[Federal Register Volume 87, Number 192 (Wednesday, October 5, 2022)]
[Proposed Rules]
[Pages 60347-60349]
[FR Doc No: 2022-21398]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2022-1068; Project Identifier AD-2022-00358-T]
RIN 2120-AA64

Airworthiness Directives; The Boeing Company Airplanes

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: The FAA proposes to adopt a new airworthiness directive (AD)
for certain The Boeing Company Model 737-8 and 737-9 airplanes, and
certain Model 737-600, -700, -700C, -800, -900, and -900ER series
airplanes. This proposed AD was prompted by reports of damage to the
auxiliary power unit (APU) fuel line shroud located in the aft cargo
area; investigation revealed that the placement of the pressure switch
wire clamp assembly and its fastener allowed interference of the
fastener against the APU fuel line shroud. This proposed AD would
require inspecting the APU fuel line shroud for damage, inspecting the
pressure switch wire clamp for correct bolt orientation and horizontal
distance from the APU fuel line shroud, and applicable on-condition
actions. The FAA is proposing this AD to address the unsafe condition
on these products.

DATES: The FAA must receive comments on this proposed AD by November
21, 2022.

ADDRESSES: You may send comments, using the procedures found in 14 CFR
11.43 and 11.45, by any of the following methods:
     Federal eRulemaking Portal: Go to regulations.gov. Follow
the instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: U.S. Department of Transportation, Docket
Operations, M-30, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue SE, Washington, DC 20590.
     Hand Delivery: Deliver to Mail address above between 9
a.m. and 5 p.m., Monday through Friday, except Federal holidays.
    For service information identified in this NPRM, contact Boeing
Commercial Airplanes, Attention: Contractual & Data Services (C&DS),
2600 Westminster Blvd., MC 110-SK57, Seal Beach, CA 90740-5600;
telephone<PHONE_NUMBER>; internet myboeingfleet.com. You may view this
referenced service information at the FAA, Airworthiness Products
Section, Operational Safety Branch, 2200 South 216th St., Des Moines,
WA. For information on the availability of this material at the FAA,
call<PHONE_NUMBER>. It is also available at regulations.gov by searching
for and locating Docket No. FAA-2022-1068.

Examining the AD Docket

    You may examine the AD docket at regulations.gov by searching for
and locating Docket No. FAA-2022-1068; or in person at Docket
Operations between 9 a.m. and 5 p.m., Monday through Friday, except
Federal holidays. The AD docket contains this NPRM, any comments
received, and other information. The street address for Docket
Operations is listed above.

FOR FURTHER INFORMATION CONTACT: Chris Baker, Aerospace Engineer,
Propulsion Section, FAA, Seattle ACO Branch, 2200 South 216th St., Des
Moines, WA 98198; phone:<PHONE_NUMBER>; email:
[email protected].

SUPPLEMENTARY INFORMATION:

Comments Invited

    The FAA invites you to send any written relevant data, views, or
arguments about this proposal. Send your comments to an address listed
under ADDRESSES. Include ``Docket No. FAA-2022-1068; Project Identifier
AD-2022-00358-T'' at the beginning of your comments. The most helpful
comments reference a specific portion of the proposal, explain the
reason for any recommended change, and include supporting data. The FAA
will consider all comments received by the closing date and may amend
this proposal because of those comments.
    Except for Confidential Business Information (CBI) as described in
the following paragraph, and other information as described in 14 CFR
11.35, the FAA will post all comments received, without change, to
regulations.gov, including any personal information you provide. The
agency will also post a report summarizing each substantive verbal
contact received about this NPRM.

Confidential Business Information

    CBI is commercial or financial information that is both customarily
and actually treated as private by its owner. Under the Freedom of
Information Act (FOIA) (5 U.S.C. 552), CBI is exempt from public
disclosure. If your comments responsive to this NPRM contain commercial
or financial information that is customarily treated as private, that
you actually treat as private, and that is relevant or responsive to
this NPRM, it is important that you clearly designate the submitted
comments as CBI. Please mark each page of your submission containing
CBI as ``PROPIN.'' The FAA will treat such marked submissions as
confidential under the FOIA, and they will not be placed in the public
docket of this NPRM. Submissions containing CBI should be sent to Chris
Baker, Aerospace Engineer, Propulsion Section, FAA, Seattle ACO Branch,
2200 South 216th St., Des Moines, WA 98198; phone:<PHONE_NUMBER>; email:
[email protected]. Any commentary that the FAA receives that
is not specifically designated as CBI will be placed in the public
docket for this rulemaking.

Background

    The FAA has received reports of damage to the APU fuel line shroud
located in the aft cargo area of certain models of the subject
airplanes. FAA and manufacturer investigation revealed that the
placement of the pressure switch wire clamp assembly and its fastener
allowed interference of the fastener against the APU fuel line shroud.
This condition, if not addressed, could result in a damaged APU fuel
line shroud and consequent failure of the APU fuel hose, which could
result in a flammable fluid leak in an ignition zone.

FAA's Determination

    The FAA is issuing this NPRM after determining that the unsafe
condition described previously is likely to exist or develop on other
products of the same type design.

Related Service Information Under 1 CFR Part 51

    The FAA reviewed Boeing Alert Requirements Bulletins 737-38A1072 RB
and 737-38A1073 RB, both dated February 25, 2022. This service
information specifies procedures for a general visual inspection of the
APU fuel line shroud in the area within 3 inches of the fastener of the
pressure switch wire clamp for any damage (any crack or hole, any
damage that exposes bare metal on the APU fuel line shroud,

and any dent damage found that decreases the outside diameter of the
shroud by more than 0.031 inch); a detailed inspection of the pressure
switch wire clamp to determine if the fastener of the pressure switch
wire clamp is installed with the bolt head on top and the nut on the
bottom, and that there is a minimum 1.5 inches of horizontal separation
between the fastener of the pressure switch wire clamp and the APU fuel
line shroud, and applicable on-condition actions. On-condition actions
include replacing the existing APU fuel line shroud with a new or
repaired shroud; repairing any damage to the APU fuel line shroud; re-
installing the fastener of the pressure switch wire clamp with the bolt
head on top and the nut on the bottom; and re-installing the pressure
switch wire clamp assembly to make sure there is 1.5 inches minimum of
horizontal separation between the fastener of the pressure switch wire
clamp and the APU fuel line shroud. These documents are distinct since
they apply to different airplane models.
    This service information is reasonably available because the
interested parties have access to it through their normal course of
business or by the means identified in ADDRESSES.

Proposed AD Requirements in This NPRM

    This proposed AD would require accomplishing the actions specified
in the service information already described, except for any
differences identified as exceptions in the regulatory text of this
proposed AD. For information on the procedures and compliance times,
see this service information at regulations.gov by searching for and
locating Docket No. FAA-2022-1068.

