[Federal Register Volume 84, Number 222 (Monday, November 18, 2019)]
[Notices]
[Pages 63710-63711]
[FR Doc No: 2019-24924]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. 2019-72]

Petition for Exemption; Summary of Petition Received; Embraer
Executive Aircraft, Inc.

AGENCY: Federal Aviation Administration (FAA), Department of
Transportation (DOT).

ACTION: Notice.

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

SUMMARY: This notice contains a summary of a petition seeking relief
from specified requirements of Federal Aviation Regulations. The
purpose of this notice is to improve the public's awareness of, and
participation in, the FAA's exemption process. Neither publication of
this notice nor the inclusion or omission of information in the summary
is intended to affect the legal status of the petition or its final
disposition.

DATES: Comments on this petition must identify the petition docket
number and must be received on or before December 9, 2019.

ADDRESSES: Send comments identified by docket number FAA-2018-0088
using any of the following methods:
     Federal eRulemaking Portal: Go to http://www.regulations.gov and follow the online instructions for sending your
comments electronically.
     Mail: Send comments to Docket Operations, M-30; U.S.
Department of Transportation, 1200 New Jersey Avenue SE, Room W12-140,
West Building Ground Floor, Washington, DC 20590-0001.
     Hand Delivery or Courier: Take comments to Docket
Operations in Room W12-140 of the West Building Ground Floor at 1200
New Jersey Avenue SE, Washington, DC 20590-0001, between 9 a.m. and 5
p.m., Monday through Friday, except Federal holidays.
     Fax: Fax comments to Docket Operations at<PHONE_NUMBER>.
    Privacy: In accordance with 5 U.S.C. 553(c), DOT solicits comments
from the public to better inform its rulemaking process. DOT posts
these comments, without edit, including any personal information the
commenter provides, to http://www.regulations.gov, as described in the
system of records notice (DOT/ALL-14 FDMS), which can be reviewed at
http://www.dot.gov/privacy.
    Docket: Background documents or comments received may be read at
http://www.regulations.gov at any time. Follow the online instructions
for

accessing the docket or go to the Docket Operations in Room W12-140 of
the West Building Ground Floor at 1200 New Jersey Avenue SE,
Washington, DC 20590-0001, between 9 a.m. and 5 p.m., Monday through
Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Renae Hamlett<PHONE_NUMBER>, Office
of Rulemaking, Federal Aviation Administration, 800 Independence Avenue
SW, Washington, DC 20591.
    This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on November 12, 2019.
Brandon Roberts,
Acting Executive Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2018-0088.
    Petitioner: Embraer Executive Aircraft, Inc.
    Section(s) of 14 CFR Affected: Sec.  91.9(a) and Sec.  61.55(g).
    Description of Relief Sought: Petitioner requests to amend
exemption No. 18098 by doing the following: (1) Remove the requirement
that Embraer Executive Aircraft, Inc. qualify and designate the pilot-
in-command to act ``as a single pilot'' and instead require Embraer
Executive Aircraft, Inc. qualify and designate the pilot-in-command to
conduct evaluation flights with a customer pilot occupying one of the
pilot seats and serving as second-in-command; and require the customer
pilot hold a valid commercial or air-transport pilot certificate, with
a multi-engine rating, issued by an International Civil Aviation
Organization (ICAO), contracting state. (2) Remove the limitation
restricting the customer pilot to only the right seat. (3) Remove the
requirement that non-FAA certificated customer pilots obtain an FAA
certificate under Sec.  61.75.
[FR Doc. 2019-24924 Filed 11-15-19; 8:45 am]
 BILLING CODE 4910-13-P


[Federal Register Volume 84, Number 68 (Tuesday, April 9, 2019)]
[Notices]
[Pages 14172-14180]
[FR Doc No: 2019-06935]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85503; File No. SR-NASDAQ-2019-009]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To Revise the Exchange's
Initial Listing Standards Related to Liquidity

April 3, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 21, 2019, The Nasdaq Stock Market LLC (``Nasdaq'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \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 to revise the Exchange's initial listing
standards related to liquidity.
    The text of the proposed rule change is available on the Exchange's
website at http://nasdaq.cchwallstreet.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq proposes several amendments in this rule change to increase
Nasdaq's requirements for initial listing and help assure adequate
liquidity for listed securities. First, Nasdaq proposes to revise its
initial listing criteria to exclude restricted securities from the
Exchange's calculations of a company's publicly held shares, market
value of publicly held shares and round lot holders (``Initial
Liquidity Calculations''). To do so, Nasdaq proposes to add three new
definitions to define ``restricted securities'', ``unrestricted
publicly held shares'' and ``unrestricted securities'' and proposes to
amend the definition of ``round lot holder''. Second, Nasdaq proposes
to impose a new requirement that at least 50% of a company's round lot
holders must each hold shares with a market value of at least $2,500.
Third, Nasdaq proposes to adopt a new listing rule requiring a minimum
average daily trading volume for securities trading over-the-counter
(``OTC'') at the time of their listing. Nasdaq is not proposing to
change the requirements for continued listing purposes at this time,
but believes that these heightened initial listing requirements will
result in enhanced liquidity for the companies that satisfy them on an
ongoing basis.\3\ Each amendment is described in more detail below.
---------------------------------------------------------------------------

    \3\ Nasdaq staff may apply additional and more stringent
criteria to a listed company that satisfies all of the continued
listing requirements but where there are indications that there is
insufficient liquidity in the security to support fair and orderly
trading. In such circumstances, Nasdaq would typically first allow
the company to provide and implement a plan to increase its
liquidity in the near term.
---------------------------------------------------------------------------

