLC submits Notice of
Self-Certification of Exempt Wholesale Generator Status.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5053.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: EG23-39-000.
    Applicants: Hecate Energy Albany 2 LLC.
    Description: Hecate Energy Albany 2 LLC submits Notice of Self-
Certification of Exempt Wholesale Generator Status.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5092.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: EG23-40-000.
    Applicants: Hecate Energy Albany 1 LLC.
    Description: Hecate Energy Albany 1 LLC submits Notice of Self-
Certification of Exempt Wholesale Generator Status.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5097.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: EG23-41-000.
    Applicants: GRP TE Lessee, LLC.
    Description: GRP TE Lessee, LLC submits Notice of Self-
Certification of Exempt Wholesale Generator Status.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5139.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: EG23-42-000.
    Applicants: Kapolei Energy Storage I, LLC.
    Description: Kapolei Energy Storage I, LLC submits Notice of Self-
Certification of Exempt Wholesale Generator Status.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5144.
    Comment Date: 5 p.m. ET 1/11/23.

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER20-681-004.
    Applicants: Tri-State Generation and Transmission Association, Inc.
    Description: Refund Report: Market Based Rate Refund Report to be
effective N/A.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5148.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER20-1090-001.
    Applicants: NorthWestern Corporation.
    Description: NorthWestern Corporation submits additional Revisions
to its Formula Rate Template for South Dakota.
    Filed Date: 11/16/22.
    Accession Number: 20221116-5055.
    Comment Date: 5 p.m. ET 1/4/23.

    Docket Numbers: ER20-2039-002.
    Applicants: GridLiance High Plains LLC.
    Description: Compliance filing: GHP ER20-2039 Order 864
Supplemental Compliance Filing to be effective 1/27/2020.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5206.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER20-2043-001.
    Applicants: GridLiance High Plains LLC.
    Description: Compliance filing: GHP ER20-2043 Order 864
Supplemental Compliance Filing to be effective 1/27/2020.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5209.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER20-2045-001.
    Applicants: GridLiance High Plains LLC.
    Description: Compliance filing: GHPs ER20-2045 Order No. 864
Supplemental Compliance Filing to be effective 1/27/2020.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5219.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER22-2314-002.
    Applicants: Langdon Renewables, LLC.
    Description: Tariff Amendment: Amended and Restated Common
Facilities Agreement (ER22-2314-) to be effective 9/7/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5086.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-188-001.
    Applicants: Southwestern Electric Power Company.
    Description: Tariff Amendment: SWEPCO-GSEC-LHEC Stephen Cruz
Delivery Point Agreement--Amend Pending to be effective 10/7/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5202.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-321-001.
    Applicants: Consolidated Edison Company of New York, Inc.
    Description: Tariff Amendment: Amendment 12-21-2022 of BQDM
filing#2 w Correct Code to be effective 11/1/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5082.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-334-002.
    Applicants: Southwest Power Pool, Inc.
    Description: Tariff Amendment: 1875R5 Kansas Electric Power
Cooperative, Inc. NITSA and NOA to be effective 1/1/2023.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5017.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-681-000.
    Applicants: The Narragansett Electric Company, New England Power
Company.
    Description: Tariff Amendment: The Narragansett Electric Company
submits tariff filing per 35.15: Notice of Cancellation FERC Tariff DB
ID 138 SAs Under ISO-NE OATT Sched 21-NEP to be effective 12/31/9998.
    Filed Date: 12/20/22.
    Accession Number: 20221220-5239.
    Comment Date: 5 p.m. ET 1/10/23.

    Docket Numbers: ER23-682-000.
    Applicants: ISO New England Inc.
    Description: ISO New England submits Informational Filing of
Contract with its External Market Monitor, Potomac Economics, Ltd., for
the years 2023 through 2025.
    Filed Date: 12/15/22.
    Accession Number: 20221215-5232.
    Comment Date: 5 p.m. ET 1/5/23.

    Docket Numbers: ER23-683-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original Necessary Studies
Agreement, SA No. 6742 Queue No. AF1-006 to be effective 11/21/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5074.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-684-000.
    Applicants: Southern California Edison Company.
    Description: Tariff Amendment: Termination of ARES Nevada UFA
TOT728AFS/Q1064 (SA208) to be effective 2/20/2023.

    Filed Date: 12/21/22.
    Accession Number: 20221221-5078.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-685-000.
    Applicants: Campo Verde Solar, LLC.
    Description: Initial rate filing: Filing of Mandrapa Shared
Facilities Agreement and Request for Waivers to be effective 12/22/
2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5106.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-686-000.
    Applicants: BP Energy Holding Company LLC.
    Description: Sec.  205(d) Rate Filing: Notice of Succession to be
effective 12/22/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5113.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-688-000.
    Applicants: BP Energy Retail Company California LLC.
    Description: Sec.  205(d) Rate Filing: Notice of Succession and
Category Status Filing to be effective 12/22/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5115.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-689-000.
    Applicants: BP Energy Retail Company LLC.
    Description: Sec.  205(d) Rate Filing: Notice of Succession and
Category Status Filing to be effective 12/22/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5116.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-690-000.
    Applicants: ISO New England Inc.
    Description: ISO New England Inc submits its informational filing
for qualification in the Forward Capacity Market under 2026-2027
Capacity Commitment Period.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5121.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-691-000.
    Applicants: Hecate Energy Albany 1 LLC.
    Description: Baseline eTariff Filing: Hecate Energy Albany 1 LLC
MBR Tariff to be effective 2/4/2023.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5125.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-692-000.
    Applicants: Hecate Energy Albany 2 LLC.
    Description: Baseline eTariff Filing: Hecate Energy Albany 2 LLC
MBR Tariff to be effective 2/4/2023.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5127.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-693-000.
    Applicants: Tri-State Generation and Transmission Association, Inc.
    Description: Sec.  205(d) Rate Filing: Amendment to Service
Agreement FERC No. 901 to be effective 11/22/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5142.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-694-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Amendment to ISA, Service
Agreement No. 3350; Queue No. X1-097 to be effective 6/19/2012.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5151.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-695-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original ISA, Service
Agreement No. 6727; Queue No. NQ176 to be effective 11/21/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5154.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-696-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original ISA, Service
Agreement No. 6717; Queue No. NQ182 to be effective 11/21/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5159.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-697-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original ISA, Service
Agreement No. 6721; Queue No. NQ184 to be effective 11/21/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5162.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-698-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Original ISA, Service
Agreement No. 6724; Queue No. NQ186 to be effective 11/21/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5192.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-699-000.
    Applicants: Public Service Company of Colorado.
    Description: Sec.  205(d) Rate Filing: PSCO ADIT Table 66 Update to
be effective 1/1/2021.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5189.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-700-000.
    Applicants: Tri-State Generation and Transmission Association, Inc.
    Description: Tariff Amendment: Notice of Cancellation of Rate
Schedule FERC No. 337 to be effective 9/27/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5186.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-701-000.
    Applicants: Tri-State Generation and Transmission Association, Inc.
    Description: Sec.  205(d) Rate Filing: Amendment to Service
Agreement FERC No. 822 to be effective 11/29/2022.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5201.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-702-000.
    Applicants: Tri-State Generation and Transmission Association, Inc.
    Description: Sec.  205(d) Rate Filing: Amendment to Rate Schedule
FERC No. 45 to be effective 2/21/2023.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5220.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-703-000.
    Applicants: Oklahoma Gas and Electric Company.
    Description: Compliance filing: Amendment to Order No. 864
Compliance Filing to be effective 1/27/2020.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5238.
    Comment Date: 5 p.m. ET 1/11/23.