Costs of Compliance

    The FAA estimates that this AD, if adopted as proposed, would
affect 1,919 airplanes of U.S. registry. The FAA estimates the
following costs to comply with this proposed AD:

                                                 Estimated Costs
----------------------------------------------------------------------------------------------------------------
                                                                                Cost per      Cost on U.S.
                Action                         Labor cost           Parts cost        product        operators
----------------------------------------------------------------------------------------------------------------
One-time Inspections..................  2 work-hours x $85 per                $0            $170        $326,230
                                         hour = $170.
----------------------------------------------------------------------------------------------------------------

    The FAA estimates the following costs to do any necessary repairs,
replacements, or re-installations that would be required based on the
results of the proposed inspection. The agency has no way of
determining the number of aircraft that might need these repairs,
replacements, or re-installations:

                                               On-Condition Costs
----------------------------------------------------------------------------------------------------------------
              Action                     Labor cost               Parts cost               Cost per  product
----------------------------------------------------------------------------------------------------------------
Repair............................  Up to 3 work-hours x  $0........................  Up to $255.
                                     $85 per hour = Up
                                     to $255.
Replacement (includes re-           Up to 300 work-hours  Up to $8,158..............  Up to $33,658.
 installation).                      x $85 per hour = Up
                                     to $25,500.
----------------------------------------------------------------------------------------------------------------

    The FAA has included all known costs in its cost estimate.
According to the manufacturer, however, some or all of the costs of
this proposed AD may be covered under warranty, thereby reducing the
cost impact on affected operators.

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, section 106, describes the
authority of the FAA Administrator. Subtitle VII: Aviation Programs,
describes in more detail the scope of the Agency's authority.
    The FAA is issuing this rulemaking under the authority described in
Subtitle VII, Part A, Subpart III, Section 44701: General requirements.
Under that section, Congress charges the FAA with promoting safe flight
of civil aircraft in air commerce by prescribing regulations for
practices, methods, and procedures the Administrator finds necessary
for safety in air commerce. This regulation is within the scope of that
authority because it addresses an unsafe condition that is likely to
exist or develop on products identified in this rulemaking action.

Regulatory Findings

    The FAA determined that this proposed AD would not have federalism
implications under Executive Order 13132. This proposed AD would not
have a substantial direct effect on the States, on the relationship
between the national Government and the States, or on the distribution
of power and responsibilities among the various levels of government.
    For the reasons discussed above, I certify this proposed
regulation:
    (1) Is not a ``significant regulatory action'' under Executive
Order 12866,
    (2) Would not affect intrastate aviation in Alaska, and
    (3) Would not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

The Proposed Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA proposes to amend 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority:  49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13  [Amended]

0
2. The FAA amends Sec.  39.13 by adding the following new airworthiness
directive:

The Boeing Company: Docket No. FAA-2022-1068; Project Identifier AD-
2022-00358-T.

(a) Comments Due Date

    The FAA must receive comments on this airworthiness directive
(AD) by November 21, 2022.

(b) Affected ADs

    None.

(c) Applicability

    This AD applies to The Boeing Company airplanes identified in
paragraphs (c)(1) and (2) of this AD, certificated in any category.
    (1) Model 737-600, -700, -700C, -800, -900, and -900ER series
airplanes, as identified in Boeing Alert Requirements Bulletin 737-
38A1072 RB, dated February 25, 2022.
    (2) Model 737-8 and 737-9 airplanes, as identified in Boeing
Alert Requirements Bulletin 737-38A1073 RB, dated February 25, 2022.

(d) Subject

    Air Transport Association (ATA) of America Code 28, Fuel.

(e) Unsafe Condition

    This AD was prompted by reports of damage to the auxiliary power
unit (APU) fuel line shroud located in the aft cargo area;
investigation revealed that the placement of the pressure switch
wire clamp assembly and the fastener allowed interference of the
fastener against the APU fuel line shroud. The FAA is issuing this
AD to address interference of the fastener against the APU fuel line
shroud, possibly resulting in a damaged APU fuel line shroud and
consequent failure of the APU fuel hose, which could result in a
flammable fluid leak in an ignition zone.

(f) Compliance

    Comply with this AD within the compliance times specified,
unless already done.

(g) Required Actions

    (1) For the airplanes identified in paragraph (c)(1) of this AD,
except as specified by paragraph (h) of this AD: At the applicable
times specified in the ``Compliance'' paragraph of Boeing Alert
Requirements Bulletin 737-38A1072 RB, dated February 25, 2022, do
all applicable actions identified in, and in accordance with, the
Accomplishment Instructions of Boeing Alert Requirements Bulletin
737-38A1072 RB, dated February 25, 2022.
    Note 1 to paragraph (g)(1): Guidance for accomplishing the
actions required by this AD can be found in Boeing Alert Service
Bulletin 737-38A1072, dated February 25, 2022, which is referred to
in Boeing Alert Requirements Bulletin 737-38A1072 RB, dated February
25, 2022.
    (2) For the airplanes identified in paragraph (c)(2) of this AD,
except as specified by paragraph (h) of this AD: At the applicable
times specified in the ``Compliance'' paragraph of Boeing Alert
Requirements Bulletin 737-38A1073 RB, dated February 25, 2022, do
all applicable actions identified in, and in accordance with, the
Accomplishment Instructions of Boeing Alert Requirements Bulletin
737-38A1073 RB, dated February 25, 2022.
    Note 2 to paragraph (g)(2): Guidance for accomplishing the
actions required by this AD can be found in Boeing Alert Service
Bulletin 737-38A1073, dated February 25, 2022, which is referred to
in Boeing Alert Requirements Bulletin 737-38A1073 RB, dated February
25, 2022.

(h) Exceptions to Service Information Specifications

    (1) Where the Compliance Time columns of the tables in the
``Compliance'' paragraphs of Boeing Alert Requirements Bulletin 737-
38A1072 RB, dated February 25, 2022, use the phrase ``the original
issue date of Requirements Bulletin 737-38A1072 RB,'' this AD
requires using ``the effective date of this AD.''
    (2) Where the Compliance Time columns of the tables in the
``Compliance'' paragraphs of Boeing Alert Requirements Bulletin 737-
38A1073 RB, dated February 25, 2022, use the phrase ``the original
issue date of Requirements Bulletin 737-38A1073 RB,'' this AD
requires using ``the effective date of this AD.''

(i) Alternative Methods of Compliance (AMOCs)

    (1) The Manager, Seattle ACO Branch, FAA, has the authority to
approve AMOCs for this AD, if requested using the procedures found
in 14 CFR 39.19. In accordance with 14 CFR 39.19, send your request
to your principal inspector or responsible Flight Standards Office,
as appropriate. If sending information directly to the manager of
the certification office, send it to the attention of the person
identified in paragraph (j)(1) of this AD. Information may be
emailed to: [email protected].
    (2) Before using any approved AMOC, notify your appropriate
principal inspector, or lacking a principal inspector, the manager
of the responsible Flight Standards Office.
    (3) An AMOC that provides an acceptable level of safety may be
used for any repair, modification, or alteration required by this AD
if it is approved by The Boeing Company Organization Designation
Authorization (ODA) that has been authorized by the Manager, Seattle
ACO Branch, FAA, to make those findings. To be approved, the repair
method, modification deviation, or alteration deviation must meet
the certification basis of the airplane, and the approval must
specifically refer to this AD.