I. Restricted Securities

    Nasdaq is proposing to modify its initial listing standards to
exclude securities subject to resale restrictions from its Initial
Liquidity Calculations. Currently, securities subject to resale
restrictions are included in the Exchange's Initial Liquidity
Calculations, however, such securities are not freely transferrable or
available for outside investors to purchase and therefore do not truly
contribute to a security's liquidity upon listing. Because the current
Initial Liquidity Calculations include restricted securities, a
security with a substantial number of restricted securities could
satisfy the Exchange's initial listing requirements related to
liquidity and list on the Exchange, even though there could be few
freely tradable shares, resulting in a security listing on the Exchange
that is illiquid. Nasdaq is concerned because illiquid securities may
trade infrequently, in a more volatile manner and with a wider bid-ask
spread, all of which may result in

trading at a price that may not reflect their true market value. Less
liquid securities also may be more susceptible to price manipulation,
as a relatively small amount of trading activity can have an inordinate
effect on market prices.
    To address this concern, Nasdaq is proposing to adopt a new
definition of ``restricted securities'' at Nasdaq Rule 5005(a)(37),
which includes any securities subject to resale restrictions for any
reason, including restricted securities (1) acquired directly or
indirectly from the issuer or an affiliate of the issuer in
unregistered offerings such as private placements or Regulation D
offerings; \4\ (2) acquired through an employee stock benefit plan or
as compensation for professional services; \5\ (3) acquired in reliance
on Regulation S, which cannot be resold within the United States; \6\
(4) subject to a lockup agreement or a similar contractual restriction;
\7\ or (5) considered ``restricted securities'' under Rule 144.\8\
Nasdaq is also proposing to adopt a new definition of ``unrestricted
securities'' at Nasdaq Rule 5005(a)(46), which includes securities of a
company that are not restricted securities. In connection with these
amendments, Nasdaq is proposing to renumber the remaining provisions of
Rule 5005 to maintain an organized rule structure.
---------------------------------------------------------------------------

    \4\ See, e.g., 17 CFR 230.144(a)(3)(i) and (ii), which states
that securities issued in transactions that are not a public
offering or under Regulation D are considered restricted securities.
    \5\ See, e.g., 17 CFR 230.701(g), which states that securities
issued pursuant to certain compensatory benefit plans and contracts
relating to compensation are considered restricted securities.
    \6\ See 17 CFR 230.144(a)(3)(v), which states that securities of
domestic issuers acquired in a transaction in reliance on Regulation
S are considered restricted securities.
    \7\ Securities issued in such transactions would typically
include a ``restrictive'' legend stating that the securities cannot
be freely resold unless they are registered with the SEC or in a
transaction exempt from the registration requirements, such as the
exemption available under Rule 144.
    \8\ See generally Securities and Exchange Commission Investor
Publications, Rule 144: Selling Restricted and Control Securities
(January 16, 2013), available at: https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html.
---------------------------------------------------------------------------

    The Exchange believes that these proposed amendments to the listing
rules will enhance its listing criteria and better protect investors by
helping to ensure that securities listed on Nasdaq are liquid and have
sufficient investor interest to support an exchange listing. Nasdaq
notes that in developing their index methodologies the FTSE Russell and
S&P indices take a similar approach. As disclosed by FTSE Russell,
``All FTSE Russell equity index constituents are free float adjusted in
accordance with the index rules, to reflect the actual availability of
stock in the market for public investment.'' \9\ FTSE Russell excludes
shares held within employee share plans, shares subject to a ``lock-
in'' clause, and shares subject to contractual restrictions.\10\ S&P
Dow Jones adjusts its indices to ``reflect only those shares available
to investors rather than all of a company's outstanding shares.'' \11\
---------------------------------------------------------------------------

    \9\ See FTSE Russell, ``Free-Float'', available at: https://www.ftse.com/products/indices/free-float.
    \10\ See FTSE Russell, ``Free Float Restrictions v2.0'', May
2018, available at: https://www.ftse.com/products/downloads/Free_Float_Restrictions.pdf.
    \11\ See S&P Dow Jones Indices, ``Float Adjustment
Methodology'', April 2018, available at: https://us.spindices.com/documents/index-policies/methodology-sp-float-adjustment.pdf.
---------------------------------------------------------------------------

A. Publicly Held Shares
    Nasdaq is proposing to modify its initial listing requirements
related to publicly held shares so that they are based only on
unrestricted shares. A company is required to have a minimum number of
publicly held shares in order to list its primary equity securities
(including American Depositary Receipts or ``ADRs'') \12\ on all tiers
of the Exchange. A company is also required to have a minimum number of
publicly held shares in order to list its preferred stock or secondary
classes of common stock on Nasdaq's Global and Capital Market tiers;
\13\ subscription receipts on Nasdaq's Capital Market tier; or paired
share units on Nasdaq's Global Select Market tier. Currently, Nasdaq
Rule 5005(a)(35) defines ``publicly held shares'' as ``shares not held
directly or indirectly by an officer, director or any person who is the
beneficial owner of more than 10 percent of the total shares
outstanding. Determinations of beneficial ownership in calculating
publicly held shares shall be made in accordance with Rule 13d-3 under
the Act.'' As discussed above, the current definition of publicly held
shares does not exclude securities subject to resale restrictions,
which may result in a security with limited liquidity satisfying the
Exchange's initial listing requirements related to publicly held shares
and qualifying to list on the Exchange.
---------------------------------------------------------------------------

    \12\ Rule 5005(a)(33) defines ``Primary Equity Security'' as ``a
Company's first class of Common Stock, Ordinary Shares, Shares or
Certificates of Beneficial Interest of Trust, Limited Partnership
Interests or American Depositary Receipts (ADR) or Shares (ADS).''
    \13\ There are no separate listing requirements on the Nasdaq
Global Select Market for classes of securities other than primary
equity securities. Instead, pursuant to Rule 5320, if the primary
equity security is listed on the Nasdaq Global Select Market,
generally any other security of that same company that qualifies for
listing on the Nasdaq Global Market is also included in the Nasdaq
Global Select Market.
---------------------------------------------------------------------------