    Docket Numbers: ER23-704-000.
    Applicants: PPL Electric Utilities Corporation.
    Description: PPL Electric Utilities Corporation submits Notice of
Termination of Agreements.
    Filed Date: 12/21/22.
    Accession Number: 20221221-5280.
    Comment Date: 5 p.m. ET 1/11/23.

    Take notice that the Commission received the following qualifying
facility filings:

    Docket Numbers: QF23-311-000.
    Applicants: Bloom Energy Corporation.
    Description: Form 556 of Bloom Energy Corporation [Kaiser San
Marcos].
    Filed Date: 12/14/22.
    Accession Number: 20221214-5250.
    Comment Date: 5 p.m. ET 1/4/23.

    The filings are accessible in the Commission's eLibrary system
(https://elibrary.ferc.gov/idmws/search/fercgensearch.asp) by querying
the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's

Regulations (18 CFR 385.211 and 385.214) on or before 5:00 p.m. Eastern
time on the specified comment date. Protests may be considered, but
intervention is necessary to become a party to the proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: December 21, 2022.
Kimberly D. Bose,
Secretary.
[FR Doc. 2022-28255 Filed 12-27-22; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 83, Number 191 (Tuesday, October 2, 2018)]
[Notices]
[Pages 49599-49603]
[FR Doc No: 2018-21366]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84287; File No. SR-NASDAQ-2018-008]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To
Modify the Listing Requirements Contained in Listing Rule 5635(d) To
Change the Definition of Market Value for Purposes of the Shareholder
Approval Rule and Eliminate the Requirement for Shareholder Approval of
Issuances at a Price Less Than Book Value but Greater Than Market Value

September 26, 2018.

I. Introduction

    On January 30, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to modify the listing requirements contained in
Nasdaq Rule 5635(d) to (1) change the definition of market value for
purposes of shareholder approval under Nasdaq Rule 5635(d); (2)
eliminate the requirement for shareholder approval of issuances at a
price less than book value but greater than market value; and (3) make
other conforming changes. The proposed rule change was published for
comment in the Federal Register on February 20, 2018.\3\ The Commission
received three comments on the proposed rule change.\4\ On April 4,
2018, pursuant to Section 19(b(2) of the Act,\5\ the Commission
designated a longer period within which to either approve the proposed
rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\6\ On May 21, 2018, the Commission instituted proceedings under
Section 19(b)(2)(B) of the Act to determine whether to approve or
disapprove the proposed rule change.\7\ The Commission thereafter
received a response to the Order Instituting Proceedings from the
Exchange.\8\ On August 16, 2018, the Commission designated a longer
period for Commission action on the proceedings to determine whether to
approve or disapprove the proposed rule change.\9\ On August 16, 2018,
the Exchange filed Amendment No. 1 to the proposed rule change.\10\ The
Commission is publishing notice of the filing of Amendment No. 1 to
solicit comment from interested persons and is approving the proposed
rule change, as modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 82702 (February 13,
2018), 83 FR 7269 (February 20, 2018) (``Notice'').
    \4\ See Letters to Brent J. Fields, Secretary, Commission, from
Michael A. Adelstein, Partner, Kelley Drye & Warren LLP, dated
February 28, 2018 (``Kelley Drye Letter''); Penny Somer-Greif,
Chair, and Gregory T. Lawrence, Vice-Chair, Committee on Securities
Law of the Business Law Section of the Maryland State Bar
Association, dated March 13, 2018 (``MSBA Letter''); and Greg
Rodgers, Latham Watkins, dated March 14, 2018 (``Latham Watkins
Letter'').
    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 82994, 83 FR 15441
(April 10, 2018). The Commission designated May 21, 2018, as the
date by which it should approve, disapprove, or institute
proceedings to determine whether to disapprove the proposed rule
change.
    \7\ See Securities Exchange Act Release No. 83294, 83 FR 24379
(May 25, 2018) (``Order Instituting Proceedings''). The Commission
designated August 19, 2018, as the date by which the Commission
shall approve or disapprove the proposed rule change.
    \8\ See Letter to Brent J. Fields, Secretary, Commission, from
Arnold Golub, Vice President and Deputy General Counsel, Nasdaq,
Inc., dated July 18, 2018 (``Nasdaq Response Letter'').
    \9\ See Securities Exchange Act Release No. 83865, 83 FR 42545
(August 22, 2018). The Commission extended the date by which the
Commission shall approve or disapprove the proposed rule change to
October 18, 2018.
    \10\ In Amendment No. 1, the Exchange clarified that: (i) In the
new definition of ``Minimum Price,'' the closing price (as reflected
on Nasdaq.com) is measured immediately preceding the signing of the
binding agreement, and (ii) a private placement is a transaction
other than a public offering. Amendment No. 1 is available at
https://www.sec.gov/comments/sr-nasdaq-2018-008/nasdaq2018008-4223952-172984.pdf.
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II. Description of the Proposal, as Modified by Amendment No. 1

    The Exchange has proposed to amend Nasdaq Rule 5635(d) to modify
the circumstances in which shareholder approval is required for
issuances of securities in private placement transactions. Currently,
under Nasdaq Rule 5635(d), the Exchange requires a Nasdaq-listed
company to obtain shareholder approval prior to the issuance of
securities in connection with a private placement transaction (i.e., a
transaction other than a public offering \11\) involving: (1) The sale,
issuance, or potential issuance by the company of common stock (or
securities convertible into or exercisable for common stock) at a price
less than the greater of book or market value which, together with
sales by officers, directors, or Substantial Shareholders \12\ of the
company, equals 20% or more of common stock or 20% or more of the
voting power outstanding before the issuance; or (2) the sale,
issuance, or potential issuance by the company of common stock (or
securities convertible into or exercisable for common stock) equal to
20% or more of the common stock or 20% or more of the voting power
outstanding before the issuance for less than the greater of book or
market value of the stock.\13\ As

described in more detail below, the Exchange is proposing to combine
these two sections into one definitional section and make changes to
the pricing test for triggering shareholder approval.
---------------------------------------------------------------------------

