[Federal Register Volume 80, Number 228 (Friday, November 27, 2015)]
[Notices]
[Pages 74151-74153]
[FR Doc No: 2015-30087]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76498; File No. SR-CBOE-2015-105]

Self-Regulatory Organizations; Chicago Board Options Exchange,
Incorporated; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend the Fees Schedule

November 20, 2015.
    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 November 16, 2015, Chicago Board Options Exchange, Incorporated
(the ``Exchange''

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

    The Exchange proposes to amend its Fees Schedule. The text of the
proposed rule change is available on the Exchange's Web site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), 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. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its Fees Schedule, effective
November 16, 2015. Specifically, the Exchange proposes to amend the
Fees Schedule with respect to Qualified Contingent Cross (``QCC'') \3\
orders. Currently, the Fees Schedule provides for a transaction fee for
all non-customer QCC orders of $0.15 per contract side (customer orders
are not assessed a charge) and a $0.10 per contract credit for the
initiating order side, regardless of origin code.\4\ The Exchange first
proposes to increase the fee for QCC transactions from $0.15 per
contract to $0.17 per contract for all non-customer orders. The
Exchange notes that the proposed increase is in line with other
exchanges.\5\
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    \3\ A QCC order is comprised of an order to buy or sell at least
1,000 contracts (or 10,000 mini-option contracts) that is identified
as being part of a qualified contingent trade, coupled with a
contra-side order or orders totaling an equal number of contracts.
    \4\ The Exchange notes that the $0.10 per contract credit is not
be available for customer-to-customer transactions.
    \5\ See e.g., NASDAQ OMX PHLX LLC (``PHLX'') Pricing Schedule,
Section II, QCC Transaction Fees.
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    Next, the Exchange proposes to provide that the maximum credit paid
shall not exceed $350,000 per month per Trading Permit Holder
(``TPH''). The Exchange notes that it will aggregate the credits of
affiliated TPHs (TPHs with at least 75% common ownership between the
firms as reflected on each firm's Form BD, Schedule A) for purposes of
determining whether a TPH has met the QCC credit cap. The Exchange
believes that, while limiting the amount of rebate that a market
participant can receive, the current QCC rebate will continue to
incentivize market participants to seek to obtain the highest rebate
possible. The Exchange also notes that other Exchanges have similar
caps on rebates offered for QCC transactions.\6\
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    \6\ See e.g., PHLX Pricing Schedule, Section II, QCC Transaction
Fees and NSYE Amex Options Fees Schedule (``Amex''), Section IE,
Qualified Contingent Cross (``QCC'') Fees and Credits for Standard
Options and Mini Options.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act. Specifically, the Exchange
believes the proposed rule change is consistent with the Section
6(b)(5) requirements that the rules of an exchange be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitation transactions
in securities, 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. Additionally, the Exchange
believes the proposed rule change is consistent with Section 6(b)(4) of
the Act, which requires that Exchange rules provide for the equitable
allocation of reasonable dues, fees, and other charges among its
Trading Permit Holders and other persons using its facilities.
    The Exchange believes the proposed increase to the transaction fee
for QCC orders is reasonable because the proposed amount is in line
with the amount assessed at other Exchanges for similar
transactions.\7\ Additionally, the proposed fee increase would be
charged to all non-customers alike. Assessing QCC rates to all market
participants except customers is equitable and not unfairly
discriminatory because Customer order flow enhances liquidity on the
Exchange for the benefit of all market participants. Specifically,
Customer liquidity benefits all market participants by providing more
trading opportunities, which attracts Market-Makers. An increase in the
activity of these market participants in turn facilitates tighter
spreads, which may cause an additional corresponding increase in order
flow from other market participants. By exempting customer orders, the
QCC transaction fees will not discourage the sending of customer
orders.
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    \7\ See e.g., PHLX Pricing Schedule, Section II, QCC Transaction
Fees and NSYE Amex Options Fees Schedule, Section I.E, Qualified
Contingent Cross (``QCC'') Fees and Credits for Standard Options and
Mini Options.
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    The Exchange believes the proposed QCC credit cap is reasonable,
equitable and not unfairly discriminatory because it is in line with
similar caps on rebates paid for QCC transactions at other exchanges
\8\ and because all TPHs would be uniformly capped at $350,000 per
month. The Exchange also believes it's reasonable, equitable and not
unfairly discriminatory to provide that it will aggregate the credits
of affiliated TPHs to determine whether the credit cap has been met, as
the Exchange believes this should prevent TPHs from dividing up their
orders to different affiliates in order to avoid meeting the cap and it
would apply to all TPHs.
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    \8\ Id.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will
impose any burden on competition that are not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange does not
believe that the proposed rule change will impose any burden on
intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act, because the proposes [sic] rule
changes apply uniformly to all Trading Permit Holders. The Exchange
believes this proposal will not cause an unnecessary burden on
intermarket competition because it only affects trading on CBOE. To the
extent that the proposed changes make CBOE a more attractive
marketplace for market participants at other exchanges, such market
participants are welcome to become CBOE market participants.
Additionally,

the Exchange notes that it operates in a highly competitive market,
comprised of thirteen options exchanges, in which market participants
can easily and readily direct order flow to competing venues if they
deem fee levels at a particular venue to be excessive or rebates to be
inadequate.

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

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

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 \9\ and paragraph (f) of Rule 19b-4 \10\
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.
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f).
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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-CBOE-2015-105 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-CBOE-2015-105. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site 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 offices of the Exchange.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-CBOE-2015-105,
and should be submitted on or before December 18, 2015.
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    \11\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-30087 Filed 11-25-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 125 (Wednesday, June 29, 2011)]
[Notices]
[Pages 38160-38162]
[FR Doc No: 2011-16042]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPP-2011-0357, FRL-8878-5]

Pesticide Products; Registration Applications

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: EPA has received applications to register pesticide products
containing an active ingredient not included in any previously
registered pesticide products. Pursuant to the provisions of section
3(c)(4) of the Federal Insecticide, Fungicide, and Rodenticide Act
(FIFRA), EPA is hereby providing notice of receipt and opportunity to
comment on these applications.

DATES: Comments must be received on or before July 29, 2011.

ADDRESSES: Submit your comments, identified by docket identification
(ID) number EPA-HQ-OPP-2011-0357, by one of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov.
Follow the on-line instructions for submitting comments.
     Mail: Office of Pesticide Programs (OPP) Regulatory Public
Docket (7502P), Environmental Protection Agency, 1200 Pennsylvania
Ave., NW., Washington, DC 20460-0001.
     Delivery: OPP Regulatory Public Docket (7502P),
Environmental Protection Agency, Rm. S-4400, One Potomac Yard (South
Bldg.), 2777 S. Crystal Dr., Arlington, VA. Deliveries are only
accepted during the Docket

Facility's normal hours of operation (8:30 a.m. to 4 p.m., Monday
through Friday, excluding legal holidays). Special arrangements should
be made for deliveries of boxed information. The Docket Facility
telephone number is<PHONE_NUMBER>.
    Instructions: Direct your comments to docket ID number EPA-HQ-OPP-
2011-0357. EPA's policy is that all comments received will be included
in the docket without change and may be made available on-line at
http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through regulations.gov or e-
mail. The regulations.gov Web site is an ``anonymous access'' system,
which means EPA will not know your identity or contact information
unless you provide it in the body of your comment. If you send an e-
mail comment directly to EPA without going through regulations.gov,
your e-mail address will be automatically captured and included as part
of the comment that is placed in the docket and made available on the
Internet. If you submit an electronic comment, EPA recommends that you
include your name and other contact information in the body of your
comment and with any disk or CD-ROM you submit. If EPA cannot read your
comment due to technical difficulties and cannot contact you for
clarification, EPA may not be able to consider your comment. Electronic
files should avoid the use of special characters, any form of
encryption, and be free of any defects or viruses.
    Docket: All documents in the docket are listed in the docket index
available at http://www.regulations.gov. Although listed in the index,
some information is not publicly available, e.g., CBI or other
information whose disclosure is restricted by statute. Certain other
material, such as copyrighted material, is not placed on the Internet
and will be publicly available only in hard copy form. Publicly
available docket materials are available either in the electronic
docket at http://www.regulations.gov, or, if only available in hard
copy, at the OPP Regulatory Public Docket in Rm. S-4400, One Potomac
Yard (South Bldg.), 2777 S. Crystal Dr., Arlington, VA. The hours of
operation of this Docket Facility are from 8:30 a.m. to 4 p.m., Monday
through Friday, excluding legal holidays. The Docket Facility telephone
number is<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Gene Benbow, Registration Division
(7505P), Office of Pesticide Programs, Environmental Protection Agency,
1200 Pennsylvania Ave., NW., Washington, DC 20460-0001; telephone
number:<PHONE_NUMBER>; e-mail address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this action apply to me?