(j) Related Information

    (1) For more information about this AD, contact Chris Baker,
Aerospace Engineer, Propulsion Section, FAA, Seattle ACO Branch,
2200 South 216th St., Des Moines, WA 98198; phone:<PHONE_NUMBER>;
email: [email protected].
    (2) For service information identified in this AD, contact
Boeing Commercial Airplanes, Attention: Contractual & Data Services
(C&DS), 2600 Westminster Blvd., MC 110-SK57, Seal Beach, CA 90740-
5600; telephone<PHONE_NUMBER>; internet myboeingfleet.com. You may
view this referenced service information at the FAA, Airworthiness
Products Section, Operational Safety Branch, 2200 South 216th St.,
Des Moines, WA. For information on the availability of this material
at the FAA, call<PHONE_NUMBER>.

    Issued on August 30, 2022.
Christina Underwood,
Acting Director, Compliance & Airworthiness Division, Aircraft
Certification Service.
[FR Doc. 2022-21398 Filed 10-4-22; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register: February 27, 2007 (Volume 72, Number 38)]
[Notices]
[Page 8726-8728]
[DOCID:fr27fe07-70]

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ENVIRONMENTAL PROTECTION AGENCY

[AMS-FRL-8281-8]

California State Motor Vehicle Pollution Control Standards;
Request for Waiver of Federal Preemption; Opportunity for Public
Hearing

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of opportunity for public hearing and comment.

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SUMMARY: The California Air Resources Board (CARB) has notified EPA
that it has adopted ``Malfunction and Diagnostic System Requirements
for 2010 and Subsequent Model-Year Heavy-Duty Engines.'' By letter
dated September 22, 2006, CARB submitted a request that EPA grant a
waiver of preemption under section 209(b) of the Clean Air Act (CAA),
42 U.S.C. 7543(b) for this regulation. This notice announces that EPA
has tentatively scheduled a public hearing concerning California's
request and that EPA is accepting written comment on the request.

DATES: EPA has tentatively scheduled a public hearing concerning CARB's
request on March 29, 2007 beginning at 10 a.m. EPA will hold a hearing
only if a party notifies EPA by March 19, 2007, expressing its interest
in presenting oral testimony. By March 26, 2007, any

person who plans to attend the hearing should call David Dickinson at
(202) 343-9256 to learn if a hearing will be held. If EPA does not
receive a request for a public hearing, then EPA will not hold a
hearing, and instead consider CARB's request based on written
submissions to the docket. Any party may submit written comments by May
8, 2007.

ADDRESSES: EPA will make available for public inspection at the Air and
Radiation Docket and Information Center written comments received from
interested parties, in addition to any testimony given at the public
hearing. The official public docket is the collection of materials that
is available for public viewing at the Air and Radiation Docket in the
EPA Docket Center, (EPA/DC) EPA West, Room B102, 1301 Constitution
Ave., NW, Washington, DC. The EPA Docket Center Public Reading Room is
open from 8:30 to 4:30 p.m., Monday through Friday, excluding legal
holidays. The telephone number for the Public Reading Room is (202)
566-1744, and the telephone number for the Air and Radiation Docket is
(202) 566-1743. We strongly encourage you to visit the EPA Docket Web
site at http://www.epa.gov/epahome/dockets.htm in order to receive the

last status concerning the Public Reading Room and public access to
docket materials. The reference number for this docket is EPA-HQ-OAR-
2006-0844. Parties wishing to present oral testimony at the public
hearing should provide written notice to David Dickinson at the address
noted below. If EPA receives a request for a public hearing, EPA will
hold the public hearing at 1310 L St., NW., Washington, DC 20005.
    For Obtaining and Submitting Electronic Copies of Documents, or For
Further Information: David Dickinson, Compliance and Innovative
Strategies Division (6405J), U.S. Environmental Protection Agency, 1200
Pennsylvania Ave, NW, Washington, DC 20460. Telephone:<PHONE_NUMBER>,
Fax:<PHONE_NUMBER>, e-mail address<EMAIL_ADDRESS>EPA will
make available an electronic copy of this Notice on the Office of
Transportation and Air Quality's (OTAQ's) homepage (http://www.epa.gov/otaq/
). Users can find this document by accessing the OTAQ homepage and

looking at the path entitled ``Regulations.'' This service is free of
charge, except any cost you already incur for Internet connectivity.
Users can also get the official Federal Register version of the Notice
on the day of publication on the primary Web site: (http://www.epa.gov/docs/fedrgstr/EPA-AIR/
).

    Please note that due to differences between the software used to
develop the documents and the software into which the documents may be
downloaded, changes in format, page length, etc., may occur. Parties
wishing to present oral testimony at the public hearing should provide
written notice to David Dickinson at: U.S. Environmental Protection
Agency, 1200 Pennsylvania Ave., NW., (6405J), Washington, DC 20460.
Telephone:<PHONE_NUMBER>.
    Submit your written comments, identified by Docket ID No. EPA-HQ-
OAR-2006-0844, by one of the following methods:
     http://www.regulations.gov: Follow the on-line

instructions for submitting comments. This serves as an electronic
docket (edocket).
     E-mail<EMAIL_ADDRESS>     Fax:<PHONE_NUMBER>.
     Hand Delivery: EPA Headquarters, Room 6146F, EPA West
Building, 1301 Constitution Ave., NW., Washington, DC. Such deliveries
are only accepted during the Docket's normal hours of operation, and
special arrangements should be made for deliveries of boxed
information. We strongly encourage you to visit the EPA Docket Web site
at http://www.epa.gov/epahome/dockets.htm in order to receive the last

status concerning the Public Reading Room and public access to docket
materials. Instructions: Direct your comments to Docket ID No EPA-HQ-
OAR-2006-0844.
    EPA's policy is that all comments received will be included in the
public docket without change and may be made available online 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
being CBI or otherwise protected through http://www.regulations.gov or

e-mail.
    The http://www.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 http://www.regulations.gov
 your e-mail address will be automatically captured

and included as part of the comment that is placed in the public docket
and made available on the Internet. If you submit an electronic
comment, EPA recommends that you include your name and other contact
information in the body of your comment and with any disk or CD-ROM you
submit. If EPA cannot read your comment due to technical difficulties
and cannot contact you for clarification, EPA may not be able to
consider your comment. Electronic files should avoid the use of special
characters, any form of encryption, and be free of any defects or
viruses. Docket: All documents in the docket are listed in the http://www.regulations.gov
 index. 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, will be publicly available only in hard copy.

SUPPLEMENTARY INFORMATION:

(A) Background and Discussion

    Section 209(a) of the Clean Air Act, as amended (``Act''), 42
U.S.C. 7543(a), provides:
    No State or any political subdivision thereof shall adopt or
attempt to enforce any standard relating to the control of emissions
from new motor vehicles or new motor vehicle engines subject to this
part. No state shall require certification, inspection or any other
approval relating to the control of emissions from any new motor
vehicle or new motor vehicle engine as condition precedent to the
initial retail sale, titling (if any), or registration of such motor
vehicle, motor vehicle engine, or equipment.

