[Federal Register Volume 87, Number 57 (Thursday, March 24, 2022)]
[Notices]
[Pages 16811-16816]
[FR Doc No: 2022-06187]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94466; File No. SR-NASDAQ-2022-024]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Create a Monthly Media Enterprise License for the Distribution of
Nasdaq Basic to the General Investing Public for Display Usage

March 18, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 9, 2022, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``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 Substance
of the Proposed Rule Change

    The Exchange proposes to amend the Exchange's fees to create a
monthly Media Enterprise License for the distribution of Nasdaq Basic
to the general investing public for Display Usage.
    The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed

any comments it received on the proposed rule change. The text of these
statements may be examined at the places specified in Item IV below.
The Exchange has prepared summaries, set forth in sections A, B, and C
below, of the most significant aspects of such statements.

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

1. Purpose
    The purpose of the Proposal is to create a monthly Media Enterprise
License for the distribution of Nasdaq Basic to the general investing
public for Display Usage.\3\
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    \3\ The Exchange initially filed the proposed pricing changes on
January 31, 2022 (SR-NASDAQ-2022-014). On February 14, 2022, the
Exchange withdrew that filing and submitted a new filing (SR-NASDAQ-
2022-016). The second filing was withdrawn on February 28, 2022, and
replaced with another filing (SR-NASDAQ-2022-018). This last filing
was withdrawn on March 9, 2022, and replaced with this filing.
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Nasdaq Basic
    Nasdaq Basic is a real-time market data product that offers best
bid and offer and last sale information for all U.S. exchange-listed
securities based on liquidity within the Nasdaq market center and
trades reported to the FINRA/Nasdaq Trade Reporting Facilities at
Chicago and Carteret (``TRFs''). It is a subset of the core quotation
and last sale data provided by securities information processors
(``SIPs''), which distribute consolidated data pursuant to the CTA/CQ
Plan and the UTP Plan.
    Nasdaq Basic is separated into three components, which may be
purchased individually or in combination: (i) Nasdaq Basic for Nasdaq,
which contains the best bid and offer on the Nasdaq Market Center and
last sale transaction reports for Nasdaq and the FINRA/Nasdaq TRFs for
Nasdaq-listed stocks; (ii) Nasdaq Basic for NYSE, which covers NYSE-
listed stocks, and (iii) Nasdaq Basic for NYSE American, which provides
data on stocks listed on NYSE American and other listing venues that
disseminate quotes and trade reports on Tape B. The specific data
elements available through Nasdaq Basic are: (i) Nasdaq Basic Quotes
(``QBBO''), the best bid and offer and associated size available in the
Nasdaq Market Center, as well as last sale transaction reports; \4\
(ii) Nasdaq opening and closing prices, as well as IPO and trading halt
cross prices; and (iii) general exchange information, including systems
status reports, trading halt information, and a stock directory.
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    \4\ Last sale transaction reports are available from both Nasdaq
Last Sale and Nasdaq Last Sale Plus. See Equity 7, Section 139(e)
(``NLS Plus may be received by itself or in combination with Nasdaq
Basic.''). The customer that purchases Nasdaq Basic will also
receive Nasdaq Last Sale because it is a component of Nasdaq Basic.
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Proposed Changes
Media Enterprise License
    Nasdaq proposes to introduce a Media Enterprise License that will
allow any External Distributor \5\ to disseminate Nasdaq Basic, or any
subset thereof,\6\ to the general investing public for Display Usage
\7\ for a monthly fee of $100,000.\8\ Information may be distributed
via television, websites, mobile devices, or any other unrestricted
means of transmission to an unlimited number of Users.\9\ A Hosted
Display Solution \10\ may be used to distribute data under this
license, provided that the External Distributor purchases a separate
Media Enterprise License for each such Hosted Display Solution.
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    \5\ The term ``Distributor'' refers to any entity that receives
Nasdaq Basic data directly from Nasdaq or indirectly through another
entity and then distributes it to one or more Subscribers. Equity 7,
Section 147(d)(1). ``External Distributors'' are Distributors that
receive Nasdaq Basic data and then distribute that data to one or
more Subscribers outside the Distributor's own entity. Equity 7,
Section 147(d)(1)(B).
    \6\ The Exchange expects most purchasers of the proposed license
to distribute last sale transaction reports and best bid and offer
information. Firms will have the discretion, however, to distribute
less than the full set of information available--for example, some
firms may distribute last sale information only--or to distribute
all of the information available on Nasdaq Basic.
    \7\ ``Display Usage'' means any method of accessing Nasdaq Basic
data that involves the display of such data on a screen or other
visualization mechanism for access or use by a natural person or
persons. Equity 7, Section 147(d)(2).
    \8\ The proposed license will not cover the Distributor Fee for
Nasdaq Basic set forth in Equity 7, Section 147(c)(1).