    You may be potentially affected by this action if you are an
agricultural producer, food manufacturer, or pesticide manufacturer.
Potentially affected entities may include, but are not limited to:
     Crop production (NAICS code 111).
     Animal production (NAICS code 112).
     Food manufacturing (NAICS code 311).
     Pesticide manufacturing (NAICS code 32532).
    This listing is not intended to be exhaustive, but rather provides
a guide for readers regarding entities likely to be affected by this
action. Other types of entities not listed in this unit could also be
affected. The North American Industrial Classification System (NAICS)
codes have been provided to assist you and others in determining
whether this action might apply to certain entities. If you have any
questions regarding the applicability of this action to a particular
entity, consult the person listed under FOR FURTHER INFORMATION
CONTACT.

B. What should I consider as I prepare my comments for EPA?

    1. Submitting CBI. Do not submit this information to EPA through
regulations.gov or e-mail. Clearly mark the part or all of the
information that you claim to be CBI. For CBI information in a disk or
CD-ROM that you mail to EPA, mark the outside of the disk or CD-ROM as
CBI and then identify electronically within the disk or CD-ROM the
specific information that is claimed as CBI. In addition to one
complete version of the comment that includes information claimed as
CBI, a copy of the comment that does not contain the information
claimed as CBI must be submitted for inclusion in the public docket.
Information so marked will not be disclosed except in accordance with
procedures set forth in 40 CFR part 2.
    2. Tips for preparing your comments. When submitting comments,
remember to:
    i. Identify the document by docket ID number and other identifying
information (subject heading, Federal Register date and page number).
    ii. Follow directions. The Agency may ask you to respond to
specific questions or organize comments by referencing a Code of
Federal Regulations (CFR) part or section number.
    iii. Explain why you agree or disagree; suggest alternatives and
substitute language for your requested changes.
    iv. Describe any assumptions and provide any technical information
and/or data that you used.
    v. If you estimate potential costs or burdens, explain how you
arrived at your estimate in sufficient detail to allow for it to be
reproduced.
    vi. Provide specific examples to illustrate your concerns and
suggest alternatives.
    vii. Explain your views as clearly as possible, avoiding the use of
profanity or personal threats.
    viii. Make sure to submit your comments by the comment period
deadline identified.

II. Registration Applications

    EPA has received applications to register pesticide products
containing an active ingredient not included in any previously
registered pesticide products. Pursuant to the provisions of section
3(c)(4) of FIFRA, EPA is hereby providing notice of receipt and
opportunity to comment on these applications. Notice of receipt of
these applications does not imply a decision by the Agency on these
applications.
    1. File Symbol: 59639-RIN. Applicant: Valent U.S.A. Corporation.
1600 Riviera Ave., Suite 200. Walnut Creek, CA 94596. Product name: V-
10135 Technical Fungicide. Active ingredient: Fungicide and
fenpyrazamine at 96.6%. Proposed classification/Use: Fungicide for
formulation use only.
    2. File Symbol: 59639-RTO. Applicant: Valent U.S.A. Corporation.
1600 Riviera Ave., Suite 200. Walnut Creek, CA 94596. Product name:
V10135 4 SC Fungicide. Active ingredient: Fungicide and fenpyrazamine
at 43.6%. Proposed classification/Use: For control of certain diseases
in almond, grape (small fruit vine climbing group, except fuzzy
kiwifruit), lettuce (head and leaf), strawberry (low growing berry
subgroup) and ornamentals.

List of Subjects

    Environmental protection, Pesticides and pest.

    Dated: June 16, 2011.
Lois Rossi,
Director, Registration Division, Office of Pesticide Programs.
[FR Doc. 2011-16042 Filed 6-24-11; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 85, Number 98 (Wednesday, May 20, 2020)]
[Notices]
[Pages 30755-30759]
[FR Doc No: 2020-10818]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88875; File No. SR-NYSE-2020-43]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt New Section 312.03T of the NYSE Listed Company Manual To Provide
a Temporary Exception Through June 30, 2020 From the Application of
Certain Shareholder Approval Requirements Set Forth in Sections 312.03
and 303A.08 of the Manual

May 14, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on May 13, 2020, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to [sic] new Section 312.03T of the NYSE
Listed Company Manual (the ``Manual'') to provide a temporary exception
through June 30, 2020 from the application of certain of the
shareholder approval requirements set forth in Sections 312.03 and
303A.08 of the Manual. The proposed rule change is available on the
Exchange's website at www.nyse.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 self-regulatory organization
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 those 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 parts of such statements.

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

1. Purpose
    The Exchange proposes new Section 312.03T of the Manual to provide
a temporary exception through June 30, 2020 from the application of
certain of the shareholder approval requirements under Sections 312.03
and 303A.08 as described below.
    The U.S. and global economies have experienced unprecedented
disruption as a result of the ongoing spread of COVID-19, including
severe limitations on companies' ability to operate their businesses,
dramatic market declines and volatility in the U.S. and global equity
markets, and severe disruption in the credit markets. Many listed
companies are experiencing urgent liquidity needs during this period of
crisis due to lost revenues and maturing debt obligations. In these
circumstances, listed companies frequently need to access additional
capital that may not be available in the public equity or credit
markets.
    In response to this unprecedented emergency and to facilitate
companies in quickly accessing necessary capital, the Exchange proposes
to temporarily modify certain of its shareholder approval requirements
for share issuances.\4\ Specifically, the Exchange proposes to adopt
Section 312.03T to provide a limited temporary, exception to the
shareholder approval requirements in Section (c) \5\ and, in certain
narrow circumstances, a limited exception to 312.03(b) \6\ and the