    Section 209(b) of the Act requires the Administrator, after notice
and opportunity for public hearing, to waive application of the
prohibitions of section 209(a) for any state that has adopted standards
(other than crankcase emission standards) for the control of emissions
from new motor vehicles or new motor vehicle engines prior to March 30,
1966, if the state determines that the state standards will be, in the
aggregate, at least as protective of public health and welfare as
applicable federal standards. California is the only state that is
qualified to seek and receive a waiver under section 209(b). The
Administrator must grant a waiver unless he finds that (A) the
determination of the state is arbitrary and capricious, (B) the state
does not need the standards to meet compelling and extraordinary
conditions, or (C) the state standards and accompanying enforcement
procedures are not consistent with section 202(a) of the Act.
    CARB's September 22, 2006, letter to the Administrator notified EPA
that it had formally adopted Malfunction and Diagnostic System
Requirements for 2010 and Subsequent Model-Year Heavy-Duty Engines
(also known as On-

Board Diagnostics or OBD) on December 28, 2005. This regulation can be
found at title 13, California Code of Regulations (CCR), section
1971.1.
    Please provide comment as to whether (a) California's determination
that its regulations as referenced in its September 22, 2006, request
letter, are at least as protective of public health and welfare as
applicable federal standards is arbitrary and capricious, (b)
California needs separate standards to meet compelling and
extraordinary conditions, and (c) California's standards and
accompanying enforcement procedures are consistent with section 202(a)
of the Clean Air Act.

Procedures for Public Participation:

    In recognition that public hearings are designed to give interested
parties an opportunity to participate in this proceeding, there are no
adverse parties as such. Statements by participants will not be subject
to cross-examination by other participants without special approval by
the presiding officer. The presiding officer is authorized to strike
from the record statements that he or she deems irrelevant or
repetitious and to impose reasonable time limits on the duration of the
statement of any participant.
    If a hearing is held, the Agency will make a verbatim record of the
proceedings. Interested parties may arrange with the reporter at the
hearing(s) to obtain a copy of the transcript at their own expense.
Regardless of whether a public hearing is held, EPA will keep the
record open until May 8, 2007. Upon expiration of the comment period,
the Administrator will render a decision on CARB's request based on the
record of the public hearing(s), if any, relevant written submissions,
and other information that he deems pertinent. All information will be
available for inspection at EPA Air Docket. (EPA-HQ-OAR-2006-0844) and
in the edocket as noted above.
    Persons with comments containing proprietary information must
distinguish such information from other comments to the greatest
possible extent and label it as ``Confidential Business Information''
(CBI). If a person making comments wants EPA to base its decision in
part on a submission labeled CBI, then a nonconfidential version of the
document that summarizes the key data or information should be
submitted for the public docket. To ensure that proprietary information
is not inadvertently placed in the docket, submissions containing such
information should be sent directly to the contact person listed above
and not to the public docket. Information covered by a claim of
confidentiality will be disclosed by EPA only to the extent allowed and
by the procedures set forth in 40 CFR Part 2. If no claim of
confidentiality accompanies the submission when EPA receives it, EPA
will make it available to the public without further notice to the
person making comments.

    Dated: February 21, 2007.
William L. Wehrum,
Acting Assistant Administrator, Office of Air and Radiation.
 [FR Doc. E7-3313 Filed 2-26-07; 8:45 am]

BILLING CODE 6560-50-P


BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Ninety-Day Notice of

Great Lakes Aviation, Ltd.

Of intent to terminate service at				Docket OST-1998-3506

Sheridan, Wyoming

Pursuant to Title 49 of the

U.S. Code, Section 41719, Air

Service Termination Notice

NOTICE OF GREAT LAKES AVIATION, LTD.

TO TERMINATE SCHEDULED AIR SERVICE

AT SHERIDAN, WYOMING

Pursuant to Title 49 of the U.S. Code, Section 41719, air service
termination notice, Great Lakes Aviation, Ltd. hereby serves its notice
of intent to terminate the scheduled air service it is providing at
Sheridan, Wyoming.

In accordance with Section 41719, Great Lakes Aviation, Ltd. supplies
the following information:

Identification of Carrier

Great Lakes Aviation, Ltd.

1022 Airport Parkway

Cheyenne, WY 82001

	Communications with respect to this document should be directed to:

	Chuck Howell					David Thomas

	CEO						VP Marketing and Planning

	Great Lakes Aviation, Ltd.			Great Lakes Aviation, Ltd.

	1022 Airport Parkway				1022 Airport Parkway

	Cheyenne, WY 82001				Cheyenne, WY 82001

	Telephone:<PHONE_NUMBER><PHONE_NUMBER>

	Fax:<PHONE_NUMBER><PHONE_NUMBER>

At the time of the filing of this notice, Great Lakes Aviation, Ltd.
operating as Great Lakes Airlines provides service at Sheridan, Wyoming.
 Great Lakes’ schedules are operated utilizing its own ZK two-letter
code and reservation system.  The company also provides high quality
connections through Denver, sold through its Frontier Airlines and
United Airlines code-share agreements.

Great Lakes service at Sheridan currently consists of three daily
non-stop round-trips, with additional weekend non-stop during seasonal
peaks, to Denver International Airport, a major connecting hub for
Frontier Airlines and United Airlines, in 19-seat Raytheon/Beech 1900D
Airliner and 30-seat Embraer EMB-120 Brasilia equipment.

Great Lakes Airlines provides the only scheduled passenger air service
at Sheridan, Wyoming.

The Great Lakes Airlines service being offered is as follows:

Flight Number		From	Departure	To	Arrival	Equip	Frequency

5152			SHR	0600		DEN	0725	EM2	Daily

	5156			SHR	1120		DEN	1253	BE1	Daily

	5150			SHR	1550		DEN	1715	EM2	Daily

	5154			SHR	1726		DEN	1859	BE1	7

	5156			DEN	0925		SHR	1048 	BE1	Daily

	5153			DEN	1355		SHR	1520	EM2	Daily

	5154			DEN	1540		SHR	1716	BE1	7

	5151			DEN	1805		SHR	1930	EM2	6

	5154			DEN	1855		SHR	2020	EM2	X67

	5151			DEN	2015		SHR	2140	EM2	7

		SHR – Sheridan, Wyoming

		DEN – Denver, Colorado

		All flights operate non-stop.

		All times listed are local time in effect as of the date of this
notice.

The Company’s scheduled service has been consistently generating
operating losses.  Fuel costs have continued to increase, with recent
year over year pricing increases of over forty percent, while passenger
traffic and revenue have yet to recover from the nearly 40% drop from
year 2000 numbers.

Current airline ticket pricing trends continue to exacerbate losses
being generated.  Average ticket prices have remained flat over the past
four years, as the industry has been unable to pass increasing jet fuel
and other operating costs onto the consumer.

The Company has been responding to the community’s request for
additional lift during the peak summer months.  Over the past few years,
Great Lakes has provided additional frequencies, and this year utilized
the larger 30-seat equipment, during the market’s seasonal peak,
especially over the weekend periods.  Unfortunately the additional fuel
costs this year have diminished the value of the summer peak, and the
Company is facing additional losses as the traffic resumes its normal
off-peak seasonal patterns.

The effective date of this notice is August 2, 2004.