    \11\ See Nasdaq Rule IM-5635-3 (Definition of a Public
Offering).
    \12\ An interest consisting of less than either 5% of the number
of shares of common stock or 5% of the voting power outstanding of a
Company or party will not be considered a substantial interest or
cause the holder of such interest to be regarded as a ``Substantial
Shareholder.'' See Nasdaq Rule 5635(e)(3).
    \13\ See Nasdaq Rule 5635(d). The Commission notes that Nasdaq
Rule 5635 also requires shareholder approval under Nasdaq Rules
5635(a), (b), and (c) for issuances involving an acquisition of
stock or assets of another company, a change of control, and equity
compensation. Nasdaq is not proposing to amend these other
shareholder approval provisions in its proposal.
---------------------------------------------------------------------------

    ``Market value'' is defined in Nasdaq Rule 5005(a)(23) as the
consolidated closing bid price multiplied by the measure to be valued
(e.g., a company's market value of publicly held shares is equal to the
consolidated closing bid price multiplied by a company's publicly held
shares).\14\ This definition applies to the shareholder approval rules
as well as other listing rules. The Exchange has proposed to amend the
definition of market value only for purposes of Nasdaq Rule 5635(d).
The new definition, to be known as the ``Minimum Price,'' is defined as
the price that is the lower of (1) the closing price (as reflected on
Nasdaq.com) immediately preceding the signing of the binding agreement
or (2) the average closing price of the common stock (as reflected on
Nasdaq.com) for the five trading days immediately preceding the signing
of the binding agreement.\15\ Under the proposal, shareholder approval
will only be required for private placement transactions that are
priced below the Minimum Price as described above.
---------------------------------------------------------------------------

    \14\ See Nasdaq Rule 5005(a)(23).
    \15\ See proposed Nasdaq Rule 5635(d)(1)(A). See also Amendment
No. 1, supra note 10.
---------------------------------------------------------------------------

    In proposing to use the closing price on Nasdaq, rather than the
Nasdaq bid price as under the current rule, the Exchange explained, in
its proposal, that the closing price reported on Nasdaq.com is the
Nasdaq Official Closing Price, which is derived from the closing
auction on Nasdaq, reflects actual sale prices at one of the most
liquid times of the day, and is highly transparent to investors.\16\
According to the Exchange, the closing price reported on Nasdaq.com is
a better reflection of the market price of the security than the
closing bid price.\17\ The Exchange also noted that this use of closing
price is consistent with the approach of other exchanges.\18\
---------------------------------------------------------------------------

    \16\ See Notice, supra note 3, at 7270, which discusses the
Nasdaq Official Closing Price and notes, among other things, that
the closing auction is ``highly transparent to all investors through
the widespread dissemination of stock-by-stock information about the
closing auction, including the potential price and size of the
closing auction.'' The Exchange stated that the closing price is
published on Nasdaq.com with a 15 minute delay and is available
without registration or fee. According to the Exchange, Nasdaq does
not currently intend to charge a fee for access to this data or
otherwise restrict availability of this data. The Exchange further
stated that it would file a proposed rule change under Section 19(b)
of the Act before implementing any such change and, in such filing,
address the impact of the proposed rule change on compliance with
this rule. See id. at 7270 n.6.
    \17\ See id. at 7270. According to the Exchange, the price of an
executed trade generally is viewed as a more reliable indicator of
value than a bid quotation. See id.
    \18\ See id. at 7270 & n.3 (citing Section 312.04(i) of the NYSE
Listed Company Manual).
---------------------------------------------------------------------------

    Further, in proposing to also use a five-day average closing price
to determine if a shareholder vote is required under Nasdaq Rule
5635(d), the Exchange noted that while investors and companies
sometimes prefer to use an average when pricing transactions, there are
potential negative consequences to using a five-day average as the sole
measure of whether shareholder approval is required. For example, in a
declining market, the Exchange noted that the five-day average closing
price will be above the current market price, which, according to the
Exchange, could make it difficult for companies to close transactions
because investors could buy shares at a lower price in the market. The
Exchange also noted concerns with using a five-day average in a rising
market, in that the five-day average closing price will appear to be at
a discount to the closing current market price. Further, according to
the Exchange, if material news is announced during the five-day period,
the average price could be a worse reflection of market value than the
closing price after the news is disclosed. The Exchange stated,
however, that it believed that these risks of using the five-day
average closing price are already accepted by the market, as evidenced
by the use of an average price in transactions that do not require
shareholder approval, such as those transactions where less than 20% of
the outstanding shares are being issued. In its rule filing, the
Exchange also noted that several commenters raised concerns regarding a
2017 solicitation of comments by the Exchange on a proposal to use the
five-day average closing price as the sole measure of market value
(``2017 Solicitation'').\19\ The Exchange stated that it believed these
concerns were justified and, as such, proposed to define market value
as the lower of the closing price or five-day average closing price. As
the Exchange noted, this means that, under its proposal, an issuance
would not require shareholder approval as long as the issuance occurs
at a price greater than the lower of the two measures.\20\
---------------------------------------------------------------------------

    \19\ As the Exchange stated in the Notice, in 2017, the Exchange
solicited comments on a proposal to amend Nasdaq Rule 5635(d) and
the Exchange based its current proposal on its experience and
comments received during that process. See id. at 7270. The
Commission notes that, in its rule filing, the Exchange stated that
it received support for this proposal in its 2017 Solicitation, but
four commenters raised concerns about reliance on the five-day
average closing price to measure market value in certain
circumstances. See id. at 7271.
    \20\ See id. at 7270-71.
---------------------------------------------------------------------------

    The Exchange also proposed, in conjunction with its proposal to
redefine market value for purposes of determining when a shareholder
vote is triggered under Rule 5635(d), to eliminate its current
requirement for shareholder approval of private placement issuances at
a price that is less than book value. Currently, as noted above, the
Exchange's rules require shareholder approval of a private placement
transaction if it is priced below market or book value. Accordingly,
under the proposal, private placement transactions that are priced
below book value but above market value, as defined by the Minimum
Price, would not require shareholder approval. In its proposal, the
Exchange stated that book value is an accounting measure that is based
on the historic cost of assets rather than their current value.
According to the Exchange, book value is not an appropriate measure of
whether a transaction is dilutive or should otherwise require
shareholder approval.\21\
---------------------------------------------------------------------------