requirements with respect to equity compensation set forth in Sections
312.03(a) and 303A.08 of the Manual.\7\
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    \4\ The Exchange waived certain of the requirements under
Section 312.03 through June 30, 2020 pursuant to an earlier rule
filing. Specifically, the Exchange waived: (i) The provision in
Section 312.03(b) limiting a Related Party or other purchaser
affiliated with a Related Party to purchasing securities
representing no more than 5% of the company's then-outstanding
shares or 5% of the company's voting power before the issuance in a
transaction meeting the Minimum Price Test; and (ii) certain of the
requirements for meeting the Bona Fide Financing exception to
Section 312.03(c) (i.e., the requirements that there must be
multiple purchasers in the transaction and that no purchaser may
acquire securities representing more than 5% of the company's then-
outstanding shares or 5% of its voting power before the issuance).
See Exchange Act Release No. 34-88572 (April 6, 2020); 85 FR 20323
(April 10, 2020) (SR-NYSE-2020-30).
    \5\ Section 312.03(c) requires shareholder approval prior to the
issuance of common stock, or of securities convertible into or
exercisable for common stock, in any transaction or series of
related transactions if: (1) The common stock has, or will have upon
issuance, voting power equal to or in excess of 20 percent of the
voting power outstanding before the issuance of such stock or of
securities convertible into or exercisable for common stock; or (2)
the number of shares of common stock to be issued is, or will be
upon issuance, equal to or in excess of 20 percent of the number of
shares of common stock outstanding before the issuance of the common
stock or of securities convertible into or exercisable for common
stock. However, shareholder approval will not be required for any
such issuance involving: Any public offering for cash; any bona fide
private financing, if such financing involves a sale of: Common
stock, for cash, at a price at least as great as the Minimum Price;
or securities convertible into or exercisable for common stock, for
cash, if the conversion or exercise price is at least as great as
the Minimum Price.
    Section 312.04(i) defines the Minimum Price as follows:
``Minimum Price'' means a price that is the lower of: (i) The
Official Closing Price immediately preceding the signing of the
binding agreement; or (ii) the average Official Closing Price for
the five trading days immediately preceding the signing of the
binding agreement. Section 312.04(j) defines the Official Closing
Price as follows: ``Official Closing Price'' of the issuer's common
stock means the official closing price on the Exchange as reported
to the Consolidated Tape immediately preceding the signing of a
binding agreement to issue the securities. For example, if the
transaction is signed after the close of the regular session at 4:00
p.m. Eastern Standard Time on a Tuesday, then Tuesday's official
closing price is used. If the transaction is signed at any time
between the close of the regular session on Monday and the close if
the regular session on Tuesday, then Monday's official closing price
is used.
    \6\ Section 312.03(b) of the Manual requires shareholder
approval prior to the issuance of common stock, or of securities
convertible into or exercisable for common stock, in any transaction
or series of related transactions, to: (1) A director, officer or
substantial security holder of the company (each a ``Related
Party''); (2) a subsidiary, affiliate or other closely-related
person of a Related Party; or (3) any company or entity in which a
Related Party has a substantial direct or indirect interest; if the
number of shares of common stock to be issued, or if the number of
shares of common stock into which the securities may be convertible
or exercisable, exceeds either one percent of the number of shares
of common stock or one percent of the voting power outstanding
before the issuance. However, if the Related Party involved in the
transaction is classified as such solely because such person is a
substantial security holder, and if the issuance relates to a sale
of stock for cash at a price at least as great as the Minimum Price,
then shareholder approval will not be required unless the number of
shares of common stock to be issued, or unless the number of shares
of common stock into which the securities may be convertible or
exercisable, exceeds either five percent of the number of shares of
common stock or five percent of the voting power outstanding before
the issuance. Section 312.03(b) includes an exemption for companies
that meet the Exchange's definition of an Early Stage Company.
    \7\ Section 303A.08 requires shareholder approval, with certain
exceptions, prior to the issuance of securities when a stock option
or purchase plan is to be established or materially amended or other
equity compensation arrangement made or materially amended, pursuant
to which stock may be acquired by officers, directors, employees, or
consultants. Section 312.03(a) incorporates the requirements of
Section 303A.08 into Section 312.03.
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Difficulties Posed by Shareholder Approval Requirements in Current
Crisis
    One unavoidable consequence of the actions being taken to reduce
the spread of COVID-19 is a reduction, or complete interruption, in
revenue for many companies. For example, many communities have mandated
that all restaurants and entertainment facilities close for a period of
time. Similarly, companies in the travel sector have seen significant
declines in bookings even if they are allowed to continue to operate.
Thus, these businesses have no or greatly reduced revenue to offset the
operating costs or increased costs associated with the crisis. As such,
investors may be reluctant to enter into new equity transactions,
unless they are compensated for the risk through discounts to the
trading price of a security, and companies may be forced by current
circumstances to raise money through equity financings that require
shareholder approval under the Exchange's rules. At the same time,
other companies have sudden, unexpected cash needs as they undertake
new or accelerated initiatives designed to address the loss of business
and supply shortages caused by COVID-19.
    While an exception is currently available under Section 312.05 of
the Manual for companies in financial distress where the delay in
securing stockholder approval would seriously jeopardize the financial
viability of the company, that exception is not helpful in most
situations arising from the COVID-19 pandemic.\8\ For example, while a
company may need additional cash so that it can continue to pay
employees during a period of decreased or no revenue, the company's
viability may not otherwise be in jeopardy. Further, the accelerated
need for funds, as well as the significantly curtailed operations of
many businesses, may make impractical the requirement to mail notice to
all shareholders.
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    \8\ Section 312.05 provides as follows: Exceptions may be made
to the shareholder approval policy in Para. 312.03 upon application
to the Exchange when (1) the delay in securing stockholder approval
would seriously jeopardize the financial viability of the enterprise
and (2) reliance by the company on this exception is expressly
approved by the Audit Committee of the Board. A company relying on
this exception must mail to all shareholders not later than 10 days
before issuance of the securities a letter alerting them to its
omission to seek the shareholder approval that would otherwise be
required under the policy of the Exchange and indicating that the
Audit Committee of the Board has expressly approved the exception.
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Proposed COVID-19 Exception
    In light of the difficulties experienced by certain listed
companies during the current crisis, the Exchange proposes a limited,
temporary exception from the shareholder approval requirements in
Section 312.03(c), accompanied, in certain narrow circumstances, by a
limited exception from Sections 312.03(a) and (b) and Section 303A.08.
This proposed exception in Section 312.03T would be available until and
including June 30, 2020. To rely on this exception, the company must
submit the related supplemental listing application and certification
pursuant to Section 312.03T(b)(5)(A) (as described below) and obtain
the Exchange's approval of its utilization of the exception pursuant to
Section 312.03T(b)(5)(B) (as described below) and thereafter sign a
binding agreement no later than June 30, 2020. If the company satisfies
such conditions, the issuance of the securities governed by such
agreement in reliance on the exception in Section 312.03T may occur
after June 30, 2020, provided the issuance takes place no later than 30
calendar days following the date of the binding agreement. If the
company does not issue securities within 30 calendar days, as described
above, it may no longer rely on the exception in Section 312.03T.
    Under proposed Section 312.03T, the exception would be limited to
circumstances where the delay in securing shareholder approval would
(i) have a material adverse impact on the company's ability to maintain
operations under its pre-COVID-19 business plan; (ii) result in
workforce reductions; (iii) adversely impact the company's ability to
undertake new initiatives in response to COVID-19; or (iv) seriously
jeopardize the financial viability of the enterprise. In addition to
demonstrating that the transaction meets one of the foregoing
requirements, the company would have to demonstrate to the Exchange
that the need for the transaction is due to circumstances related to
COVID-19, that the proceeds would not be used to fund any acquisition
transaction, and that the company undertook a process designed to
ensure that the proposed transaction represents the best terms
available to the company. The Exchange also proposes, similar to the
requirement for the financial viability exception, to require that the
company's audit committee or a comparable committee comprised solely of
independent, disinterested directors expressly approve reliance on this
exception. The Exchange also proposes to require such committee or a
comparable committee comprised solely of independent, disinterested
directors to determine that the transaction is in the best interest of
shareholders.\9\
---------------------------------------------------------------------------

    \9\ The Exchange notes that the proposed relief will not
override any requirements arising under applicable laws or a
company's own governance documents that would otherwise require a
company to obtain shareholder approval for a transaction.
---------------------------------------------------------------------------

    The company must submit a supplemental listing application as
required by Section 703.01(part one)(A) in relation to the applicable
transaction along with a certification to the Exchange that it complies
with all requirements of Section 312.03T(b) (and Section 312.03T(c) if
applicable) and describing with specificity how it complies. In such
certification, the Exchange expects such company to describe with
specificity how it complies with Section 312.03T(b) and (c), if
applicable. The Exchange must approve all transactions by countersigned
application in advance of any issuance of securities in reliance on
Section 312.03T and such approval of a company's reliance on the
exception will be based on a review of whether the company has
established that it complies with the requirements of Section
312.03T(b) (and Section 312.03T(c) if applicable). Given the fact that
the Exchange must undertake a detailed review before approving any use
of this exception, the Exchange advises companies to commence
discussions with the Exchange and provide the required documentation as
far in advance of the proposed transaction as is possible.
    Section 312.03T(e) will provide that issuances pursuant to Section
312.03T must comply with all other requirements of applicable Exchange
rules, except as provided for therein.