The effective date of this intended termination is October 31, 2004 (the
last day of scheduled service would be October 31, 2004).

Objections, if any, to this Notice are due on August 22, 2004.

Respectfully Submitted,

Charles R. Howell, IV

CEO

Great Lakes Aviation, Ltd.

Cheyenne, Wyoming

August 2, 2004

Certificate of Service

I hereby certify that I have served on August 2, 2004 by first class
mail a copy of the foregoing 90-day Notice of termination of scheduled
service at Sheridan, Wyoming to each of the persons named on the
attached service list.

Mary Kelly

Marketing Coordinator

Great Lakes Aviation, Ltd.

Service List

The Honorable James Wilson

Mayor, City of Sheridan

55 East Grinnell Plaza

PO Box 848

Sheridan, WY 82801

Mr. John Stopka

Airport Manager

Sheridan County Airport

908 W. Brundage Lane

Sheridan, WY 82801

Mr. Dennis DeVany

Chief, EAS and Domestic Analysis

U.S. Department of Transportation

400 7th Street, SW

Washington, DC 20007

Docket Management Facility

US Department of Transportation

400 7th Street, SW

Nassif Building Room PL-401

Washington, DC 20590-0001

Ms. Shelly Reams

Director of Aviation

Wyoming Department of Transportation

200 East 8th Avenue

Cheyenne, WY 82001


[Federal Register Volume 86, Number 51 (Thursday, March 18, 2021)]
[Notices]
[Pages 14774-14778]
[FR Doc No: 2021-05562]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91318; File No. SR-NASDAQ-2021-002]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To
Modify and Expand the Package of Complimentary Services Provided to
Eligible Companies and To Update the Values of Certain Complimentary
Services

March 12, 2021.

I. Introduction

    On January 8, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to modify and expand the package of complimentary
services provided to eligible companies and to update the values of
certain complimentary services. The proposed rule change was published
in the Federal Register on January 26, 2021.\3\ On February 17, 2021,
the Exchange filed Amendment No. 1 to the proposed rule change, which
amended and replaced the proposed rule change in its entirety.\4\ The
Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment No. 1, from interested
persons and is approving the proposed rule change, as modified by
Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 90955 (January 19,
2021), 86 FR 7155 (``Notice''). No comments were received on the
proposal, other than Nasdaq's amendment to the proposed rule change.
See infra note 4.
    \4\ Amendment No. 1 to the proposed rule change revised the
proposal to (i) extend the complimentary services period for
Eligible Switches (as defined below) that have a market
capitalization of less than $750 million from two to three years,
thereby eliminating a distinction in the length of the complimentary
services period between Eligible New Listings (as defined below) and
Eligible Switches with a market capitalization of under $750
million; and (ii) make minor technical changes. Amendment No. 1 to
the proposed rule change is available on the Commission's website at
https://www.sec.gov/comments/sr-nasdaq-2021-002/srnasdaq2021002-8382244-229339.pdf (``Amendment No. 1'').
---------------------------------------------------------------------------

II. Description of the Proposal, as Modified by Amendment No. 1

    Nasdaq proposes to modify IM-5900-7 regarding the package of
complimentary services that it offers to eligible listed companies to:
(i) Eliminate the tier that provides a higher level of services to
Eligible New Listings \5\ that have a market capitalization of $5
billion or more; \6\ (ii) extend the complimentary services period for
all Eligible New Listings and Eligible Switches \7\ that have a market
capitalization of less than $750 million from two to three years; (iii)
include a Media Monitoring/Social Listening service, Virtual Event
service, and certain Environmental, Social and Governance (``ESG'')
services in the complimentary service package for Eligible New Listings
and Eligible Switches; and (iv) update the values of certain
complimentary services and the approximate retail values of the
complimentary service package offered to each tier of Eligible New
Listings and Eligible Switches.
---------------------------------------------------------------------------

    \5\ See infra note 8 and accompanying text.
    \6\ Under the proposal, Eligible New Listings with a market
capitalization of $5 billion or more will receive the same
complimentary services as Eligible New Listings with a market
capitalization of $750 million or more.
    \7\ See infra note 9 and accompanying text.
---------------------------------------------------------------------------

    Currently, Nasdaq offers complimentary services under IM-5900-7 to
a company listing on the Nasdaq Global or Global Select Market (i) in
connection with an initial public offering in the United States,
including American Depository Receipts (other than a company listed
under IM-5101-2); (ii) upon emerging from bankruptcy; (iii) in
connection with a spin-off or carve-out from another company; (iv) in
connection with a direct listing as defined in IM-5315-1 (including the
listing of American Depository Receipts); or (v) in conjunction with a
business combination that satisfies the conditions in Nasdaq IM-5101-
2(b) (``Eligible New Listing'').\8\ Under IM-5900-7, Nasdaq also offers
complimentary services to a company (i) switching its listing from the
New York Stock Exchange (``NYSE'') to the Global or Global Select
Markets (other than a company listed under IM-5101-2), or (ii) that has
switched its listing from the NYSE and listed on Nasdaq under IM-5101-2
after the company publicly announced that it entered into a binding
agreement for a business combination and that subsequently satisfies
the conditions in IM-5101-2(b) and lists on the Global or Global Select
Market in conjunction with that business combination (``Eligible
Switch'').\9\
---------------------------------------------------------------------------

    \8\ See IM-5900-7(a)(1).
    \9\ See IM-5900-7(a)(2). Nasdaq states that companies switching
from a national securities exchange other than the NYSE are not
eligible to receive complimentary services under IM-5900-7. See
Notice, supra note 3, at 7155 n.3.
---------------------------------------------------------------------------

    The complimentary services that Nasdaq offers currently include a
whistleblower hotline, investor relations website, disclosure services,
audio webcasting, market analytic tools, and market advisory tools,
which may include stock surveillance, global targeting, or an annual
perception study.\10\ For Eligible New Listings and Eligible Switches,
Nasdaq offers different tiers of complimentary services packages based
upon whether the company has a market capitalization of (i) less than
$750 million; (ii) $750 million or more but less than $5 billion; or
(iii) $5 billion or more.\11\ Nasdaq states that it believes that the
complimentary service program offers valuable services to newly listing
companies, is designed to help ease the transition of becoming a public
company or switching markets, and makes listing on Nasdaq more
attractive to these companies.\12\ Nasdaq states that it faces
competition in the market for listing services and that it believes it
is reasonable to offer complimentary services to attract and retain
listings as part of this competition.\13\
---------------------------------------------------------------------------

    \10\ See IM-5900-7(b). According to Nasdaq, in addition, all
companies listed on Nasdaq receive other standard services from
Nasdaq, including Nasdaq Online and the Market Intelligence Desk.
See Notice, supra note 3, at 7155 n.4.
    \11\ See IM-5900-7(c) and (d) for additional detail about the
types of complimentary services and length of the complimentary
services period offered to each tier of Eligible New Listings and
Eligible Switches, respectively. Nasdaq states that it believes that
it is appropriate to offer different services based on a company's
market capitalization given that larger companies generally will
need more and different governance, communication, and intelligence
services. See Notice, supra note 3, at 7157.
    \12\ See Notice, supra note 3, at 7155.
    \13\ See id. at 7157. Nasdaq further states that all similarly
situated companies are eligible for the same package of services.
See id.
---------------------------------------------------------------------------