    Nasdaq proposes adding a new definition of ``unrestricted publicly
held shares'' at Nasdaq Rule 5005(a)(45), which would be defined as
publicly held shares excluding the newly defined ``unrestricted
securities.'' Nasdaq proposes to revise references to ``publicly held
shares'' to ``unrestricted publicly held shares'' in the following
rules:

------------------------------------------------------------------------
                                                             Current
                        Nasdaq Market                    required number
       Rule No.              tier        Security type      of publicly
                                                           held shares
------------------------------------------------------------------------
5315(e)(2)...........  Global Select..  Primary Equity   At least
                                         Security.        1,250,000.
5405(a)(2)...........  Global.........  Primary Equity   At least
                                         Security.        1,100,000.
5415(a)(1)...........  Global.........  Preferred Stock  At least
                                         or Secondary     200,000.
                                         Class of
                                         Common Stock.
5505(a)(2)...........  Capital........  Primary Equity   At least
                                         Security.        1,000,000.
5510(a)(3)...........  Capital........  Preferred Stock  At least
                                         or Secondary     200,000.
                                         Class of
                                         Common Stock.
5520(g)(3)...........  Capital........  Subscription     At least
                                         Receipts.        1,100,000.
------------------------------------------------------------------------

    As a result, only securities that are freely transferrable will be
included in the calculation of publicly held shares to determine
whether a company satisfies the Exchange's initial listing criteria
under these rules. Nasdaq believes that excluding restricted securities
will better reflect the liquidity of, and investor interest in, a
security and therefore will better protect investors.
    In addition to the above, Nasdaq proposes revising references to
``publicly held shares'' to ``unrestricted publicly held shares'' in
Rule 5310(d), which states that ``in computing the number of publicly
held shares for

Global Select purposes, Nasdaq will not consider shares held by an
officer, director or 10% or greater Shareholder \14\ of the Company,''
and Rule 5226(b) which requires a paired share unit to satisfy the
security-level requirements of Rule 5315 or 5405, including the number
of publicly held shares. Nasdaq also proposes to revise Rule 5205(g) to
reflect the change to ``unrestricted publicly held shares.'' \15\
Nasdaq also proposes revising Rule 5215(b) to state that in considering
whether an ADR satisfies the initial listing requirements, Nasdaq will
consider the unrestricted publicly held shares of the underlying
security, and that in determining whether shares of the underlying
security are restricted for this purpose, Nasdaq will only consider
restrictions that prohibit the resale or trading of the underlying
security on the company's home country market, as discussed below.
---------------------------------------------------------------------------

    \14\ Rule 5005(a)(40) defines ``Shareholder'' as ``a record or
beneficial owner of a security listed or applying to list. For
purposes of the Rule 5000 Series, the term ``Shareholder'' includes,
for example, a limited partner, the owner of a depository receipt,
or unit.''
    \15\ Rule 5205(g) currently states that ``The computation of
Publicly Held Shares and Market Value of Publicly Held Shares shall
be as of the date of application of the Company.''
---------------------------------------------------------------------------

B. Market Value of Publicly Held Shares
    Nasdaq is proposing to modify its initial listing requirements
related to market value of publicly held shares so that they are based
only on unrestricted shares. A company is required to have a minimum
market value of publicly held shares in order to list its primary
equity securities (including ADRs) on all tiers of the Exchange. A
company is also required to have a minimum market value of publicly
held shares in order to list its preferred stock or secondary classes
of common stock on Nasdaq's Global and Capital Market tiers;
subscription receipts on Nasdaq's Capital Market tier; or paired share
units on Nasdaq's Global Select Market tier. The calculation of
``market value of publicly held shares'' does not exclude stock subject
to resale restrictions. As discussed above, restricted securities may
not contribute to liquidity and therefore the current calculation of
market value of publicly held shares may result in a security with
limited true liquidity satisfying the listing requirements related to
the market value of publicly held shares and qualifying to list.
    Nasdaq proposes revising its initial listing requirements so that
they are based on the market value of unrestricted publicly held
shares, and therefore exclude restricted securities, in the following
rules:

----------------------------------------------------------------------------------------------------------------
                                                                                Current required market
           Rule No.                  Nasdaq Market tier             Security type                 value
----------------------------------------------------------------------------------------------------------------
5315(c)(1)-(3)...............  Global Select................  Primary Equity Security   (i) a total market value
                                                               of a Closed End           of the fund family of
                                                               Management Investment     at least $220 million;
                                                               Company Listed with a     (ii) an average market
                                                               Fund Family.              value of all funds in
                                                                                the fund family of at
                                                                                least $50 million; and
                                                                                (iii) a market of each
                                                                                fund in the fund family
                                                                                of at least $35
                                                                                million.
5315(f)(2)(A)-(D)............  Global Select................  Primary Equity            (i) at least $110
                                                               Securities.               million; (ii) at least
                                                                                $100 million, if the
                                                                                company has
                                                                                stockholders' equity of
                                                                                at least $110 million;
                                                                                (iii) at least $45
                                                                                million in the case of
                                                                                an initial public
                                                                                offering or spin-off;
                                                                                or (iv) at least $70
                                                                                million in the case of
                                                                                a closed end management
                                                                                investment company
                                                                                registered under the
                                                                                Investment Company Act
                                                                                of 1940.
IM-5315-1....................  Global Select................  Direct Listing of         (a) If the Company's
                                                               Primary Equity            security has had
                                                               Securities.               sustained recent
                                                                                trading in a Private
                                                                                Placement Market, the
                                                                                lesser of (i) the value
                                                                                calculable based on an
                                                                                independent third-party
                                                                                valuation and (ii) the
                                                                                value calculable based
                                                                                on the most recent
                                                                                trading price in a
                                                                                Private Placement
                                                                                Market; or (b)
                                                                                $250,000,000 for a
                                                                                security that has not
                                                                                had sustained recent
                                                                                trading in a Private
                                                                                Placement Market prior
                                                                                to listing.
5405(b)(1)(C)................  Global.......................  Primary Equity            At least $8 million
                                                               Securities.               (Income Standard).
5405(b)(2)(C)................  Global.......................  Primary Equity            At least $18 million
                                                               Securities.               (Equity Standard).
5405(b)(3)(B)................  Global.......................  Primary Equity            At least $20 million
                                                               Securities.               (Market Value
                                                                                Standard).
5405(b)(4)(B)................  Global.......................  Primary Equity            At least $20 million
                                                               Securities.               (Total Assets/Total
                                                                                Revenue Standard).
5415(a)(2)...................  Global.......................  Preferred Stock or        At least $4 million.
                                                               Secondary Classes of
                                                               Common Stock.
5505(b)(1)(B)................  Capital......................  Primary Equity            At least $15 million
                                                               Securities.               (Equity Standard).
5505(b)(2)(C)................  Capital......................  Primary Equity            At least $15 million
                                                               Securities.               (Market Value
                                                                                Standard).
5505(b)(3)(C)................  Capital......................  Primary Equity            At least $5 million (Net
                                                               Securities.               Income Standard).
5510(a)(4)...................  Capital......................  Preferred Stock or        At least $3.5 million.
                                                               Secondary Classes of
                                                               Common Stock.
5520(g)(2)...................  Capital......................  Subscription Receipts...  At least $100 million.
----------------------------------------------------------------------------------------------------------------