Such requirements include the shareholder approval requirements in
Sections 312.03(b) and (c) in relation to issuances other than sales of
securities for cash, the change of control provision of Section
312.03(d) and the equity compensation requirements set forth in
sections 312.03(a) and 303A.08 subject to the limited exceptions set
forth therein. In addition, funds raised from the issuance of
securities pursuant to Section 312.03T may not be used to fund
acquisition transactions.
    To provide shareholders with advance notice of the transaction, the
Exchange proposes Section 312.03T(d), which would require a company
relying on the proposed exception to make a public announcement by
filing a Form 8-K, where required by SEC rules, or by issuing a press
release disclosing as promptly as possible, but no later than two
business days before the issuance of the securities:
     The terms of the transaction (including the number of
shares of common stock that could be issued and the consideration
received);
     that shareholder approval would ordinarily be required
under Exchange shareholder approval rules; and
     that the audit committee or a comparable committee
comprised solely of independent, disinterested directors expressly
approved reliance on the exception and determined that the transaction
is in the best interest of shareholders.\10\
---------------------------------------------------------------------------

    \10\ See Section 312.05 requiring similar disclosure, for a
transaction for which a company relied on the financial viability
exception, alerting shareholders to the omission to seek the
shareholder approval that would otherwise be required.
---------------------------------------------------------------------------

    In addition to the limitations on issuances to related parties set
forth in Section 312.03(b), the Exchange has long interpreted Section
303A.08 to require shareholder approval for certain sales to officers,
directors, employees, or consultants when such issuances could be
considered a form of ``equity compensation.'' The Exchange has heard
from market participants that investors often require a company's
senior management to put their personal capital at risk and participate
in a capital raising transaction alongside the unaffiliated investors.
The Exchange believes that as a result of uncertainty related to the
ongoing spread of the COVID-19 virus, listed companies seeking to raise
capital may face such requests. Accordingly, the Exchange proposes that
the temporary exception allow such investments under limited
circumstances.
    To that end, the Exchange proposes Section 312.03T(c), which would
provide for an exception from shareholder approval under Sections
312.03(b) and Sections 312.03(a) and 303A.08 for participation in the
transaction described in Section 312.03T(b) by any person whose
participation would otherwise be subject to shareholder approval under
Section 312.03(b) or Sections 312.03(a) and 303A.08 (an ``Affiliated
Purchaser''), provided the Affiliated Purchaser's participation in the
transaction was specifically required by unaffiliated investors. In
addition, to further protect against self-dealing, proposed Section
312.03T(c) would limit such participation to a de-minimis level--each
Affiliated Purchaser's participation must be less than 5% of the
transaction and all Affiliated Purchasers' participation collectively
must be less than 10% of the transaction. Finally, any Affiliated
Purchaser investing in the transaction must not have participated in
negotiating the economic terms of the transaction.
    Finally, the Exchange proposes to aggregate issuances of securities
in reliance on the exception in Section 312.03T with any subsequent
issuance by the company, other than a public offering for cash, at a
discount to the Minimum Price \11\ if the binding agreement governing
the subsequent issuance is executed within 90 days of the prior
issuance. Accordingly, if, following the subsequent issuance, the
aggregate issuance (including shares issued in reliance on the
exception) equals or exceeds 20% of the total shares or the voting
power outstanding before the initial issuance, then shareholder
approval would be required under Section 312.03(c) before the issuance
can occur.
---------------------------------------------------------------------------

    \11\ See footnote 6 [sic] supra for the definition of Minimum
Price.
---------------------------------------------------------------------------

2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the
Act,\12\ in general, and furthers the objectives of Section 6(b)(5) of
the Act,\13\ in particular, in that it is designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in facilitating transactions in securities, to
remove impediments to and perfect the mechanism of a free and open
market and a national market system, and, in general, to protect the
public interest and the interests of investors, and because it is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers. As a result of uncertainty related to the ongoing
spread of the COVID-19 virus, the prices of securities listed on U.S.
exchanges are experiencing significant volatility. The Exchange
believes that the proposed rule change is designed to remove an
impediment to companies addressing certain immediate capital needs as a
result of the COVID-19 pandemic and reduce uncertainty regarding the
ability of companies to raise money quickly through equity financings
during the current highly unusual market conditions and general
economic disruptions. The Exchange believes that in this way, the
proposed rule change will protect investors, facilitate transactions in
securities, and remove an impediment to a free and open market. All
companies listed on the Exchange would be eligible to take advantage of
the proposed rule.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In addition, the Exchange believes the proposed rule change is
designed to protect investors by limiting the exception from the
shareholder approval requirements to situations where the need for the
transaction is due to circumstances related to COVID-19 and the
proceeds will not be used to fund any acquisition transactions [sic]
that the company undertook a process designed to ensure that the
proposed transaction represents the best terms available to the
company. The exception is also limited to circumstances where the delay
in securing shareholder approval would (i) have a material adverse
impact on the company's ability to maintain operations under its
preCOVID-19 business plan; (ii) result in workforce reductions; (iii)
adversely impact the company's ability to undertake new initiatives in
response to COVID-19; or (iv) seriously jeopardize the financial
viability of the enterprise. Further, the proposed rule requires that
the company's audit committee or a comparable committee comprised
solely of independent, disinterested directors expressly approve
reliance on this exception and determine that the transaction is in the
best interest of shareholders.
    Notwithstanding the proposed exception from certain shareholder
approval requirements, as described above, important investor
protections will remain as the proposed exception would not be
available for the shareholder approval requirements related to equity
compensation in Section 312.03(a) and Section 303A.08 (except for the
limited circumstances described above for insider participation in
transactions covered by the proposed exception), transactions other
than sales

of securities for cash under Sections 312.03(b) and (c) and a change of
control under Section 312.03(d). In addition, funds raised from the
issuance of securities pursuant to Section 312.03T may not be used to
fund acquisition transactions.
    Finally, the Exchange notes that the proposed rule is a temporary
exception from certain shareholder approval requirements, as described
above, operative through, and including, June 30, 2020.