    \21\ See id. at 7271. The Commission notes that, in its rule
filing, the Exchange stated that it received support for this change
in its 2017 Solicitation, but also received comments opposing the
change, one of which raised specific concerns that the Exchange
acknowledged in its proposal. See id. at 7271, 7274.
---------------------------------------------------------------------------

    Further, the Exchange proposed to revise Nasdaq Rule 5635(d) to
provide that shareholder approval is required prior to a 20% Issuance
at a price that is less than the Minimum Price.\22\ Under the proposal,
the Exchange would define ``20% Issuance'' for purposes of Rule 5635(d)
as a transaction, other than a public offering as defined in IM-5635-3,
involving the sale, issuance, or potential issuance by the Company of
common stock (or securities convertible into or exercisable for common
stock), which, alone or together with sales by officers, directors, or
Substantial Shareholders of the Company, equals 20% or more of the
common stock or 20% or more of the voting power outstanding before the
issuance.\23\ This definition combines the existing provisions of
Nasdaq Rule 5635(d)(1) and (d)(2) into one provision. According to the
Exchange, this proposed revision does not make any substantive change
to the threshold for quantity or voting power of shares being sold that
would give rise to the need for shareholder

approval, although, as described above, the applicable pricing test
will change.\24\
---------------------------------------------------------------------------

    \22\ See proposed Nasdaq Rule 5635(d)(2).
    \23\ See proposed Nasdaq Rule 5635(d)(1)(B).
    \24\ See Notice, supra note 3, at 7271.
---------------------------------------------------------------------------

    In addition, the Exchange proposed to amend the preamble to Nasdaq
Rule 5635 and the title of Nasdaq Rule 5635(d) to replace references to
``private placements'' with ``transactions other than public
offerings'' \25\ to, according to the Exchange, conform the language to
that in Nasdaq Rule IM-5635-3, which defines a public offering,\26\ and
to make other conforming changes to Nasdaq Rules IM-5635-3 and IM-5635-
4.\27\ In Amendment No. 1, Nasdaq stated that private placements would
continue to be considered ``transactions other than public offerings''
under the proposed rule change.\28\
---------------------------------------------------------------------------

    \25\ See proposed Nasdaq Rule 5635 and subsection (d).
    \26\ See Notice, supra note 3, at 7271.
    \27\ See proposed Nasdaq Rules IM-5635-3 and IM-5635-4.
    \28\ See Amendment No. 1, supra note 10.
---------------------------------------------------------------------------

III. Summary of Comment Letters

    The Commission received three comments on the proposed rule change,
all of which supported the proposal,\29\ as well as a letter from the
Exchange in response to the Order Instituting Proceedings and in
support of its proposal.\30\ Of the three commenters noted above,\31\
one stated it supported the proposed rule change without reservation
and the Exchange's reevaluation of its shareholder approval rules in
light of changes in market practice and investor protection mechanisms
that have taken place since the adoption of these rules.\32\ Another
commenter stated that, while it supported more significant changes to
Nasdaq Rule 5635(d), the proposed rule change would be a strong first
step in correcting the inadequacies and inequitableness of Nasdaq Rule
5635(d).\33\
---------------------------------------------------------------------------

    \29\ See Kelley Drye Letter, MSBA Letter, and Latham Watkins
Letter, supra note 4. These three commenters previously provided
comment letters to the Exchange in response to the 2017
Solicitation. For a summary prepared by the Exchange of these
comment letters, see the Notice, supra note 3, at 7273-74.
    \30\ See Nasdaq Response Letter, supra note 8.
    \31\ See supra, note 4.
    \32\ See Latham Watkins Letter, supra note 4.
    \33\ See Kelley Drye Letter, supra note 4, at 1-2.
---------------------------------------------------------------------------

    Two of the commenters in support of the proposal specifically
addressed the changes to the definition of market value.\34\ One
commenter stated that the proposed method to determine market value
using the lower of the Nasdaq closing price and five-day average of
Nasdaq closing prices is a better determination of market value than
the current use of closing bid price because it will more accurately
reflect the type of price that would occur in an arms-length
transaction.\35\ This commenter stated that the proposed measure will
provide flexibility to account for market fluctuations and events,
without incurring the typical adverse consequence of material
movements, positive or negative, in a stock price at or near the end of
a five-day period.\36\
---------------------------------------------------------------------------

    \34\ See Kelley Drye Letter and MSBA Letter, supra note 4.
    \35\ See Kelley Drye Letter, supra note 4, at 3.
    \36\ See id.
---------------------------------------------------------------------------

    Another commenter noted that parties often prefer to structure a
transaction using an average price to smooth out unusual price
fluctuations.\37\ This commenter stated that the proposed change to the
definition of market value provides listed companies with additional
flexibility in structuring their securities transactions, brings the
shareholder approval rule more in line with how transactions are
structured when the rule is not a consideration, and provides a
reasonable indication of market value.\38\ This commenter also
supported the proposed change to use the Nasdaq Official Closing
Price.\39\
---------------------------------------------------------------------------

    \37\ See MSBA Letter, supra note 4, at 2.
    \38\ See id. This commenter also stated that providing listed
companies with the alternative of using the five-day average closing
price ``does not harm stockholders and is in line with the spirit
and purpose of the Rule.'' See id.
    \39\ See id.
---------------------------------------------------------------------------

    In the Nasdaq Response Letter, Nasdaq stated that it believes that
the five-day average closing price is a reasonable alternative to use
when determining market value for purposes of the shareholder approval
requirements under Nasdaq Rule 5635(d) and that the use of the five-day
average closing price will provide benefits to companies and their
shareholders.\40\ Specifically, Nasdaq stated that the five-day average
closing price is a reasonable alternative to the closing bid price, as
used in the current market value standard and previously approved by
the Commission, because it is determined at the most liquid time of
day, prices reflecting actual sales are less prone to manipulation than
bid prices, and it is more difficult to manipulate a closing price over
several days than a single day.\41\ Further, Nasdaq stated that the
five-day average closing price is a reasonable alternative for
measuring market value given the impracticality of assessing market
value as of a specific time and could be a more fair indicator of value
of the securities than closing bid prices, which are prone to
unanticipated market fluctuations.\42\
---------------------------------------------------------------------------

    \40\ See Nasdaq Response Letter, supra note 8, at 2.
    \41\ See id. Nasdaq also noted that the Toronto Stock Exchange
uses a volume weighted average trading price for the five trading
days immediately preceding the relevant date in requiring
shareholder approval of certain private placements that are not at
or above market price.
    \42\ See id. at 3.
---------------------------------------------------------------------------