    As discussed above, Nasdaq believes that excluding restricted
securities from the calculation of market value of publicly held shares
will better reflect the liquidity of, and investor interest in, a
security and therefore will better protect investors. Specifically,
market value of publicly held shares is an indication of the size and
investor interest in a company. When restricted securities are included
in that calculation, a company could technically meet Nasdaq's
requirement without actually having sufficient investor interest,
resulting in a security that is illiquid. Less liquid securities may be
more susceptible to price manipulation, as a relatively small

amount of trading activity can have an inordinate effect on market
prices and a company's market value of publicly held shares.
    In addition to the above, Nasdaq proposes revising references to
``market value of publicly held shares'' to ``market value of
unrestricted publicly held shares'' in Rule 5226(b), which requires a
paired share unit listing on Nasdaq's Global Select or Global Select
Market tiers to satisfy the security-level requirements of Rule 5315 or
5405, including the market value of publicly held shares.\16\ Nasdaq
also proposes to revise Rule 5205(g) to reflect that the computation
for market value of unrestricted publicly held shares shall be as of
the date of the application of the company for all market tiers.\17\
Nasdaq also proposes revising Rule 5215(b) to state that in considering
whether an ADR satisfies the initial listing requirements, Nasdaq will
consider the market value of unrestricted publicly held shares of the
underlying security, and that in determining whether shares of the
underlying security are restricted for this purpose, Nasdaq will only
consider restrictions that prohibit the resale or trading of the
underlying security on the company's home country market, as discussed
below.
---------------------------------------------------------------------------

    \16\ Nasdaq is also proposing to capitalize defined terms in
Rule 5226(b) that were previously not capitalized for consistency
and in order to maintain an organized rule book structure.
    \17\ Rule 5205(g) currently states that ``The computation of
Publicly Held Shares and Market Value of Publicly Held Shares shall
be as of the date of application of the Company.''
---------------------------------------------------------------------------

C. Round Lot Holders
    Nasdaq is proposing to revise the listing criteria related to the
minimum number of round lot holders for companies seeking to initially
list primary equity securities (including ADRs), preferred stock,
secondary classes of common stock and warrants on the Exchange so that
they are based on holders of unrestricted securities. Currently, Nasdaq
defines a ``round lot holder'' as ``a holder of a Normal Unit of
Trading'' and notes that ``beneficial holders will be considered in
addition to holders of record.'' \18\ Nasdaq defines a ``round lot or
normal unit of trading'' as ``100 shares of a security unless, with
respect to a particular security, Nasdaq determines that a normal unit
of trading shall constitute other than 100 shares.'' \19\ A company is
required to have a minimum number of round lot holders in order to list
securities on the Exchange. While this is another measure of liquidity
designed to help assure that there will be sufficient investor interest
and trading to support price discovery once a security is listed, as
noted above, under the existing rule, all the shares held by a holder
could be restricted securities that do not contribute to liquidity.
---------------------------------------------------------------------------

    \18\ Currently, this is Nasdaq Rule 5005(a)(39) but will be
converted to Nasdaq Rule 5005(a)(40).
    \19\ Currently, this is Nasdaq Rule 5005(a)(38) but will be
converted to Nasdaq Rule 5005(a)(39).
---------------------------------------------------------------------------

    To address this concern, Nasdaq is proposing to revise the
definition of ``round lot holder'' to mean a holder of a normal unit of
trading of unrestricted securities. This change will impact the
following rules:

----------------------------------------------------------------------------------------------------------------
                                                                                Current required number
           Rule No.                  Nasdaq Market tier             Security type         of round lot holders
----------------------------------------------------------------------------------------------------------------
5315(f)(1)(C)................  Global Select................  Primary Equity Security.  At least 450 round lot
                                                                                holders or a minimum
                                                                                number of total
                                                                                holders.
5405(a)(3)...................  Global.......................  Primary Equity Security.  At least 400.
5410(d)......................  Global.......................  Warrants................  At least 400 unless such
                                                                                warrants are listed in
                                                                                connection with an
                                                                                initial firm commitment
                                                                                underwritten public
                                                                                offering.
5415(a)(4)...................  Global.......................  Preferred Stock or        At least 100.
                                                               Secondary Class of
                                                               Common Stock.
5505(a)(3)...................  Capital......................  Primary Equity            At least 300.
                                                               Securities.
5510(a)(2)...................  Capital......................  Preferred Stock or        At least 100.
                                                               Secondary Class of
                                                               Common Stock.
5515(a)(4)...................  Capital......................  Warrants................  At least 400 unless such
                                                                                warrants are listed in
                                                                                connection with an
                                                                                initial firm commitment
                                                                                underwritten public
                                                                                offering.
5520(g)(4)...................  Capital......................  Subscription Receipts...  At least 400.
----------------------------------------------------------------------------------------------------------------