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 companies listed on the
Exchange would be eligible to take advantage of the proposed rule. In
addition, the proposed rule change is not designed to have any effect
on intermarket competition but instead seeks to address concerns the
Exchange has observed surrounding the application of the shareholder
approval requirements, as described above, to companies listed on the
Exchange. Other exchanges can craft relief based on their own rules and
observations.\14\
---------------------------------------------------------------------------

    \14\ Nasdaq has already adopted relief under its comparable
shareholder approval requirements. See SR-NASDAQ-2020-025.
---------------------------------------------------------------------------

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \15\ and Rule 19b-
4(f)(6) thereunder.\16\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(3)(A).
    \16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \17\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\18\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become operative immediately upon filing. The Exchange
stated that waiver of the operative delay would allow companies to
quickly raise money through equity financings to maintain operations,
avoid jeopardizing its financial viability, compensate its workforce,
or undertake new initiatives in response to COVID-19 during the current
highly unusual market and economic conditions and ongoing uncertainty
relating to the global spread of the COVID-19 virus. In addition, the
Exchange stated that the proposed exception from the shareholder
approval requirements is limited to situations where the need for the
transaction is due to circumstances related to COVID-19, the proceeds
will not be used to fund any acquisition transactions, and the company
undertook a process designed to ensure that the proposed transaction
represents the best terms available to the company. The Exchange stated
that the proposed exception is further limited to circumstances where
the delay in securing shareholder approval would (i) have a material
adverse impact on the company's ability to maintain operations under
its pre-COVID-19 business plan; (ii) result in workforce reductions;
(iii) adversely impact the company's ability to undertake new
initiatives in response to COVID-19; or (iv) seriously jeopardize the
financial viability of the enterprise. The Exchange also noted that the
proposed rule requires that the company's audit committee or a
comparable committee comprised solely of independent, disinterested
directors expressly approve reliance on this exception and determine
that the transaction is in the best interest of shareholders. Finally,
the Exchange stated that the proposed exception would not be available
for the shareholder approval requirements related to equity
compensation in in Sections 312.02(a) and 303A.08 (except for the
limited circumstances described above for insider participation in
transactions covered by the proposed exception), transactions other
than sales of securities for cash under Sections 312.03(b) and (c) and
a change of control under Section 312.03(d). In addition, funds raised
from the issuance of securities pursuant to Section 312.03T may not be
used to fund acquisition transactions.
---------------------------------------------------------------------------

    \17\ 17 CFR 240.19b-4(f)(6).
    \18\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    The Commission notes that while the proposed rule change would
provide a temporary exception to certain shareholder approval
requirements, it is limited to situations where the need for the
transaction is related to COVID-19 circumstances and the proceeds will
not be used to fund any acquisition transaction, and only where the
delay in obtaining shareholder approval meets one of the four specified
conditions for the transaction set forth in the temporary rule and
described above. In addition, the Commission notes that there are
important investor protections built into the proposed temporary rule.
For example, the Exchange must approve all transactions in advance of
any issuance of securities in reliance on Section 312.03T and the
Exchange has stated that it will undertake a detailed review of whether
the company has established that it complies with the requirements of
Section 312.03T(b) (and Section 312.03T(c) if applicable) before
approving any use of the exception. Additionally, the exception from
the shareholder approval requirements is limited to situations where
the company undertook a process designed to ensure that the proposed
transaction represents the best terms available to the company. The
proposed rule change also requires that the company's audit committee
or a comparable committee comprised solely of independent,
disinterested directors expressly approve reliance on the exception and
determine that the transaction is in the best interest of shareholders.
Further, the Commission notes that shareholder approval would continue
to be required for transactions that do not qualify for the proposed
temporary exception, such as for equity compensation (Sections
312.02(a) and 303A.08), except for the limited circumstances described
above for insider participation in transactions covered by the proposed
exception); transactions other than sales of securities for cash under
Sections 312.03(b) and (c); a change of control under Section
312.03(d). In addition, funds raised from the issuance of securities
pursuant to Section 312.03T may not be used to fund acquisition
transactions. Therefore, securities issued to raise capital to fund an
acquisition would be subject, as such transactions currently are, to
any applicable Exchange shareholder approval requirements. The
Commission also notes that the proposal

is a temporary measure designed to allow companies to raise necessary
capital quickly in response to current, unusual market conditions. For
these reasons, the Commission believes that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Accordingly, the Commission hereby waives the 30-day
operative delay and designates the proposal operative upon filing.\19\
---------------------------------------------------------------------------

    \19\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule change's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \20\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSE-2020-43 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-NYSE-2020-43. 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-NYSE-2020-43 and should be submitted on
or before June 10, 2020.

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

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

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-10818 Filed 5-19-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: September 22, 2005 (Volume 70, Number 183)]
[Notices]
[Page 55647-55650]
[DOCID:fr22se05-69]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52449; File No. SR-NASD-2005-107]

Self-Regulatory Organizations; National Association of Securities
Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change and Amendment No. 1 Thereto Regarding Enhancements to the
Nasdaq Market Center Pegged Order Functionality

September 15, 2005.
    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 September 8, 2005, the National Association of Securities Dealers,
Inc. (``NASD''), through its subsidiary, The Nasdaq Stock Market, Inc.
(``Nasdaq''), 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 Nasdaq. On
September 14, 2005, Nasdaq filed Amendment No. 1 to the proposed rule
change.\3\ Nasdaq filed the proposal as a ``non-controversial'' rule
change pursuant to Section 19(b)(3)(A) of the Act \4\ and Rule 19b-
4(f)(6) \5\ thereunder, which renders the proposed rule change
effective upon filing with the Commission.\6\ The Commission is
publishing this notice to solicit comments on the proposed rule change,
as amended, from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 made technical changes to the rule text of
the proposed rule change and requested that the Commission waive the
30-day operative delay.
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6).
    \6\ Nasdaq provided the Commission with written notice of its
intention to file the proposed rule change on August 16, 2005.
---------------------------------------------------------------------------

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

    Nasdaq proposes to modify the order-pegging functionality of the
Nasdaq Market Center. Nasdaq intends to implement the proposed rule
change immediately and will inform market participants of the exact
implementation date via a Head Trader Alert on http://www.nasdaqtrader.com
.

    The text of the proposed rule change is below. Proposed new
language is in italics; proposed deletions are in [brackets].
* * * * *
4700. NASDAQ MARKET CENTER--EXECUTION SERVICES
4701. Definitions
    Unless stated otherwise, the terms described below shall have the
following meaning:
    (a)-(jj) No Change.
    (kk) The term ``Auto-Ex'' shall mean, for orders in Nasdaq listed
securities so designated, an order that (except when it is displayed or
interacts with a displayed Discretionary Order at a price in its
discretionary price range) will execute solely against the Quotes/
Orders of Nasdaq Market Center Participants that participate in the
automatic execution functionality of the Nasdaq Market Center and that
do not charge a separate quote-access fee to Nasdaq Market Center
Participants accessing their Quotes/Orders through the Nasdaq Market
Center. An Auto-Ex Order may be designated as ``Immediate or Cancel''
(an ``IOC Auto-Ex Order'') or ``Day'' or ``GTC'' (a ``Postable Auto-Ex
Order''). A party entering a Postable Auto-Ex Order may (but is not
required to) specify that the order will utilize the functionality
associated with Pegged Orders or Discretionary Orders. Auto-Ex orders
shall not be eligible for routing as set out in Rule 4714.
    (ll) No change.
    (mm) The term ``Pegged'' shall mean, for priced limit orders so
designated, that after entry into the Nasdaq Market Center, the price
of the order is automatically adjusted by Nasdaq Market Center in
response to changes in either the Nasdaq Market Center inside bid or
offer or the national best bid or offer, as appropriate. [The] A Nasdaq
Market Center Participant may [entering] enter either a Regular Pegged
Order or a Reverse Pegged Order. A Nasdaq Market Center Participant
entering a Regular Pegged Order may specify that the price of the order
will deviate from either [equal] the Nasdaq inside quote on the same
side of the market or the national best bid or offer on the same side
of the market by an offset amount of $0 to $0.99. [(a ``Regular Pegged
Order'')] A Nasdaq Market Center Participant entering a Reverse Pegged
Order may specify that the price of the order will [or equal a price
that] deviate[s] from either the Nasdaq inside quote on the contra side
of the market or the national best bid or offer on the contra side of
the market by an offset amount of $0.01 to $0.99 [(i.e., $0.01 less
than the inside offer or $0.01 more than the inside bid) (a ``Reverse
Pegged Order'')]. The market participant entering a Pegged Order may
(but is not required to) specify a cap price, to define a price at
which pegging of the order will stop and the order will be permanently
converted into an unpegged limit order. Pegged Orders shall not be
available for ITS Securities. Pegged orders shall not be eligible for
routing as set out in Rule 4714.
    (nn) The term ``Discretionary'' shall mean.
    (1) For priced limit orders in Nasdaq listed securities so
designated, an order that when entered into the Nasdaq Market Center
has both a displayed bid or offer price, as well as a non-displayed
discretionary price range in which the participant is also willing to
buy or sell, if necessary. The displayed price may be fixed or may be
pegged to [equal] deviate from the Nasdaq inside quote or the national
best bid or offer on the same side of the market by an offset amount of
$0 to $0.99. The pegging of the Discretionary Order may be capped in
the same manner as that of a Pegged Order. The discretionary price
range of a Discretionary Order that is pegged will be adjusted to
follow the pegged displayed price. Discretionary Orders for Nasdaq
listed securities shall be eligible for routing as set out in Rule
4714.
    (2) No change.
    (oo)-(uu) No change.
* * * * *
4706. Order Entry Parameters
    (a) Non-Directed Orders--
    (1) General. The following requirements shall apply to Non-Directed
Orders Entered by Nasdaq Market Center Participants:
    (A)-(B) No change.
    (i)-(iv) No change.
    (v) For Nasdaq listed securities, an order may be designated as
``Auto-Ex,'' in which case the order may be designated as IOC, Day or
GTC. If a Nasdaq Market Center Participant entering a Postable Auto-Ex
Order specifies that the order will utilize the functionality
associated with Pegged or Discretionary Orders, the order will
automatically be designated as Day.
    (vi) No change.
    (vii) An order may be designated as ``Pegged,'' in which case the
order will also automatically be designated as Day. A Pegged Order may
not be designated as a Preferenced Order. A Pegged Order (or unexecuted
portion thereof) will be retained by the Nasdaq Market Center and its
price adjusted in response to changes in the Nasdaq Market Center
inside market or the national best bid or offer, as appropriate. A
Pegged Order (including [a Discretionary Order] any other order type
with a price that is pegged) will be cancelled if there is no
displayable Quote/Order to which its price can be pegged. Starting at
7:30