    Pursuant to the proposed rule change, Nasdaq proposes to eliminate
the third tier of complimentary services offered to Eligible New
Listings, such that all Eligible New Listings with market
capitalization of $750 million or more would be offered the same
complimentary services package.\14\

Nasdaq states that this change would simplify the structure of the
complimentary services package by removing one level of discrimination
among Eligible New Listings.\15\ Nasdaq states that it does not propose
to change the tier structure for Eligible Switches because a typical
Eligible Switch has been an operating entity for a longer period of
time than a typical Eligible New Listing.\16\ As such, according to
Nasdaq, Eligible Switches tend to have larger market capitalization,
larger companies generally will need more services, and accordingly,
the third tier for the Eligible Switches, which provides more services
than the second tier, remains appropriate.\17\ Further, Nasdaq proposes
to extend the complimentary services period for all tiers of Eligible
New Listings and for Eligible Switches that have a market
capitalization less than $750 million from two to three years.\18\
---------------------------------------------------------------------------

    \14\ See proposed IM-5900-7(c)(2).
    \15\ See Notice, supra note 3, at 7157.
    \16\ See Amendment No. 1, supra note 4, at 13 n.30.
    \17\ See id.
    \18\ See id. at 8; proposed IM-5900-7(c)(1) and (2) and (d)(1).
Eligible Switches that have a market capitalization of $750 million
or more or $5 billion or more would continue to receive
complimentary services for four years. See proposed IM-5900-7(d)(2)
and (3).
---------------------------------------------------------------------------

    Moreover, Nasdaq proposes to offer a Media Monitoring/Social
Listening service and a Virtual Event service to Eligible New Listings
and Eligible Switches.\19\ The Media Monitoring/Social Listening
service would track coverage of company mentions, news, and events
across online and social media and, according to Nasdaq, has a retail
value of approximately $12,000 per year.\20\ Through the Virtual Event
service, a company would receive access to a virtual event platform for
use during one investor or capital market day presentation event, which
may occur once in the period during which the company is eligible to
receive services from the complimentary services package.\21\ The
proposal states that the Virtual Event service has a retail value of
approximately $20,400.\22\
---------------------------------------------------------------------------

    \19\ See proposed IM-5900-7(b).
    \20\ See proposed IM-5900-7(b).
    \21\ See Notice, supra note 3, at 7156; proposed IM-5900-7(b).
    \22\ See proposed IM-5900-7(b).
---------------------------------------------------------------------------

    Nasdaq states that, given the increased attention from shareholders
and other stakeholders to ESG disclosure, it proposes to offer Eligible
New Listings and Eligible Switches an ESG Core service.\23\ The ESG
Core service would provide companies with access to a software solution
that would simplify the gathering, tracking, approving, managing and
disclosing of ESG data, including the most universal and useful ESG
metrics to provide insight into the sustainability performance of the
company.\24\ According to the proposal, ESG Core service has a retail
value of approximately $20,000 per year.\25\ Nasdaq states that, in
addition, one-time development fees of approximately $1,000 to
establish the ESG Core product in the first year would be waived.\26\
---------------------------------------------------------------------------

    \23\ See Notice, supra note 3, at 7156.
    \24\ See proposed IM-5900-7(b)(ii).
    \25\ See id.
    \26\ See Notice, supra note 3, at 7156. Nasdaq states that,
currently, the complimentary service package waives one-time
development fees of approximately $5,000 to establish the
complimentary services in the first year for Eligible New Listings
and Eligible Switches. See id. at 7156 n.11; IM-5900-7(c) and (d).
According to Nasdaq, with the additional waiver of one-time
development fees of $1,000 in connection with the ESG Core service,
the new complimentary service package would provide that one-time
development fees of approximately $6,000 will be waived. See Notice,
supra note 3, at 7156 n.11; proposed IM-5900-7(c) and (d).
---------------------------------------------------------------------------

    Nasdaq also proposes to offer Eligible New Listings and Eligible
Switches that have a market capitalization of $750 million or more an
ESG Education and Sector Benchmarking service, whereby companies will
receive access to ESG education, insight, and sector benchmarks to help
them understand the ESG landscape.\27\ According to Nasdaq, the service
would provide insight into capital invested in ESG strategies, an
overview of ESG frameworks, insight into ESG rating providers, and
other ESG information, and the sector benchmarks would provide
transparency into aggregated ESG disclosure practices for the company's
specified sector.\28\ The proposal states that the ESG Education and
Sector Benchmarking service has a retail value of approximately $30,000
per year.\29\
---------------------------------------------------------------------------

    \27\ See proposed IM-5900-7(b)(i).
    \28\ See Notice, supra note 3, at 7156.
    \29\ See proposed IM-5900-7(b)(i).
---------------------------------------------------------------------------

    Nasdaq states that Eligible New Listings and Eligible Switches that
have a market capitalization less than $750 million would be eligible
to receive the ESG Core service, while Eligible New Listings and
Eligible Switches that have a market capitalization of $750 million or
more would be eligible to receive the ESG Core service and the ESG
Education and Sector Benchmarking service.\30\ According to Nasdaq, it
believes that offering different ESG services based on a company's
market capitalization is not unfairly discriminatory because larger
companies generally will need more and different ESG services, and the
distinction based on market capitalization is clear and
transparent.\31\
---------------------------------------------------------------------------

    \30\ See Notice, supra note 3, at 7156.
    \31\ See id. at 7157.
---------------------------------------------------------------------------

    Nasdaq states that it believes that offering the Media Monitoring/
Social Listening service, the Virtual Event service, and the ESG
services to public companies would help them fulfill their
responsibilities as public companies and provide information important
for communicating with their investors.\32\ Nasdaq states that no
company is required to use these services as a condition of
listing.\33\
---------------------------------------------------------------------------

    \32\ See Amendment No. 1, supra note 4, at 10.
    \33\ See Notice, supra note 3, at 7156-57. If a company chooses
to discontinue the services, there would be no effect on the
company's continued listing on the Exchange. See id.
---------------------------------------------------------------------------

    Nasdaq states that proposed IM-5900-7 would describe the
complimentary service package applicable to eligible companies listing
on or after the effective date of this proposed rule change.\34\ Nasdaq
also states that to improve transparency and ease the application of
the rules, it proposes to adopt IM-5900-7A to describe the current
complimentary service package applicable to eligible companies that
list before the effective date of the proposed rule change.\35\ Nasdaq
represents that proposed IM-5900-7 is intended to be substantively
identical to proposed IM-5900-7A, except as modified by this
proposal.\36\
---------------------------------------------------------------------------

    \34\ See id. at 7156. Nasdaq proposes to revise the title of IM-
5900-7 to specify that the rule would apply to eligible companies
listing on or after the effective date of the proposed rule change.
See proposed IM-5900-7.
    \35\ See Notice, supra note 3, at 7156. The Commission notes
that, although proposed IM-5900-7A is substantively identical to
current IM-5900-7, Nasdaq proposes to update the values of certain
complimentary services and the total retail values of the
complimentary service package offered to each tier of Eligible New
Listings and Eligible Switches in IM-5900-7A. See infra note 39 and
accompanying text.
    \36\ See Notice, supra note 3, at 7156.
---------------------------------------------------------------------------