    As a result of these changes, a holder of only restricted
securities would not be considered in the round lot holder count.
Nasdaq believes that these amendments will help ensure adequate
distribution and investor interest in a listed security, which will
result in a more liquid trading market and which will better protect
investors. Illiquid securities may trade infrequently, in a more
volatile manner and with a wider bid-ask spread, all of which may
result in trading at a price that may not reflect their true market
value. Less liquid securities also may be more susceptible to price
manipulation, as a relatively small amount of trading activity can have
an inordinate effect on market prices.
    In addition to the above, Nasdaq proposes revising references to
``holder'' to ``round lot holders'' in Rule 5226(b), which requires a
paired share unit applying to list on the Nasdaq Global Select or
Global Market tiers to meet the security-level requirements of Rule
5315 or 5405, which includes the number of round lot holders. Nasdaq
also proposes revising Rule 5215(b) to state that in considering
whether an ADR satisfies this proposed change that determination of
round lot holders be based on holders of unrestricted securities,
Nasdaq will consider whether round lot holders of the underlying
security hold unrestricted shares of that underlying security, and that
in determining whether shares of the underlying security are restricted
for this purpose, Nasdaq will only consider restrictions that prohibit
the resale or trading of the underlying security on the company's home
country market, as discussed below. Nasdaq will also apply the new
minimum value requirement for round lot holders to the underlying
security, as proposed below, in addition to the minimum number of round
lot holders required by the applicable tier that the company is seeking
to list on.
D. American Depositary Receipts
    Lastly, Nasdaq proposes to revise Rule 5215(b) to specify how these
new requirements apply to ADRs. Specifically, as under the current rule
for calculating publicly held shares, market value of publicly held
shares, and round lot holders, Nasdaq will

continue to consider the underlying security in calculating the
unrestricted publicly held shares and market value of unrestricted
publicly held shares and in calculating the new definition of a round
lot holder. In determining whether shares of the underlying security
are ``restricted'' for these purposes, only restrictions that prohibit
the resale or trading of the underlying security on the company's home
country market would result in those securities being considered
restricted for purposes of the proposed rules. Thus, if the
restrictions provided as examples in the new definition of ``restricted
securities'' would restrict the underlying security from being freely
sold or tradable on its home country market, Nasdaq would also consider
such restrictions when calculating ``unrestricted publicly held
shares.'' Nasdaq believes that this is appropriate because the purpose
of the Initial Liquidity Calculations, and the proposed changes
described herein, is to establish investor interest in the company and
ensure adequate liquidity and distribution of the company's underlying
security on its home country market, which is held by the depositary
bank and represented by the ADR. For this reason, existing Rule 5215(b)
currently looks to the underlying security when calculating publicly
held shares, market value of publicly held shares, round lot and public
holders and it is similarly appropriate to consider whether or not the
underlying security is freely tradable in its home country market when
determining unrestricted publicly held shares, market value of
unrestricted publicly held shares, and round lot holders. Excluding
securities that are only restricted from resale or trading in the
United States would be not be an appropriate measure of investor
interest in or liquidity of the underlying security because the
underlying security will not be listed or trading in the U.S.\20\
Moreover, applying the new definition of restricted securities to
securities trading on a foreign market, if the securities trading on
the home country market are not already restricted by the examples set
forth in the new definition of restricted securities, would unduly
impose the requirements of a U.S. national securities exchange on those
securities, which will not be listed in the U.S.
---------------------------------------------------------------------------

    \20\ For example, the underlying security may not be eligible to
trade in the U.S., but that would not cause all shares of that
security to be considered restricted if they are freely tradable on
the company's home country market.
---------------------------------------------------------------------------

    In addition, Nasdaq proposes to revise the reference to Form S-12
in Rule 5215(b) to Form F-6 in order to refer to the current form
required by the Commission to register ADRs under the Securities Act of
1933.\21\
---------------------------------------------------------------------------

    \21\ Securities Exchange Act Release No. 34-19612 (March 18,
1983), 48 FR 12346 (March 24, 1983).
---------------------------------------------------------------------------

II. Minimum Value Requirement for Holders
    Nasdaq is also proposing to revise the listing rules related to
round lot holders listed in Part I.C, above, except for those
applicable to listing warrants, to impose a new requirement related to
the minimum investment amount held by shareholders. Under the current
definition of a round lot, a shareholder may be considered a round lot
holder by holding exactly 100 shares, which would be worth only $400 in
the case of a stock that is trading at the minimum bid price of $4 per
share.\22\ Nasdaq believes that this minimal investment is not an
appropriate representation of investor interest to support a listing on
a national securities exchange. To address this concern, Nasdaq
proposes to require that for initial listing at least 50% of a
company's required round lot holders must each hold shares with a
market value of at least $2,500. Nasdaq does not propose to impose this
requirement on initial listings of warrants, however, because warrants
do not have a minimum price requirement and may have little value at
the time of issuance.\23\ Nonetheless, warrants are often issued as
part of a unit and the common stock component of the unit would be
required to satisfy the minimum value requirement. Further, in all
cases, the security underlying a warrant must be listed on Nasdaq or be
a covered security, as defined in Section 18(b) of the Securities Act
of 1933.\24\ Nasdaq has not observed problems with the trading of
warrants.
---------------------------------------------------------------------------

    \22\ On the Nasdaq Capital Market, certain companies are also
eligible to list at $2 or $3 and the minimum value held by such a
holder would be only $200 or $300, respectively. See Listing Rule
5505(a)(1)(B).
    \23\ Warrants issued as part of a unit must satisfy the initial
listing requirements for warrants applying to list on the applicable
market tier in accordance with Rule 5225.
    \24\ 15 U.S.C. 77r(b).
---------------------------------------------------------------------------