a.m., until the 4:00 p.m. market close, Pegged Orders may be entered
into the Nasdaq Market Center (or previously entered orders cancelled),
but such orders entered prior to market open will not become available
for execution until 9:30 a.m. Eastern Time. The initial price of
[Pegged Orders (including Discretionary Orders that are pegged)] any
type of order with a price that is pegged entered prior to market open
will be established at 9:30 a.m. based on the Nasdaq inside bid or
offer or the national best bid or offer at that time, as appropriate.
Pegged Orders shall not be available for ITS Securities.
    To maintain the capacity and performance of the Nasdaq Market
Center, Nasdaq may at any time suspend the entry of [Pegged Orders
(including Discretionary Orders that are pegged)] all types of orders
with prices that are pegged for all securities or for any security.
Pegged Orders that are in the Nasdaq Market Center at the time of such
suspension will continue to be available for adjustment and execution.
    (viii) a. An order may be designated as ``Discretionary'', in which
case the order will also automatically be designated as Day. A
Discretionary Order may not be designated as a Preferenced Order. The
order (or unexecuted portion thereof) shall be displayed in the system,
if appropriate, using the displayed price selected by the entering
party, with the system also retaining a non-displayed discretionary
price range within which the entering party is also willing to execute
if necessary. If a Discretionary Order is pegged, its displayed price
will be adjusted in response to changes in the Nasdaq inside market or
the national best bid or offer, as appropriate. Starting at 7:30 a.m.,
until the 4 p.m. market close, Discretionary Orders may be entered into
the Nasdaq Market Center (or previously entered orders cancelled), but
such orders entered prior to market open will not become available for
execution until 9:30 a.m. Eastern Time. Discretionary Orders whose
displayed price or discretionary price range does not lock or cross
another Quote/Order will be available for execution at 9:30 a.m. All
other Discretionary Orders will be added to the time-priority queue
described in Rule 4706(a)(1)(F) and (a)(2)(B) and processed by the
Nasdaq Market Center at market open.
    b. No change.
    (ix)-(xiii) No change.
    (C)-(F) No Change.
    (2) Entry of Non-Directed Orders by Order Entry Firms--In addition
to the requirements in paragraph (a)(1) of this rule, the following
conditions shall apply to Non-Directed Orders entered by Order Entry
Firms:
    (A) (i) All Non-Directed orders in Nasdaq listed securities shall
be designated as Immediate or Cancel, GTC or Day but shall be required
to be entered as Non-Attributable if not entered as IOC. Order Entry
Firms may designate orders as ``Pegged'' or ``Discretionary,'' in which
case the order will also automatically be designated as Day. Order
Entry Firms may also designate orders as ``Auto-Ex,'' in which case the
order may be designated as IOC, Day or GTC. If an Order Entry Firm
entering a Postable Auto-Ex Order specifies that the order will utilize
the functionality associated with Pegged or Discretionary Orders, the
order will automatically be designated as Day. For IOC orders, if after
entry into the Nasdaq Market Center of a Non-Directed Order that is
marketable, the order (or the unexecuted portion thereof) becomes non-
marketable, the system will return the order (or unexecuted portion
thereof) to the entering participant.
    (ii) No change.
    (B) No change.
    (b)-(e) No change.
4707. Entry and Display of Quotes/Orders
    (a) Entry of Quotes/Orders--Nasdaq Quoting Market Participants may
enter Quotes/Orders into the Nasdaq Market Center, and Order Entry
Firms may enter Non-Attributable Orders into the Nasdaq Market Center,
subject to the following requirements and conditions:
    (1) No change.
    (2) Upon entry of a Quote/Order into the system, the Nasdaq Market
Center shall time-stamp it, which time-stamp shall determine the
ranking of the Quote/Order for purposes of processing Non-Directed
Orders as described in Rules 4710(b) and 4714. For each subsequent size
increase received for an existing quote at a given price, the system
will maintain the original time-stamp for the original quantity of the
quote and assign a separate time-stamp to that size increase. When [a
Pegged Order (including a Discretionary Order that is pegged)]any type
of order with a price that is pegged is displayed as a Quote/Order, its
time-stamp will be updated whenever its price is adjusted.
    (3)-(4) No change.
    (b)-(f) No change.
* * * * *
4710. Participant Obligations in the Nasdaq Market Center
    (a) No change.
    (b) Non-Directed Orders
    (1) No change.
    (A) No change.
    (B) No change.
    (i) No change.
    (ii) Exceptions--The following exceptions shall apply to the above
execution parameters:
    a.-c. No change.
    d. An Auto-Ex Order in a Nasdaq listed security that is designated
IOC will interact solely with the Quotes/Orders of Nasdaq Market Center
Participants that participate in the automatic execution functionality
of the Nasdaq Market Center and that do not charge a separate quote-
access fee to Nasdaq Market Center Participants accessing their Quotes/
Orders through the Nasdaq Market Center (``Auto-Ex Eligible
Participants''). An IOC Auto-Ex Order will not interact with the Quote/
Order of an Auto-Ex Eligible Participant if the Quote/Order of a Nasdaq
Market Center Participant that is not an Auto-Ex Eligible Participant
is priced better than the Quote/Order of any Auto-Ex Eligible
Participant at that time. An IOC Auto-Ex Order (or an unexecuted
portion thereof) will be cancelled if it cannot be immediately
executed. Upon entry into the Nasdaq Market Center, a Postable Auto-Ex
Order will be processed in the same manner as an IOC Auto-Ex Order;
provided, however, that if the Nasdaq Market Center Participant
entering the Postable Auto-Ex Order [includes discretionary prices]
specifies that the order will utilize the functionality associated with
Pegged Orders or Discretionary Orders (including pegged Discretionary
Orders), the order will be processed in the same manner as a Pegged
Order or a Discretionary Order, but will interact solely with the
Quotes/Orders of Auto-Ex Eligible Participants and will not interact
with the Quote/Order of an Auto-Ex Eligible Participant if the Quote/
Order of a Nasdaq Market Center Participant that is not an Auto-Ex
Eligible Participant is priced better than the Quote/Order of any Auto-
Ex Eligible Participant at that time. Any portion of a Postable Auto-Ex
Order that cannot be immediately executed will be displayed, unless it
would lock or cross the Quote/Order of a Nasdaq Market Center
Participant that is not an Auto-Ex Eligible Participant, in which case
the Postable Auto-Ex Order (or any unexecuted portion thereof) will be
cancelled. Depending on the functionality specified by the Nasdaq
Market Center Participant entering the order, a Postable Auto-Ex Order
that is displayed will have the same characteristics and be subject to
the same rules as a regular limit order, a Pegged Order, or a
Discretionary Order.
    For purposes of this subclause d., any displayed Discretionary
Order that may