    Nasdaq states, with respect to the proposal to extend the
complimentary services period for Eligible New Listings and for
Eligible Switches that have a market capitalization of less than $750
million, that it believes that it is appropriate to offer complimentary
services for a longer period to those Eligible New Listings and
Eligible Switches that list after approval of this proposal than would
be provided to those companies already listed on Nasdaq, because the
purpose of the proposal is to attract future listings and this
competitive purpose would not be served by providing the complimentary
services for an extended period to companies that are already
listed.\37\ Nasdaq also states that it expects that

companies that consider listing on Nasdaq after the proposal is
approved will take the enhanced offering into account when choosing
their listing market and budgeting for their needs that are met by the
complimentary services, whereas existing listed companies will have
made their market choice and undertaken their financial planning on the
basis of the current services offering and therefore will not be harmed
by the proposed change.\38\
---------------------------------------------------------------------------

    \37\ See Amendment No. 1, supra note 4, at 13-14.
    \38\ See Notice, supra note 3, at 7157.
---------------------------------------------------------------------------

    Finally, Nasdaq proposes to update the stated values of the
services described in proposed IM-5900-7, IM-5900-8, and IM-5900-7A to
reflect their current values.\39\ Nasdaq represents that no other
company would be required to pay higher fees as a result of the
proposed amendments and that providing this service will have no impact
on the resources available for its regulatory programs.\40\
---------------------------------------------------------------------------

    \39\ See id. at 7157. Specifically, Nasdaq proposes to update
the stated retail values of services described in proposed IM-5900-7
and IM-5900-7A as follows: Investor Relations website service from
$17,000 to $17,600 per year; Audio Webcasting service from $7,000 to
$7,800 per year; and Global Targeting service from $44,000 to
$48,000 per year. See proposed IM-5900-7, IM-5900-7A, and IM-5900-8.
Nasdaq also proposes to make corresponding revisions to the stated
total retail value of services per year that is provided to each
tier of Eligible New Listings and Eligible Switches. See proposed IM
5900-7 and IM-5900-7A.
    \40\ See Notice, supra note 3, at 7157. Nasdaq also represents
that the proposed rule change will help ensure that individual
listed companies are not given specially negotiated packages of
products or services to list, or remain listed. See id. at 7158.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change, as
modified by Amendment No. 1, and finds that it is consistent with the
requirements of Section 6 of the Act.\41\ Specifically, the Commission
believes the proposed rule change, as modified by Amendment No. 1, is
consistent with the provisions of Sections 6(b)(4) and (5) of the
Act,\42\ in particular, in that it is designed to provide for the
equitable allocation of reasonable dues, fees, and other charges among
Exchange members, issuers, and other persons using the Exchange's
facilities, and, in general to protect investors and the public
interest and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. Moreover, the Commission
believes that the proposed rule change, as modified by Amendment No. 1,
is consistent with Section 6(b)(8) of the Act \43\ in that it does not
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \41\ 15 U.S.C. 78f. In approving this proposed rule change, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
    \42\ 15 U.S.C. 78f(b)(4) and (5).
    \43\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Commission believes that it is consistent with the Act for
Nasdaq to eliminate the third tier of complimentary services offered to
Eligible New Listings. Under the proposal, all Eligible New Listings
with a market capitalization of $750 million or more would be offered
the same complimentary services package for three years. Therefore,
this change would have the effect of treating any company with a market
capitalization at or above $750 million the same in terms of the
complimentary services provided upon listing, whereas under the current
rule Eligible New Listings with a market capitalization of $5 billion
or more received more complimentary services than other Eligible New
Listings. The Commission notes that the stated total retail value of
the complimentary services packages offered to Eligible New Listings
with a market capitalization of $5 billion or more would increase under
the proposal when such companies are included in the revised market
capitalization tier of $750 million or more, notwithstanding the
elimination of the third tier.\44\ Eligible Switches under the proposal
will still maintain their existing three tier structure, which includes
the highest tier applicable to Eligible Switches with market
capitalizations of $5 billion or more. Nasdaq states that Eligible
Switches tend to have a larger market capitalization than Eligible New
Listings and these larger companies generally will need more services,
and therefore it believes that retaining the third tier for Eligible
Switches remains appropriate.\45\
---------------------------------------------------------------------------

    \44\ According to Nasdaq, the total retail value of the
complimentary services package that would be made available to
Eligible New Listings with a market capitalization of $5 billion or
more that list before the effective date of the proposed rule change
is up to approximately $186,400 per year, and the complimentary
services would be offered for two years. See proposed IM-5900-
7A(c)(3). Also according to Nasdaq, the total retail value of the
complimentary services package that would be made available to
Eligible New Listings with a market capitalization of $750 million
or more that list on or after the effective date of the proposed
rule change is up to approximately $200,400 per year, with respect
to complimentary services that would be offered for three years, and
the company would receive one Virtual Event during that period with
a retail value of approximately $20,400. See proposed IM-5900-
7(c)(2).
    \45\ See supra notes 16-17 and accompanying text.
---------------------------------------------------------------------------

    The Commission believes that it is consistent with the Act for
Nasdaq to extend the complimentary services period offered to all
Eligible New Listings and for Eligible Switches that have a market
capitalization of less than $750 million from the current two years to
three years. Under the proposal, the complimentary services period
offered to Eligible Switches that have a market capitalization of $750
million or more but less than $5 billion, or that have a market
capitalization of $5 billion or more, will remain at four years.
Therefore, under the proposal, Eligible New Listings and Eligible
Switches that have a market capitalization of less than $750 million
would continue to have a complimentary services period of the same
length. In addition, the proposal would reduce the discrepancy between
the length of the complimentary services period offered to these
companies and the length of the complimentary services period offered
to Eligible Switches with a market capitalization of $750 million or
more.
    The Commission also believes that it is consistent with the Act for
Nasdaq to offer Media Monitoring/Social Listening, Virtual Event, and
ESG services to Eligible New Listings and Eligible Switches. Nasdaq
states that it believes that offering the Media Monitoring/Social
Listening service and Virtual Event service to public companies
promotes just and equitable principles of trade and protects investors
and the public interest by helping Eligible New Listings and Eligible
Switches fulfill their responsibilities as public companies through
enhanced stakeholder engagement.\46\ Further, Nasdaq states that
offering the ESG Core service and the ESG Education and Sector
Benchmarking service similarly promotes just and equitable principles
of trade and protects investors and the public interest by allowing
Nasdaq-listed companies to enhance ESG disclosure relevant to
shareholders investment decisions.\47\ In addition, Nasdaq states that
no company is required to use these complimentary services.\48\
Further, Nasdaq states that offering different ESG services based on a
company's market capitalization is not unfairly discriminatory because
larger companies generally will need more and different ESG services,
and that the distinction based on market capitalization is clear and
transparent.\49\
---------------------------------------------------------------------------