    Nasdaq believes that adopting this amendment will help ensure that
a majority of the required minimum number of shareholders hold a
meaningful value of stock and that a company has sufficient investor
interest to support an exchange listing.
III. Average Daily Trading Volume
    Nasdaq is proposing to adopt an additional initial listing criteria
for primary equity securities (including ADRs), preferred stock,
secondary classes of common stock and paired share units, previously
trading OTC. The new rules will require such securities to have a
minimum average daily trading volume over the 30 trading days prior to
listing of at least 2,000 shares a day (including on the primary market
with respect to an ADR), with trading occurring on more than half of
those 30 days (i.e., at least 16 days). Nasdaq believes that this will
help ensure a liquid trading market, promote price discovery and
establish an appropriate market price for the listed securities.
    Nasdaq is proposing to implement this new requirement by making
identical amendments to Rule 5315(e) to add a new Rule 5315(e)(4); Rule
5405(a) to add a new Rule 5404(a)(4); Rule 5415(a) to add a new Rule
5415(a)(6); Rule 5505(a) to add a new Rule 5505(a)(5); and Rule 5510(a)
to add a new Rule 5510(a)(6). In connection with the foregoing
amendments, Nasdaq is proposing to revise the cross-references in Rules
5415(a) and 5510(a) to add new Rules 5415(a)(6) and 5510(a)(6),
respectively, and renumber the remaining provisions of Rule 5505(a) to
maintain an organized rule structure. In addition, Nasdaq is proposing
to revise Rule 5226(b) to clarify that the average daily trading volume
requirement would apply to companies seeking to list paired share units
on the Exchange.
    As noted above, the average daily trading volume requirement will
also apply to ADRs. Currently, Nasdaq considers the underlying security
of an ADR when determining annual income from continuing operations,
publicly held shares, market value of publicly held shares,
stockholders' equity, round lot or public holders, operating history,
market value of listed securities, total assets and total revenue.
Nasdaq is proposing [sic] amend Rule 5215(b) to state that the average
daily trading volume of the underlying security of an ADR will be
considered in the Exchange's computations for this new requirement too.
Nasdaq believes that this will help demonstrate adequate investor
interest in the company and the underlying security, which will help
promote price discovery and establish an appropriate market price for
the ADR.\25\
---------------------------------------------------------------------------

    \25\ ADR shares trade separately from the underlying securities,
and often have slightly different values. However, ADR share values
usually track closely with the value of the underlying security.
---------------------------------------------------------------------------

    Nasdaq is proposing to adopt an exemption from the proposed average
daily trading volume requirement for securities (including ADRs) listed
in connection with a firm commitment

underwritten public offering of at least $4 million. Nasdaq believes
that the sale of securities in an underwritten public offering provides
an additional basis for believing that a liquid trading market will
likely develop for such securities after listing, since the offering
process is designed to promote appropriate price discovery. Moreover,
the underwriters in a firm commitment underwritten public offering will
also generally make a market in the securities for a period of time
after the offering, assisting in the creation of a liquid trading
market. For these reasons, in part, Nasdaq's rules already provide
similar exemptions in other situations involving a firm commitment
underwritten offering.\26\ Nasdaq believes that the process of a firm
commitment underwritten offering similarly supports an exception from
the proposed average daily trading volume requirement. Nasdaq also
notes that the same volume requirement is being proposed for each of
Nasdaq's Global Select, Global and Capital Market tiers, and that it is
therefore appropriate to base the exemption on the same minimum $4
million offering in each case, notwithstanding the different listing
criteria generally applicable to companies seeking to list on each
tier. Finally, Nasdaq believes that the proposed minimum $4 million
firm commitment underwritten public offering is large enough to
represent a fundamental change in how the company will trade following
the offering, such that the prior trading volume will not be
representative of the volume following the offering. In that regard,
Nasdaq notes that the minimum $4 million offering would be sufficient
to satisfy Nasdaq's one million share public float requirement at the
minimum $4 price for listing on Capital Market. This exemption will be
included in new Rules 5315(e)(4), 5404(a)(4), 5415(a)(6), 5505(a)(5),
and 5510(a)(6).
---------------------------------------------------------------------------

    \26\ For example, Rules 5410(d) and 5515(a)(4) provide an
exemption from the minimum round lot holder requirement for warrants
listed in connection with an initial firm commitment underwritten
public offering. Rule 5110(c)(3) provides an exemption from the
requirements applicable to a company that was formed by a reverse
merger if the company completes a firm commitment underwritten
public offering where the gross proceeds to the company will be at
least $40 million.
---------------------------------------------------------------------------

    Nasdaq proposes that this change be effective 30 days after
approval by the SEC. Nasdaq notes that it had originally solicited
comment on a similar proposal in October 2018,\27\ which provided
companies with notice that Nasdaq was considering adopting the proposed
changes to the Exchange's Initial Liquidity Calculations. The proposed
30-day delay from approval until operation of the proposed rule will
allow companies a short opportunity to complete an offering or
transaction before the new rules become effective if they have
substantially completed the Nasdaq review process or are near
completion of an offering or transaction, and have relied on the
existing rules.
---------------------------------------------------------------------------

    \27\ See https://listingcenter.nasdaq.com/assets/Liquidity_Measures_Comment_Solicitation.pdf.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\28\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\29\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest, as set forth below. Further, the Exchange believes that this
proposal is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b).
    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission has previously opined on the importance of
meaningful listing standards for the protection of investors and the
public interest.\30\ In particular, the Commission stated:

    \30\ Securities Exchange Act Release No. 65708 (November 8,
2011), 76 FR 70799 (November 15, 2011) (approving SR-Nasdaq-2011-073
adopting additional listing requirements for companies applying to
list after consummation of a ``reverse merger'' with a shell
company).
---------------------------------------------------------------------------