    Nasdaq also stated that the five-day average closing price will
more likely be above the final day's closing price in a declining
market and below the final day's closing price in a rising market, but
that actual results are less predictable because markets usually do not
move exclusively in a single direction over time. Nasdaq noted that, in
either a rising or a falling market, the proposal would allow companies
to be able to complete transactions by accepting the lower of the
average of the closing prices for each of the five days immediately
preceding the signing of a binding agreement or the most recent closing
price before the signing of a binding agreement.\43\
---------------------------------------------------------------------------

    \43\ See id.
---------------------------------------------------------------------------

    As to the proposal to eliminate book value, two of the commenters
specifically discussed their support of this change.\44\ One commenter
stated that book value does not reflect the actual value of securities
and is not relied upon in connection with investment decisions, whereas
market price of an issuer's common stock represents the market's
consensus on the value of the security.\45\ This commenter also stated
that in the rare instances where book value exceeds market value, this
usually occurs due to the accounting treatment of certain types of
capital investments by the issuer and should not impact the issuer's
ability to raise capital at market prices.\46\ Another commenter
strongly supported the proposed elimination of book value and stated it
agreed with statements in the Notice that book value is not an
appropriate measure of current value and, therefore, whether a
transaction is dilutive or should require shareholder approval.\47\
---------------------------------------------------------------------------

    \44\ See Kelley Drye Letter and MSBA Letter, supra note 4.
    \45\ See Kelley Drye Letter, supra note 4, at 2.
    \46\ See id. In addition, this commenter stated that book value
may exceed market value due to a market correction, burst bubble, or
financial crisis, which is a time when an issuer needs to be able to
raise sufficient capital. See id.
    \47\ See MSBA Letter, supra note 4, at 2.
---------------------------------------------------------------------------

    The Nasdaq Response Letter also stated that book value is just one
point in a myriad of financial data points that is already incorporated
into the market value of the security regardless of market conditions
or accounting issues.\48\ In particular, the Exchange stated that the
marketplace determines the fair value of a security based on all

publicly available information about the issuers' securities,
including, in large part, the issuers' financial position, and that
through disclosure of book value in quarterly and annual reports such
information is quickly incorporated into the market price of a listed
security.\49\ As a result, the Exchange stated its belief that the
change to eliminate book value will not introduce any significant risks
to investor protection and will provide benefits to companies trying to
raise money quickly.\50\
---------------------------------------------------------------------------

    \48\ See Nasdaq Response Letter, supra note 8, at 4.
    \49\ See id.
    \50\ See id.
---------------------------------------------------------------------------

IV. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 1, is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\51\ In particular, the
Commission finds that the proposed rule change, as modified by
Amendment No. 1, is consistent with Section 6(b)(5) of the Act,\52\
which requires, among other things, that the rules of a national
securities exchange be 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; and are not designed to permit
unfair discrimination between customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \51\ 15 U.S.C. 78f(b). In approving this proposed rule change,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \52\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The development and enforcement of meaningful corporate governance
listing standards for a national securities exchange is of substantial
importance to financial markets and the investing public, especially
given investor expectations regarding the nature of companies that have
achieved an exchange listing for their securities. The corporate
governance standards embodied in the listing standards of national
securities exchanges, in particular, play an important role in assuring
that exchange-listed companies observe good governance practices
including safeguarding the interests of shareholders with respect to
certain potentially dilutive transactions.\53\
---------------------------------------------------------------------------

    \53\ See, e.g., Securities Exchange Act Release No. 76814 (Dec.
31, 2015), 81 FR 0820 (Jan. 7, 2016) (NYSE-2015-02) (approving
amendments to the NYSE Listed Company Manual to exempt early stage
companies from having to obtain shareholder approval in certain
circumstances). See also Securities Exchange Act Release No. 48108
(June 30, 2003), 68 FR 39995 (July 3, 2003) (approving equity
compensation shareholder approval rules of both the NYSE and the
National Association of Securities Dealers, Inc. n/k/a NASDAQ); and
Securities Exchange Act Release No. 58375 (August 18, 2008), 73 FR
49498 (August 21, 2008) (order approving registration of BATS
Exchange, Inc. noting that qualitative listing requirements
including shareholder approval rules are designed to ensure that
companies trading on a national securities exchange will adequately
protect the interest of public shareholders).
---------------------------------------------------------------------------

    As discussed above, the proposal would modify Nasdaq Rule 5635(d)
to change the definition of market value for purposes of shareholder
approval of private placement transactions such that (1) shareholder
approval would be required prior to an issuance of 20% or more at a
price that is less than the lower of the closing price or the five-day
average closing price; and (2) shareholder approval would not be
required prior to an issuance of 20% or more at a price that is less
than book value but greater than market value. In response to the
Exchange's 2017 Solicitation, as noted above, some commenters had
raised questions and concerns about the use of a five-day average
closing price as a measure of market value under certain market
conditions, such as the potential that the five-day average would
permit the sale of discounted stock in rising markets, and the
elimination of the book value standard. Accordingly, in the Order
Instituting Proceedings, the Commission specifically requested
additional comment on these two aspects of the Exchange's proposal in
light of the questions raised in connection with the Exchange's 2017
Solicitation.\54\ Other than the Nasdaq Response Letter, the Commission
received no additional comment letters following publication of the
Order Instituting Proceedings.
---------------------------------------------------------------------------

    \54\ The Commission also noted in the Order Instituting
Proceedings that the Exchange should clarify, for purposes of the
definition of Minimum Price, when the closing price would be
measured. See Order Instituting Proceedings, supra note 7, at 24382
n. 36. As discussed above, Amendment No. 1 to the proposed rule
change clarified that the closing price refers to the closing price
immediately preceding the signing of a binding agreement. See
Amendment No. 1, supra note 10.
---------------------------------------------------------------------------

    The Commission has carefully considered the proposal and finds that
the proposed rule change is consistent with the Act. The Commission
notes that it received three comment letters on the proposal, all of
which were supportive of the proposal, as well as the Nasdaq Response
Letter.\55\ In addition, the Commission believes that the Exchange
sufficiently responded to the issues highlighted for commenters in the
Order Instituting Proceedings in either Amendment No. 1 or the Nasdaq
Response Letter.\56\
---------------------------------------------------------------------------

    \55\ See Section III, supra.
    \56\ See supra note 10. See also supra notes 40-43 and 48-50 and
accompanying text.
---------------------------------------------------------------------------