be executed against (or delivered to) an Auto-Ex Order at a price in
the Discretionary Order's discretionary price range will be deemed to
have been entered by an Auto-Ex Eligible Participant.
    e.-f. No change.
    (C)-(D) No change.
    (2)-(8) No change.
    (c)-(e) No change.
* * * * *

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

    In its filing with the Commission, Nasdaq 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. Nasdaq 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
    In the past several years, Nasdaq has introduced numerous new order
types for use in the Nasdaq Market Center.\7\ A Pegged Order is a limit
order, the price of which is automatically adjusted to follow the price
movements of the inside market. A Regular Pegged Order pegs to the same
side of the market it is entered on, while a Reverse Pegged Order pegs
to a price that deviates from the opposite side of the market by $0.01.
A Discretionary Order allows a market participant to specify both a
displayed price and one or more undisplayed discretionary prices at
which it is willing to trade. The displayed price can be pegged to
follow the inside price on the same side of the market as the order,
with discretionary price(s) adjusted to follow changes in the displayed
price. Upon entry, the Auto-Ex Order executes solely against the
Quotes/Orders of Nasdaq Market Center participants that participate in
the system's automatic execution functionality and that do not charge a
separate quote-access fee to participants accessing their Quotes/Orders
through the Nasdaq Market Center (``Auto-Ex Eligible Participants'').
Auto-Ex Orders either cancel after accessing available liquidity (``IOC
Auto-Ex Orders'') or post to the Nasdaq Market Center book after
accessing available liquidity (``Postable Auto-Ex Orders'').\8\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release Nos. 48798 (November 17,
2003), 68 FR 66147 (November 25, 2003) (SR-NASD-2003-150) (Pegged
Orders); 49085 (January 15, 2004), 69 FR 3412 (January 23, 2004)
(SR-NASD-2003-165) (Discretionary Orders); 49020 (January 5, 2004),
69 FR 1769 (January 12, 2004) (SR-NASD-2003-143) (IOC Auto-Ex
Orders); 49547 (April 9, 2004), 69 FR 20091 (April 15, 2004) (SR-
NASD-2004-046 (Postable Auto-Ex Orders).
    \8\ A Postable Auto-Ex Order that would lock or cross the Quote/
Order of a participant that is not an Auto-Ex Eligible Participant
is cancelled, however.
---------------------------------------------------------------------------

    Currently, market participants using Pegged Orders or Pegged
Discretionary Orders have the option only of pegging to the best bid or
offer in Nasdaq. To provide market participants with added flexibility
in the use of pegged order types, however, Nasdaq is modifying its
system to provide the option of pegging orders to the national best bid
or offer. In addition, the proposal creates a wider range of offset
amounts for use in connection with pegged orders, with a range $0.00 to
$0.99 for orders pegged to the same side of the market and $0.01 to
$0.99 for orders pegged to the opposite side of the market. Finally,
the proposal makes several non-substantive rule-text changes to remove
extraneous language relating to pegging functionality being available
for discretionary orders, and to make clear the general availability of
pegging functionality for orders, including Postable Auto-Ex Orders.
    As is currently the case, an order may not be pegged to prices away
from the inside market. Thus, by entering a Regular Pegged Order pegged
to the national best bid or offer, the market participant would
indicate its willingness to provide liquidity at the best price
established by any participant in any market trading the stock. By
entering a Reverse Pegged Order pegged to the national best bid or
offer, the market participant would indicate its willingness to provide
liquidity at a price $0.01-$0.99 away from the best price on the
opposite side of the market established by any participant in any
market trading the stock. As a result, in circumstances where the
spread between the national best bid and best offer is greater than
$0.01, the entry of a Reverse Pegged Order would establish a new
national best price. All other features of these order types, including
the ability to place a cap on an order's pegging function, would remain
unchanged.
    In addition, Nasdaq will allow market participants entering
Postable Auto-Ex Orders to specify that an order will use the pegging
functionality. An Auto-Ex Order pegged to the Nasdaq inside would
function in the same manner as a Pegged Order, since the order would
either join the existing Nasdaq inside, establish a new Nasdaq inside,
or be executed by (or receive delivery from) a displayed Discretionary
Order at its discretionary price. However, an Auto-Ex Order that is
pegged to the national best bid or offer may interact with prices
already displayed in Nasdaq, in which case the order's Auto-Ex
functionality would become relevant. For example, if the Nasdaq inside
was $20.00-$20.01, but the national best offer $20.00, an Auto-Ex Order
to sell that used regular pegging functionality would initially be
priced at $20.00 and would therefore potentially be eligible for
execution against the Nasdaq best bid of $20.00. The order would access
all liquidity offered by Auto-Ex Eligible Participants at $20.00, and
if there was no bid at that price level from a market participant that
was not an Auto-Ex Eligible Participant, the order (or unexecuted
portion thereof) would be displayed at $20.00. However, if an Order-
Delivery ECN (or an auto-ex ECN that charges an access fee) had a bid
at $20.00 displayed in the Nasdaq Market Center, the Auto-Ex Order (or
unexecuted portion thereof) would be cancelled, because it would lock
the ECN's offer if it were displayed.\9\
---------------------------------------------------------------------------

    \9\ Similarly, an Auto-Ex Order to sell that used reverse
pegging functionality would initially be priced at $19.99 and would
therefore access liquidity from Auto-Ex Eligible Participants at $20
and possibly also $19.99.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 15A of the Act,\10\ in general, and with
Section 15A(b)(6) of the Act,\11\ in particular, in that the proposal
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
The proposed rule change will provide market participants with a
voluntary tool to use to offer liquidity at the inside market. Nasdaq
notes that the Commission has found similar orders

offered by at least one other market center to be consistent with the
Act.\12\
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78o-3.
    \11\ 15 U.S.C. 78o-3(b)(6).
    \12\ Securities Exchange Act Release No. 47467 (March 7, 2003),
68 FR 12134 (March 13, 2003) (SR-PCX-2002-75).
---------------------------------------------------------------------------

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

    Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.

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

    Written comments were neither solicited nor received.