    Among other things, listing standards provide the means for an
exchange to screen issuers that seek to become listed, and to
provide listed status only to those that are bona fide companies
with sufficient public float, investor base, and trading interest
likely to generate depth and liquidity sufficient to promote fair
and orderly markets. Meaningful listing standards also are important
given investor expectations regarding the nature of securities that
have achieved an exchange listing, and the role of an exchange in
overseeing its market and assuring compliance with its listing
standards.\31\

    \31\ Id. at 70802.
---------------------------------------------------------------------------

    As described below, Nasdaq believes that the proposed rule changes
in this filing are consistent with the investor protection requirement
of Section 6(b)(5) of the Act because they each will enable Nasdaq to
help ensure that issuers seeking to list on the Exchange have
sufficient public float, investor base, and trading interest likely to
generate depth and liquidity. Illiquid securities may trade
infrequently, in a more volatile manner and with a wider bid-ask
spread, all of which may result in trading at a price that may not
reflect their true market value. Less liquid securities also may be
more susceptible to price manipulation, as a relatively small amount of
trading activity can have an inordinate effect on market prices.
I. Restricted Securities
    The proposed amendments will adopt new definitions of ``restricted
securities'' and ``unrestricted securities'' in order to exclude
securities that are subject to resale restrictions from the Exchange's
Initial Liquidity Calculations. The Exchange believes that these
amendments will bolster the Exchange's quantitative shareholder
requirements, and as a result, better reflect and safeguard the
liquidity of a security. The Commission has previously noted the
importance of adequate liquidity in a security and the consequences for
investors when a security is thinly traded. In In the Matter of the
Application of Rocky Mountain Power Company, the Commission observed:

    We note that the requirement concerning the number of
shareholders is not only an important listing criterion but is also
a standard used in conjunction with other standards to ensure that a
stock has the investor following and liquid market necessary for
trading. In response to the Panel's questions, the Company's
president acknowledged that the market for Rocky Mountain's shares
would be initially ``very, very small,'' and that fewer than 20,000
of the Company's over 700,000 shares outstanding were freely
tradeable. While Rocky Mountain, as a technical matter, complied
with the shareholder requirement, it failed to demonstrate an
adequate market for its shares, which is at the heart of this and
other [Nasdaq] inclusion requirements.\32\
---------------------------------------------------------------------------

    \32\ See Rocky Mountain Power Co., Securities Exchange Act
Release No. 40648, 1998 SEC LEXIS 2422; 53 SEC. 979 (November 9,
1998).

    Nasdaq believes that adopting the new definitions of restricted
securities and unrestricted securities will promote just and equitable
principles of trade, remove impediments to and perfect the mechanism of
a free and open market and a national market system, and protect
investors and the public interest because securities subject to resale
restrictions are not freely transferrable and therefore excluding
restricted securities from the Exchange's Initial Liquidity
Calculations will help ensure that Nasdaq lists only companies with
liquid securities and sufficient investor interest to support an
exchange listing meeting the Exchange's listing criteria, which will
better protect investors.

A. Publicly Held Shares
    The proposed amendments will adopt a new definition of
``unrestricted publicly held shares'' which excludes restricted
securities and revise Nasdaq's initial listing standards to conform the
minimum number of publicly held shares to the new definition. Nasdaq
believes that these changes will promote just and equitable principles
of trade, remove impediments to and perfect the mechanism of a free and
open market and a national market system, and protect investors and the
public interest because it will help ensure that a security to be
listed has adequate liquidity and is thus suitable for listing and
trading on an exchange, which will reduce trading volatility and price
manipulation, thereby protecting investors and the public interest.
B. Market Value of Publicly Held Shares
    The proposed amendments will revise the definition of ``market
value'' to exclude restricted securities from the calculation of
``market value of unrestricted publicly held shares'' and revise
Nasdaq's initial listing standards to conform the minimum market value
to the new definition. Nasdaq believes that these changes will promote
just and equitable principles of trade, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and protect investors and the public interest because it will
help ensure that a security to be listed has adequate liquidity and
investor interest and is thus suitable for listing and trading on an
exchange, which will reduce trading volatility and price manipulation,
thereby protecting investors and the public interest.
C. Round Lot Holders
    The proposed amendments will exclude restricted securities from the
calculation of the number of round lot holders required to meet the
Exchange's initial listing criteria by revising the definition of
``round lot holder'' to exclude restricted securities. Nasdaq believes
that this amendment will promote just and equitable principles of
trade, remove impediments to and perfect the mechanism of a free and
open market and a national market system, and protect investors and the
public interest by helping ensure adequate distribution, shareholder
interest and a liquid trading market of a security.
D. American Depositary Receipts
    The proposed amendments will modify Nasdaq's rules to state that
when considering the security underlying an ADR, Nasdaq will only
consider restrictions that prohibit the resale or trading of the
underlying security on the company's home country market. However, any
restrictions, including those provided as examples in the new
definition of ``restricted securities,'' which would restrict the
underlying security from being freely sold or tradable on its home
country market would be considered by Nasdaq when calculating
``unrestricted publicly held shares.'' Nasdaq believes that this is
appropriate because the purpose of the Initial Liquidity Calculations,
and the proposed changes described herein, is to establish investor
interest in the company and ensure adequate liquidity and distribution
of the company's underlying security on its home country market, which
is held by the depositary bank and represented by the ADR. For this
reason, existing Rule 5215(b) currently looks to the underlying
security when calculating publicly held shares, market value of
publicly held shares, round lot and public holders and it is similarly
appropriate to consider whether or not the underlying security is
freely tradable in its home country market when determining
unrestricted publicly held shares, market value of unrestricted
publicly held shares, and round lot holders. Excluding securities that
are only restricted from resale or trading in the United States would
be not be an appropriate measure of investor interest in or liquidity
of the underlying security because the underlying security will not be
listed or trading in the U.S. Moreover, applying the new definition of
restricted securities to securities trading on a foreign market, if the
securities trading on the home country market are not already
restricted by the examples set forth in the new definition of
restricted securities, would unduly impose the requirements of a U.S.
national securities exchange on those securities, which will not be
listed in the U.S. For the foregoing reasons, Nasdaq believes that this
provision will promote just and equitable principles of trade, remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and protect investors and the public
interest.
    Further, the Exchange believes that this provision is not designed
to permit unfair discrimination between customers, issuers, brokers, or
dealers. While the Exchange's Initial Liquidity Calculations for ADRs
would be calculated differently than other securities, these
differences are not unfair because they recognize the unique structure
of ADRs, as already reflected in the existing treatment of ADRs under
Nasdaq's rules, where Nasdaq looks to the underlying security in order
to ensure sufficient investor interest and adequate liquidity and
distribution of the company's underlying security, which is represented
by the ADR.
II. Minimum Value Requirement for Holders
    The Exchange proposes adopting a new requirement that at least 50%
of a company's round lot holders hold securities with a market value of
at least $2,500. Nasdaq believes that the proposed $2,500 minimum value
is reasonable because the Exchange has noticed problems with companies
listing where a large number of round lot holders hold exactly 100
shares, which would be worth only $400 in the case of a stock that is
trading at the minimum bid price of $4 per share, or as little as $200
in the case of a stock listing under the alternative price criteria.
Nasdaq notes that the proposed $2,500 threshold is from 6.5 times to
12.5 times larger than the existing minimum investment, and Nasdaq
believes that this increased amount is a more appropriate
representation of genuine investor interest in the company and will
make it more difficult to circumvent the requirement through share
transfers for no value. As such, Nasdaq believes that these amendments
will promote just and equitable principles of trade, remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and protect investors and the public interest by
requiring more than half of the required number of shareholders hold a
more significant investment in the company, and that the company will
therefore have an adequate distribution, shareholder interest and a
liquid trading market of a security.
    Nasdaq does not propose to impose this requirement on the initial
listings of warrants because warrants do not have a minimum price
requirement and may have little value at the time of issuance. The
value of warrants is derived from the value of the underlying security,
which must be listed on Nasdaq or be a covered security and Nasdaq has
not observed problems with the trading of warrants. As such, Nasdaq
believes that it is not unfairly discriminatory to treat warrants
differently under this proposal and that excluding warrants avoids
imposing an unnecessary impediment to the mechanism of a free and open
market.