    \46\ See Notice, supra note 3, at 7157.
    \47\ See id.
    \48\ See id.
    \49\ See supra note 31 and accompanying text.
---------------------------------------------------------------------------

    The Commission believes that Nasdaq is responding to competitive
pressures in the market for listings in making this proposal. Nasdaq
states in its proposal that it faces competition in the market

for listing services and that it competes, in part, by offering
complimentary services to companies.\50\ Specifically, Nasdaq is
increasing the types of complimentary services offered and, in certain
instances, expanding the complimentary services period for Eligible New
Listings and Eligible Switches that list on or after the effective date
of the proposed rule change. Nasdaq states that it believes that it is
appropriate to offer complimentary services for a longer period for
Eligible New Listings and certain Eligible Switches that list after
this date because the competitive purpose of the proposal, to attract
future listings, would not be served by extending the period of
complimentary services for companies that are already listed.\51\
Nasdaq also states that existing listed companies would not be harmed
by the proposal because they have already made their market choice and
planned their budget on the basis of the current services offering.\52\
The Commission believes that it is reasonable and consistent with
Sections 6(b)(4) and 6(b)(5) of the Act \53\ for the Exchange to expand
the types of complimentary services and the length of the complimentary
services period offered to Eligible New Listings and Eligible Switches
that list on or after the effective date of the proposed rule change.
In addition, the Commission believes that the proposed rule reflects
the current competitive environment for exchange listings among
national securities exchanges, and is appropriate and consistent with
Section 6(b)(8) of the Act.\54\
---------------------------------------------------------------------------

    \50\ See supra note 13 and accompanying text.
    \51\ See supra note 37 and accompanying text.
    \52\ See supra note 38 and accompanying text.
    \53\ 15 U.S.C. 78f(b)(4) and (5).
    \54\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    As noted in the Commission's previous order approving IM-5900-7,
Section 6(b)(5) of the Act does not require that all issuers be treated
the same; rather, the Act requires that the rules of an exchange not
unfairly discriminate between issuers.\55\ In addition, the Commission
believes that describing in the Exchange's rules the products and
services available to listed companies and their associated values, as
well as the length of time companies are entitled to receive such
services, will ensure that individual listed companies are not given
specially negotiated packages of products or services to list, or
remain listed, that would raise unfair discrimination issues under the
Act.\56\ The Commission has previously found that the package of
complimentary services offered to Eligible New Listings and Eligible
Switches is equitably allocated among issuers consistent with Section
6(b)(4) of the Act and that describing the values of the services adds
greater transparency to the Exchange's rules and to the fees applicable
to such companies.\57\ Based on the foregoing, the Commission believes
that Nasdaq has provided a sufficient basis for (i) eliminating the
third tier based on market capitalization for complimentary services
offered to Eligible New Listings; (ii) extending the complimentary
services time period for Eligible New Listings and for Eligible
Switches with a market capitalization of less than $750 million from
two to three years; (iii) adding the Media Monitoring/Social Listing
service, Virtual Event service, and certain ESG services to the
complimentary services package offered to Eligible New Listings and
Eligible Switches; and (iv) implementing these changes for companies
listing on or after the effective date of the proposed rule change. The
Commission believes that the proposal does not unfairly discriminate
among issuers and is therefore consistent with Section 6(b)(5) of the
Act. For similar reasons, the Commission believes that the packages of
complimentary services to be offered pursuant to Nasdaq's proposal are
equitably allocated among issuers consistent with Section 6(b)(4) of
the Act.
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    \55\ 15 U.S.C. 78f(b)(5); see also Securities Exchange Act
Release No. 65963 (December 15, 2011), 76 FR 79262, 79266 (December
21, 2011) (approving NASDAQ-2011-122) (``2011 Approval Order'')
(``The Commission believes that NASDAQ has provided a sufficient
basis for its different treatment of Eligible Switches and that this
portion of NASDAQ's proposal meets the requirements of the Act in
that it reflects competition between exchanges, with NASDAQ offering
discounts for transfers of listings from a competing exchange.'').
    \56\ See Securities Exchange Act Release No. 79366 (November 21,
2016), 81 FR 85663, 85665 (November 28, 2016) (approving NASDAQ-
2016-106) (``2016 Approval Order'') (citing Securities Exchange Act
Release No. 65127 (August 12, 2011), 76 FR 51449, 51452 (August 18,
2011) (approving NYSE-2011-20)). The Commission notes that Nasdaq
represents that no other company will be required to pay higher fees
as a result of the proposal, that the proposal will have no impact
on the resources available for its regulatory programs, and that the
proposal will help to ensure that individual listed companies are
not given specially negotiated packages of products or services to
list, or remain listed. See supra note 40 and accompanying text.
    \57\ See 2016 Approval Order, supra note 56, at 85665; 2011
Approval Order, supra note 55, at 79266.
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    The Commission also believes that it is reasonable, and in fact
required by Section 19(b) of the Act, that Nasdaq amend its rules to
update the products and services it offers to Eligible New Listings,
Eligible Switches, and other Acquisition Companies listed under IM-
5101-2, including the time periods for which such products and services
are offered and the commercial value of such products and services.
This provides greater transparency to the Exchange's rules and the
fees, and the value of free products and services, applicable to listed
companies.
    Finally, the Commission finds that it is consistent with Section
6(b)(5) of the Act \58\ for Nasdaq to make various technical and
conforming revisions to facilitate clarity of its rules.
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    \58\ 15 U.S.C. 78f(b)(5).
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IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule
Change

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
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-NASDAQ-2021-002 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2021-002. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for

inspection and copying at the principal office of the Exchange. All
comments received will be posted without change. Persons submitting
comments are cautioned that we do not redact or edit personal
identifying information from comment submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASDAQ-2021-002 and should
be submitted on or before April 8, 2021.

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

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
1 in the Federal Register. The Commission notes that the original
proposal was published for comment in the Federal Register,\59\ and the
Commission did not receive any comments other than Nasdaq's amendment
to the proposed rule change. The Commission also notes that while in
the current rule, the complimentary services period for Eligible New
Listings and for Eligible Switches with a market capitalization of less
than $750 million is two years, the original proposal would have
extended this period to three years for Eligible New Listings only. By
amending the proposal to extend the complimentary services period for
Eligible Switches with a market capitalization of less than $750
million from two to three years, Amendment No. 1 eliminates what would
have been a new difference between the length of the complimentary
services period offered to Eligible Switches with a market
capitalization of less than $750 million and the length of the
complimentary services period offered to Eligible New Listings. This
change, and the other minor clarifying changes in Amendment No. 1,
assist the Commission in evaluating the Exchange's proposal and in
determining that it is consistent with the Act. Accordingly, the
Commission finds good cause, pursuant to Section 19(b)(2) of the
Act,\60\ to approve the proposed rule change, as modified by Amendment
No. 1, on an accelerated basis.
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    \59\ See Notice, supra note 3.
    \60\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\61\ that the proposed rule change (SR-NASDAQ-2021-002), as
modified by Amendment No. 1, be, and it hereby is, approved on an
accelerated basis.
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    \61\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\62\
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    \62\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05562 Filed 3-17-21; 8:45 am]
BILLING CODE 8011-01-P