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

    Because the foregoing proposed rule change, as amended: (1) Does
not significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
and (3) by its terms does not become operative for 30 days after the
date of this filing, or such shorter time as the Commission may
designate if consistent with the protection of investors and the public
interest, the proposed rule change has become effective pursuant to
Section 19(b)(3)(A) \13\ of the Act and Rule 19b-4(f)(6)
thereunder.\14\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    Nasdaq has requested that the Commission waive the 30-day operative
delay, as specified in Rule 19b-4(f)(6)(iii),\15\ and designate the
proposed rule change to become operative upon filing with the
Commission. The Commission believes that waiving the 30-day operative
delay is consistent with the protection of investors and the public
interest because the proposed rule change is similar to order types
already in use in the marketplace. Therefore the Commission designates
the proposal to be effective and operative upon filing with the
Commission.\16\
---------------------------------------------------------------------------

    \15\ 17 CFR 240.19b-4(f)(6)(iii).
    \16\ For purposes of waiving the 30-day operative delay, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate 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.\17\
---------------------------------------------------------------------------

    \17\ The effective date of the original proposed rule is
September 8, 2005. The effective date of Amendment No. 1 is
September 14, 2005. For purposes of calculating the 60-day period
within which the Commission may summarily abrogate the proposed rule
change under Section 19(b)(3)(C) of the Act, the Commission
considers the period to commence on September 14, 2005, the date on
which Nasdaq submitted Amendment No. 1. See 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------

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 e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NASD-2005-107 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303.
    All submissions should refer to File Number SR-NASD-2005-107. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments,

all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the NASD. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NASD-2005-107 and should be submitted on or before
October 13, 2005.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jonathan G. Katz,
Secretary.
[FR Doc. 05-18898 Filed 9-21-05; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 85, Number 50 (Friday, March 13, 2020)]
[Notices]
[Pages 14691-14692]
[FR Doc No: 2020-05187]

=======================================================================
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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[Docket No. USCG-2020-0094]

Merchant Marine Personnel Advisory Committee; April 2020
Teleconference

AGENCY:  U.S. Coast Guard, Department of Homeland Security.

ACTION: Notice of Federal Advisory Committee teleconference meeting.

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

SUMMARY: The Merchant Marine Personnel Advisory Committee (Committee)
will meet via teleconference to discuss issues related to the training
and fitness of merchant marine personnel. The meetings will be open to
the public.

DATES:
    Meetings: The Merchant Marine Personnel Advisory Committee and its
working groups are scheduled to meet on Wednesday, April 8, 2020, from
8 a.m. until 3 p.m. These meetings may adjourn early if the Committee
has completed its business.
    Comments and supporting documentation: To ensure your comments are
received by Committee members before the teleconference, submit your
written comments no later than April 1, 2020.

ADDRESSES: To join the teleconference or to request special
accommodations, contact the individual listed in the FOR FURTHER
INFORMATION CONTACT section no later than 1 p.m. on April 1, 2020, to
obtain the needed information. The number of individuals on a
teleconference line is limited and will be available on a first-come,
first served basis.
    Instructions: You are free to submit comments at any time,
including orally at the teleconference as time permits, but if you want
Committee members to review your comments before the teleconference,
please submit your comments no later than April 1, 2020. We are
particularly interested in comments on the issue in the ``Agenda''
section below.
    We encourage you to submit comments through the Federal eRulemaking
Portal at https://www.regulations.gov. If your material cannot be
submitted using https://www.regulations.gov, call or email the person
in the FOR FURTHER INFORMATION CONTACT section of this document for
alternate instructions. You must include the docket number [USCG-2020-
0094]. Comments received will be posted without alteration at http://www.regulations.gov, including any personal information provided. For
more about privacy and submissions in response to this document, see
DHS's Correspondence System of Records notice (84 FR 48645, September
26, 2018). If you encounter technical difficulties with comment
submission, contact the individual listed in the FOR FURTHER
INFORMATION CONTACT section of this notice.
    Docket Search: Documents mentioned in this notice as being
available in the docket, and all public comments, will be in our online
docket at https://www.regulations.gov and can be viewed by following
that website's instructions. Additionally, if you go to the online
docket and sign up for email alerts, you will be notified when comments
are posted.

FOR FURTHER INFORMATION CONTACT: Ms. Megan Johns Henry, Alternate
Designated Federal Officer of the Merchant Marine Personnel Advisory
Committee, 2703 Martin Luther King Jr. Ave. SE, Stop 7509, Washington,
DC 20593-7509, telephone<PHONE_NUMBER>, fax<PHONE_NUMBER> or
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Notice of this meeting is in compliance with
the Federal Advisory Committee Act, 5 U.S.C. Appendix.
    The Merchant Marine Personnel Advisory Committee is established
under authority of U.S. Code, title 46, section 8108. The Committee
acts solely in an advisory capacity to the Secretary of the Department
of Homeland Security through the Commandant of the U.S. Coast Guard on
matters relating to personnel in the United States merchant marine,
including training, qualifications, certification, documentation, and
fitness standards and other matters as assigned by the Commandant. The
Committee also reviews and comments on proposed U.S. Coast Guard
regulations and policies relating to personnel in the United States
merchant marine, including training, qualifications, certification,
documentation, and fitness standards.

Agenda

    The agenda for the April 8, 2020 full Committee meeting is as
follows:
    (1) Introduction.
    (2) Designated Federal Officer remarks.
    (3) Remarks from U.S. Coast Guard Leadership.
    (4) Roll call of Committee members and determination of a quorum.
    (5) The Committee will address the following task statements from
the previous meeting, which are available for viewing at https://homeport.uscg.mil/missions/ports-and-waterways/safety-advisory-committees/merpac;
    (a) Task Statement 90, Review of IMO Model Courses Being Validated
by the IMO HTW Subcommittee and Addendum A to consider the creation of
National Model Courses;
    (b) Task Statement 101, Revision of Task 101, Communication Between
External Stakeholders and the Mariner Credentialing Program (revision);
    (c) Task Statement 101, Addendum B, Communication Between External
Stakeholders and the Mariner Credentialing Program--Review Coast Guard
Forms (new); and
    (d) Task Statement X-1, Military Education, Training and Assessment
for STCW and National Mariner Endorsement (new).
    (6) Report on Status of Working Groups, Determination on
Intercessional Meetings and Discussion of Working Group
recommendations. The Committee will review the information presented on
each issue, deliberate on any recommendations presented by the Working
Groups, approve/formulate recommendations and close any completed
tasks. Official action on these recommendations may be taken:
    (a) Task Statement 89, Review of MSC Circular MSC/Circ.1014,
Guidelines on fatigue mitigation and management;
    (b) Task Statement 90, Review of IMO Model Courses Being Validated
by the IMO HTW Subcommittee;
    (c) Task Statement 94, MERPAC Recommendation Review;
    (d) Task Statement 101, Communication Between External Stakeholders
and the Mariner Credentialing Program;
    (e) Task Statement X-1, Military Education, Training and Assessment
for STCW and National Mariner Endorsements;
    (7) Introduction of new tasks and discussion of intersessional
meetings. A copy of all meeting documentation will be available at
https://homeport.uscg.mil/missions/ports-and-waterways/safety-advisory-committees/merpac:
    (a) Task Statement X-2, Review of STCW; and
    (b) Task Statement X-3, Review of NOAA Sunsetting Program of Paper
Nautical Chart Production.
    (8) Public comment period.
    (9) Closing remarks/plans for next meeting.
    (10) Adjournment of meeting.
    A copy of all meeting documentation will be available at https://
homeport.uscg.mil/missions/ports-and-waterways/safety-advisory-
committees/

merpac no later than April 1, 2020. Alternatively, you may contact Ms.
Megan Johns Henry as noted in the FOR FURTHER INFORMATION section
above.
    During the April 8, 2020 teleconference, a public comment period
will be held from approximately 2-2:15 p.m. Public comments will be
limited to two minutes per speaker. Please note that the public comment
periods will end following the last call for comments. Please contact
the individual listed in the FOR FURTHER INFORMATION CONTACT section,
to register as a speaker.

    Dated: March 10, 2020.
Jeffrey G. Lantz,
Director of Commercial Regulations and Standards.
[FR Doc. 2020-05187 Filed 3-12-20; 8:45 am]
 BILLING CODE 9110-04-P