    The Commission believes that the proposed change to the definition
of market value for purposes of shareholder approval under Nasdaq Rule
5635(d) to use the lower of the closing price or five-day average
closing price on Nasdaq.com is consistent with the Act. As noted by
commenters and the Exchange, the proposed method to determine market
value has the potential to provide a better indication of actual market
value than the current use of closing bid price under certain market
conditions.\57\ Nasdaq also stated its belief that the closing price is
less prone to manipulation than are bid prices.\58\ In addition, the
proposal to use the Nasdaq Official Closing Price for purposes of
market value should help to ensure transparency to investors in
calculating market value for purposes of the rule.\59\ The Commission
also notes that the five-day period for establishing the average
closing price, according to some of the commenters, is related to the
way transactions are actually structured to help smooth out price
fluctuations.\60\
---------------------------------------------------------------------------

    \57\ See Notice, supra note 3, at 7272. See also supra notes 16-
18 and 35-43 and accompanying text. See also infra notes 63-65 and
accompanying text.
    \58\ See Notice, supra note 3, at 7270 (describing the closing
auction on the Exchange, which is how the Nasdaq Official Closing
Price is derived. The Exchange states that the closing auction ``is
designed to gather the maximum liquidity available for execution at
the close of trading, and to maximize the number of shares executed
at a single price at the close of the trading day,'' and ``promotes
accurate closing prices by offering specialized orders available
only during the closing auction and integrating those orders with
regular orders submitted during the trading day that are still
available at the close.'' In addition, the Exchange states that the
closing auction is ``made highly transparent to all investors.'')
See also supra note 16.
    \59\ See supra notes 57-58. The Commission notes that using
closing prices for determining whether shareholder approval is
needed for certain stock issuances is consistent with the rules of
another exchange. See NYSE Listed Company Manual Rule 312.04(i). The
Commission also notes that the Exchange has stated that Nasdaq does
not currently intend to charge a fee for access to this data or
otherwise restrict availability of this data and that the Exchange
would file a proposed rule change under Section 19(b) of the Act
before implementing any such change, and, in such filing, address
the impact of the proposed rule change on compliance with this rule.
See supra note 16.
    \60\ See supra notes 35-39 and accompanying text.
---------------------------------------------------------------------------

    The Commission believes that the proposal to eliminate the
requirement for shareholder approval of 20% Issuances at a price that
is less than book value but above market value is also consistent with
the Act. As noted

by commenters and the Exchange,\61\ market value (as determined
pursuant to the proposal) may be a more appropriate indicator of
whether a transaction is dilutive than book value for purposes of
Nasdaq's shareholder approval rule.\62\
---------------------------------------------------------------------------

    \61\ See supra notes 21 and 45-50 and accompanying text.
    \62\ For example, as the Exchange stated in the Nasdaq Response
Letter, among other things, book value is disclosed in quarterly and
annual reports and is just one point of financial data already
incorporated in the market value of the security. See Nasdaq
Response Letter, supra note 8, at 4.
---------------------------------------------------------------------------

    The Commission notes, in approving the changes to measure market
value as the lower of the closing price and five-day average closing
price and eliminate the book value requirement, that the ability of
listed companies to issue securities in private placements without
shareholder approval continues to remain limited by other important
Exchange rules.\63\ For example, the Commission notes that any
discounted issuance of stock to a company's officers, directors,
employees, or consultants would require shareholder approval under the
Exchange's equity compensation rules.\64\ In addition, shareholder
approval would be required if the issuance resulted in a change of
control and for the acquisition of stock or assets of another company,
including where an issuance increases voting power or common shares by
5% or more and an officer or director or substantial security holder
has a 5% direct or indirect interest (or collectively 10%) in the
company or assets to be acquired. \65\
---------------------------------------------------------------------------

    \63\ See, e.g., Nasdaq Rule 5635 (a),(b) and (c). The Commission
notes that, under Nasdaq rules, if shareholder approval was not
required under the private placement requirements in Rule 5635(d) it
could still be required under one of the other shareholder approval
provisions in Rule 5635 since these provisions apply independently
of each other.
    \64\ See Nasdaq Rule 5635(c).
    \65\ See Nasdaq Rule 5635(a) and (b). The Commission notes that
as to the additional proposed changes to the rule text, Nasdaq has
indicated that these changes were made to improve the readability of
the rule, to conform the language of the rule to the rule text and
other rules, and to conform references in other rules to the
proposed new standards. Among these changes are the changes that
replace the references in Rule 5635 from ``private placements'' to
``transactions other than public offerings.'' The Commission notes
that in Amendment No. 1 the Exchange stated that private placements
would continue to be considered ``transactions other than public
offerings'' under Nasdaq Rule 5635(d), as amended by the proposed
rule change. See Amendment No. 1, supra note 10.
---------------------------------------------------------------------------

V. Solicitation of Comments on Amendment No. 1 to the Proposed Rule
Change

    Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment No. 1 to 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-2018-008 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-2018-008. 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-2018-008, and should be submitted
on or before October 23, 2018.

VI. Accelerated Approval of the Proposed Rule Change, as Modified by
Amendment No. 1

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
1 in the Federal Register. The Commission notes that Amendment No. 1
clarifies the proposed rule change. In particular, Amendment No. 1
clarifies that: (i) In the new definition of ``Minimum Price,'' the
closing price (as reflected on Nasdaq.com) is measured immediately
preceding the signing of the binding agreement; and (ii) a private
placement is a transaction other than a public offering.\66\ The
clarifications in Amendment No. 1 should help to avoid any confusion as
to the scope or application of the rule changes being adopted herein.
Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Act,\67\ to approve the proposed rule change, as
modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \66\ See supra note 10.
    \67\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VII. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\68\ that the proposed rule change (SR-NASDAQ-2018-008), as
modified by Amendment No. 1 be, and it hereby is, approved on an
accelerated basis.
---------------------------------------------------------------------------

    \68\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\69\
---------------------------------------------------------------------------

    \69\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21366 Filed 10-1-18; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 227 (Monday, November 26, 2012)]
[Notices]
[Page 70493]
[FR Doc No: 2012-28528]

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SECURITIES AND EXCHANGE COMMISSION

Proposed Collection; Comment Request

Upon Written Request Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549-0213.
Extension:
    Form F-8, OMB Control No. 3235-0378, SEC File No. 270-332.