III. Average Daily Trading Volume
    The proposed amendments will generally impose a minimum average
daily trading volume over the 30 trading days prior to listing of at
least 2,000 shares a day (including on the primary market with respect
to an ADR), with trading occurring on more than half of those 30 days
(i.e., at least 16 days). This will apply to primary equity securities,
preferred stock, secondary classes of common stock and ADRs previously
trading OTC that apply to list on the Exchange. Nasdaq believes this
proposed change will promote just and equitable principles of trade,
remove impediments to and perfect the mechanism of a free and open
market and a national market system, and protect investors and the
public interest by helping to assure adequate liquidity and price
discovery of a security. The Exchange believes that companies trading
at least 2,000 shares a day over a period of 30 trading days prior to
listing, with trading occurring on more than half of those 30 days, can
demonstrate sufficient investor interest to support sustained trading
activity when listed on a national stock exchange.
    The proposed rule change will provide a limited exemption to this
requirement for securities (including ADRs) listed in connection with a
firm commitment underwritten public offering of at least $4 million.
Nasdaq believes that it is consistent with the protection of investors
and the public interest, and not unfairly discriminatory, to exempt
from the proposed average daily trading volume requirement securities
satisfying this exemption because underwriters facilitate appropriate
price discovery and will generally make a market in the securities for
a period of time after the offering, assisting in the creation of a
liquid trading market. Further, Nasdaq believes that this exemption is
consistent with the protection of investors and the public interest,
and not unfairly discriminatory, because the proposed minimum $4
million firm commitment underwritten public offering is large enough to
represent a fundamental change in how the company will trade following
the offering, such that the prior trading volume will not be
representative of the volume following the offering.
    Under the proposed rule, Nasdaq would consider trading in the
security underlying an ADR in determining whether a foreign company
seeking to list ADRs satisfies the requirement. Nasdaq believes that
this distinction is not unfairly discriminatory because the trading
volume in the underlying security represents interest in the company's
security and that interest is reasonably likely to be indicative of
investor interest in the ADR.

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. All domestic and foreign
companies seeking to list primary equity securities, preferred stock,
secondary classes of common stock or subscription receipts would be
affected in the same manner by these changes, across all market tiers.
As discussed above, companies listing ADRs would be treated differently
in some respects than companies listing other primary equity
securities, but those differences reflect the unique characteristics of
ADRs and does [sic] not impose an unnecessary burden on competition.
    To the extent that companies prefer listing on a market with these
proposed listing standards, other exchanges can choose to adopt similar
enhancements to their requirements. As such, these changes are neither
intended to, nor expected to, impose any burden on competition between
exchanges.

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

    On October 5, 2018, Nasdaq launched a formal comment solicitation
on proposals to exclude restricted securities from the Exchange's
Initial Liquidity Calculations and adopt a new initial listing criteria
related to prior trading volume for securities that are currently
trading OTC (``2018 Solicitation''), a copy of which is attached hereto
as Exhibit 2.\33\ No comments were received in response to the comment
solicitation.
---------------------------------------------------------------------------

    \33\ The Commission notes that Exhibit 2 is attached to the
Exchange's Form 19b-4 relating to the proposed rule change and not
to this notice.
---------------------------------------------------------------------------

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (a) By order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NASDAQ-2019-009 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-2019-009. 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-NASDAQ-2019-009, and should be submitted
on or before April 30, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

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

Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-06935 Filed 4-8-19; 8:45 am]
 BILLING CODE 8011-01-P