    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the collection of
information summarized below. The Commission plans to submit this
existing collection of information to the Office of Management and
Budget for extension and approval.
    Form F-8 (17 CFR 239.38) may be used to register securities of
certain Canadian issuers under the Securities Act of 1933 (15 U.S.C.
77a et seq.) that will be used in an exchange offer or business
combination. The information collected is intended to ensure that the
information required to be filed by the Commission permits verification
of compliance with securities law requirements and assures the public
availability of such information. We estimate that Form F-8 takes
approximately one hour per response to prepare and is filed by
approximately 10 respondents. We estimate that 25% of one hour per
response (15 minutes) is prepared by the company for a total annual
reporting burden of 3 hours (15 minutes/60 minutes per response x 10
responses = 2.5 hours rounded to 3 hours).
    Written comments are invited on: (a) Whether this proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information will
have practical utility; (b) the accuracy of the agency's estimate of
the burden imposed by the collection of information; (c) ways to
enhance the quality, utility, and clarity of the information collected;
and (d) ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection
techniques or other forms of information technology. Consideration will
be given to comments and suggestions submitted in writing within 60
days of this publication.
    Please direct your written comment to Thomas Bayer, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 6432 General Green Way, Alexandria, Virginia 22312; or
send an email to<EMAIL_ADDRESS>
    Dated: November 19, 2012.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-28528 Filed 11-23-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 189 (Monday, September 30, 2019)]
[Notices]
[Pages 51654-51657]
[FR Doc No: 2019-21091]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87092; File No. SR-CboeBZX-2019-082]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Fees Applicable to Physical Connectivity

September 24, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on September 10, 2019, Cboe BZX Exchange, Inc. (the ``Exchange''
or ``BZX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the

proposed rule change from interested persons.
---------------------------------------------------------------------------

    \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

    The Exchange proposes a rule change to waive the fees for a single
1 gigabyte physical port in its secondary data center for Members that
are registered as an LMM on the Exchange for the first twelve months
following the Member establishing physical connectivity to the
secondary data center.
    The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, 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. Regulatory Organization's Statement of the Purpose of, and Statutory
Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to implement proposed changes to its fee
schedule relating to physical connectivity fees in its secondary data
center, effective September 10, 2019. Specifically, the Exchange is
proposing to waive the fees for a single 1 gigabyte physical port that
is connected solely to the secondary data center for the Exchange's
cash equities trading platform (``BZX Equities'') for Members that are
registered as an LMM on the Exchange for the first twelve months
following the Member establishing physical connectivity to the
secondary data center.\3\
---------------------------------------------------------------------------

    \3\ The Exchange notes that the waiver applies only to the BZX
Equities secondary data center and to the extent that a Member
otherwise subject to the waiver uses such physical connectivity to
connect to the Exchange's equity options platform (``BZX Options'')
or any of the Exchange's affiliates, such Member will be subject to
the applicable physical connectivity fees.
---------------------------------------------------------------------------

    By way of background, a physical port is utilized by a Member or
non-Member to connect to the Exchange at the data centers where the
Exchange's servers are located. The Exchange currently maintains a
presence in two third-party data centers: (i) The primary data center
where the Exchange's business is primarily conducted on a daily basis,
and (ii) a secondary data center, which is predominantly maintained for
business continuity purposes. The Exchange currently assesses fees of
$2,000 per physical port for a 1 gigabyte circuit for Members and non-
Members to connect to its secondary data center on a monthly basis.\4\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 83442 (June 14,
2018), 83 FR 28675 (June 20, 2018) (notice of filing and immediate
effectiveness of proposed rule change related to physical port fees
for BZX).
---------------------------------------------------------------------------

    Pursuant to Regulation Systems Compliance and Integrity,\5\
Exchange Rule 2.4(b)(2) requires all active Lead Market Makers
(``LMMs''),\6\ to connect to the Exchange's secondary data center and
to participate in functional and performance testing on an annual basis
\7\ and, as such, in order to become an LMM on the Exchange, a Member
would be required to pay all fees associated with connecting to the
secondary data center.
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 73639 (November 19,
2014), 79 FR72252 (December 5, 2014) (``SCI Adopting Release'').
    \6\ As defined in Rule 11.8(e)(1)(B), the term ``LMM'' means a
Market Maker registered with the Exchange for a particular LMM
Security that has committed to maintain Minimum Performance
Standards in the LMM Security.
    \7\ See Securities Exchange Act Release No. 76162 (October 15,
2015), 80 FR 63849 (October 21, 2015) (SR-BATS-2015-06) (notice of
filing and immediate effectiveness of a proposed rule change to
adopt Rule 2.4, Mandatory Participation in Testing of Backup
Systems).
---------------------------------------------------------------------------

    LMMs play an important role in the Exchange's listing program by
providing significant liquidity and enhanced market quality in BZX-
listed securities. There is significant competition among listing
venues to attract, retain, and incentivize liquidity provision by
LMMs.\8\ Increasing the number of LMMs on the Exchange and enhancing
the competition among LMMs is particularly important because it further
increases the pressure on LMMs to meet the market quality metrics
applicable under the LMM Program and enhance market quality in all BZX-
listed securities.\9\ More LMMs registered on the Exchange will result
in more competition to become an LMM in new and existing products,
including where an assigned LMM fails to meet the market quality
metrics, all of which the Exchange believes will act to enhance market
quality in BZX-listed securities and improve issuer and investor
experience.
---------------------------------------------------------------------------

    \8\ The Exchange recently implemented a new LMM incentive
program that provides payments to LMMs where they meet certain
market quality metrics (the ``LMM Program'') rather than offering
enhanced rebates on a transaction-by-transaction basis, as LMMs have
traditionally been compensated, which it believes will help to
incentivize Members to become LMMs on the Exchange and to foster
competition among LMMs to become an LMM in all products listed on
the Exchange, regardless of trading volume. See Securities Exchange
Act Release No. 86213 (June 27, 2019), 84 FR 31951 (July 3, 2019).
    \9\ As provided in Rule 11.8(e)(2)(C), where an LMM does not
meet the market quality metrics for three out of four months, they
are subject to losing their registration as an LMM in the applicable
security.
---------------------------------------------------------------------------

    The Exchange is proposing to waive the fees for a Member that is a
registered LMM shall have physical connectivity fees waived for a
single 1 gigabyte physical port that is connected solely to the BZX
Equities secondary data center for the first twelve months following
the Member establishing such physical connectivity.\10\ There are a
number of costs, both related and unrelated to the Exchange, associated
with becoming an LMM and the Exchange believes that this proposal to
reduce the overall burden to become an LMM will help the Exchange
compete to attract LMMs. The Exchange believes that the ability to
attract new LMMs will benefit of its listing business, its issuers, and
investors in BZX-listed securities.
---------------------------------------------------------------------------

    \10\ As noted above, the waiver applies only to the BZX Equities
secondary data center and to the extent that a Member otherwise
subject to the waiver uses such physical connectivity to connect to
BZX Options or any of the Exchange's affiliates, such Member will be
subject to the applicable physical connectivity fees.
---------------------------------------------------------------------------

Implementation Date
    The Exchange proposes to implement these amendments to its fee
schedule on September 10, 2019.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the objectives of Section 6 of the Act,\11\ in general, and
furthers the objectives of Section 6(b)(4),\12\ in particular, as it is
designed to provide for the equitable allocation of reasonable dues,
fees and other charges among its Members and other persons using its
facilities. The Exchange also notes that its listing business operates
in a highly competitive market in which market participants, which
includes both ETP issuers and LMMs, can readily transfer their listings
or opt not to participate, respectively, if they deem fee levels,
liquidity provision incentive programs, or any other factor at a
particular venue to be insufficient or excessive. The proposed rule
change reflects a

competitive pricing structure designed to incentivize Members to enroll
and participate as LMMs on the Exchange, which the Exchange believes
will enhance market quality in ETPs listed on the Exchange. As
described above, the Exchange is proposing to waive certain physical
connectivity fees for Members that are registered as an LMM on the
Exchange for the first twelve months following the Member establishing
physical connectivity to the secondary data center, which it believes
will allow it to better compete to attract market participants to
register as LMMs on the Exchange.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f.
    \12\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

The Proposed Fee Waiver Is Reasonable
    The Exchange believes that the proposal is a reasonable means to
encourage Members to register as an LMM. By reducing the cost
associated with the initial registration and participation as an LMM,
Members will be more likely to participate in the LMM program. The
Exchange believes that this will benefit the Exchange's listing program
through enhanced competition among LMMs, which will also benefit
issuers of securities listed on the Exchange, and, more broadly,
investors through enhanced market quality in such securities.
The Proposed Fee Waiver Is Equitable and Not Unreasonably
Discriminatory
    The Exchange believes that the proposal represents an equitable
allocation of reasonable dues, fees, and other charges and is not
unreasonably discriminatory in that it applies uniformly to all
similarly situated Members. Any Member that has not established
physical connectivity to the secondary data center that becomes an LMM
will be eligible for such waiver. While Members that are already
connected to the secondary data center will not be eligible, they have
already made the decision to connect to the secondary data center and
presumably such costs were included in their calculation. Further, the
proposal will only result in reduced fees for Members and will not
result in any changes for Members that are already connected to the
secondary data center.
    The Exchange also believes that the proposal represents an
equitable allocation of reasonable dues, fees, and other charges and is
not unreasonably discriminatory as LMMs play an important role in the
Exchange's listing program by providing significant liquidity and
enhanced market quality in BZX-listed securities. As noted above, there
is significant competition among listing venues to attract, retain, and
incentivize liquidity provision by LMMs. Increasing the number of LMMs
on the Exchange and enhancing the competition among LMMs is
particularly important because it further increases the pressure on
LMMs to meet the market quality metrics applicable under the LMM
Program and enhance market quality in all BZX-listed securities. More
LMMs registered on the Exchange will result in more competition to
become an LMM in new and existing products, including where an assigned
LMM fails to meet the market quality metrics, all of which the Exchange
believes will act to enhance market quality in BZX-listed securities
and improve issuer and investor experience.
    The Exchange is proposing to waive the fees for a single 1 gigabyte
physical port in its secondary data center for Members that are
registered as an LMM on the Exchange for the first twelve months
following the Member establishing physical connectivity to the
secondary data center. There are a number of costs, both related and
unrelated to the Exchange, associated with becoming an LMM and the
Exchange believes that this proposal to reduce the overall burden to
become an LMM will help the Exchange compete to attract LMMs. The
Exchange believes that the ability to attract new LMMs will benefit of
its listing business, its issuers, and investors in BZX-listed
securities.
    Lastly, the Exchange believes the fees remain competitive with
those charged by other venues and therefore continue to be reasonable
and equitably allocated to Members.\13\
---------------------------------------------------------------------------

    \13\ See e.g., NYSE Arca Equities Fees and Charges, NYSE Arca
Marketplace: Other Fees and Charges, Connectivity Fees. See also,
Nasdaq Phlx LLC Pricing Schedule, Section XI, Direct Connectivity to
Phlx.
---------------------------------------------------------------------------

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. As discussed above, the
Exchange believes that fees for connectivity and particularly for LMMs
are constrained by the robust competition for order flow among listing
venues and there is significant competition among listing venues to
attract, retain, and incentivize liquidity provision by LMMs. The
Exchange believes that this proposal will enhance the Exchange's
ability to compete as a listing venue by incentivizing the registration
of additional LMMs on the Exchange, resulting in additional competition
among LMMs to the benefit of issuers and investors. The Exchange does
not believe that the proposed changes represent a significant departure
from previous pricing offered by the Exchange or pricing offered by the
Exchange's competitors.

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

    The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from Members or other interested
parties.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \14\ and paragraph (f) of Rule 19b-4 \15\
thereunder. 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 will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

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_ADDRESS>Please include
File Number SR-CboeBZX-2019-082 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-CboeBZX-2019-082. 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 such filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeBZX-2019-082, and should be
submitted on or before October 21, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-21091 Filed 9-27-19; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 124 (Thursday, July 1, 2021)]
[Notices]
[Pages 35104-35105]
[FR Doc No: 2021-14084]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4569-DR; Docket ID FEMA-2021-0001]

California; Amendment No. 4 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for State of California (FEMA-4569-DR), dated October 16, 2020, and
related determinations.

DATES: This change occurred on May 14, 2021.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) hereby gives notice that pursuant to the authority vested in the
Administrator, under Executive Order 12148, as amended, Andrew Grant,
of FEMA is appointed to act as the Federal Coordinating Officer for
this disaster.
    This action terminates the appointment of Willie G. Nunn as Federal
Coordinating Officer for this disaster.

    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050, Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2021-14084 Filed 6-30-21; 8:45 am]
BILLING CODE 9111-23-P


[Federal Register Volume 79, Number 52 (Tuesday, March 18, 2014)]
[Notices]
[Page 15185]
[FR Doc No: C1-2014-05179]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71655; File No. SR-NYSEMKT-2014-17]

Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of
Proposed Rule Change Adopting Rule 971.1NY for an Electronic Price
Improvement Auction for Single-Leg Orders

March 5, 2014.

Correction

    In notice document 2014-05179, appearing on pages 13711-13726, in
the issue of Tuesday, March 11, 2014, make the following correction:
    On page 13711, in the second column, the document heading is
corrected to read as set forth above.

[FR Doc. C1-2014-05179 Filed 3-17-14; 8:45 am]
BILLING CODE 1505-01-D