    \9\ The Exchange proposes to define a ``User'' as ``a natural
person who has access to Exchange information.'' Equity 7, Section
147(d)(7).
    \10\ A ``Hosted Display Solution'' is a product, solution or
capability provided by a Distributor in which the Distributor makes
available Nasdaq data or Derived Data to an application branded or
co-branded with the third-party brand for use by external
subscribers of the third-party entity or Distributor. The
Distributor maintains control of the data, entitlements and display
of the product, solution or capability. Hosted Display Solutions
include, but are not limited to: (1) ``Widgets'' (such as an iframe,
applet, or other solution), in which the Hosted Display Solution is
a part or a subset of a website or platform hosted or maintained by
the third-party entity; and (2) ``White Labels,'' in which the
Distributor hosts or maintains the website or platform on behalf of
the third-party entity. Equity 7, Section 147(d)(5).
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    Distribution of Nasdaq Basic through the Media Enterprise License
will be subject to two primary restrictions. First, distribution of
Derived Data \11\ is not permitted. The purpose of the license is to
disseminate accurate market information to the general investing
public. Derived Data--which cannot be reverse engineered to recreate
Nasdaq information, or be used to create other data that is
recognizable as a reasonable substitute for Nasdaq information--does
not serve that purpose.
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    \11\ ``Derived Data'' is pricing data or other information that
is created in whole or in part from Nasdaq information; it cannot be
reverse engineered to recreate Nasdaq information, or be used to
create other data that is recognizable as a reasonable substitute
for Nasdaq information. Equity 7, Section 147(d)(6).
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    Second, data may only be used for informational and non-trading
purposes. Nasdaq Basic information may only be distributed on platforms
pre-approved by the Exchange as providing a reasonable basis to
conclude that all Users of such Information are either Non-
Professionals \12\ or Professionals \13\ whom the Distributor has no
reason to believe are using Nasdaq Basic in their professional
capacity. A Distributor has ``no reason to believe'' that Nasdaq Basic
is being used in a professional capacity when, for example, the data is
made available to the general investing public in a format that would
be ``unlikely to be of significant use to Professionals acting in a
professional capacity.'' \14\
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    \12\ A ``Non-Professional Subscriber'' is a natural person who
is not: (A) Registered or qualified in any capacity with the
Securities and Exchange Commission, the Commodity Futures Trading
Commission, any state securities agency, any securities exchange or
association, or any commodities or futures contract market or
association; (B) engaged as an `investment adviser' as that term is
defined in Section 202(a)(11) of the Investment Advisers Act of 1940
(whether or not registered or qualified under that Act); or (C)
employed by a bank or other organization exempt from registration
under federal or state securities laws to perform functions that
would require registration or qualification if such functions were
performed for an organization not so exempt. Equity 7, Section
147(d)(4)(A).
    \13\ A ``Professional Subscriber'' is any Subscriber other than
a Non-Professional Subscriber. Equity 7, Section 147(d)(4)(B).
    \14\ Securities Exchange Act Release No. 34-82723 (February 15,
2018), 83 FR 7812 (February 22, 2018) (SR-NASDAQ-2018-010)
(discussing when a distributor of NLS has ``no reason to believe''
that it is being used by Professionals acting in their professional
capacity).
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    The proposed Media Enterprise License does not cover the
Distributor Fee for Nasdaq Basic set forth in subparagraph (c)(1).
Extension to Broker-Dealer Enterprise Licenses
    Nasdaq also proposes to provide the Media Enterprise License at no
additional cost to broker-dealers that purchase either of the following
two enterprise licenses: (i) The license to distribute Nasdaq Basic to
natural persons in a brokerage relationship with

the broker-dealer at Equity 7, Section 147(b)(5); or (ii) the Market
Data Enterprise License for Display Usage at Equity 7, Section 132. All
of the terms and conditions set forth in Equity 7, Section 147(b)(6)
will apply to any broker-dealer obtaining the license pursuant to
either of these subsections.
    The enterprise license at Equity 7, Section 147(b)(5), allows a
broker-dealer to distribute Nasdaq Basic, or Derived Data therefrom,
through any electronic system approved by Nasdaq, to an unlimited
number of Professional and Non-Professional Subscribers who are natural
persons and with whom the broker-dealer has a brokerage relationship
for a monthly fee of $100,000.\15\ That license currently includes the
right to distribute Nasdaq Last Sale (``NLS'') \16\ data to the general
investing public for Display Usage without paying the fees set forth in
Equity 7, Section 139(b), subject to all of the provisions set forth
therein, excluding those related to the payment of fees.\17\
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    \15\ Equity 7 Section 147(b)(5).
    \16\ NLS provides real-time last sale information for executions
occurring within the Nasdaq market center and trades reported to the
jointly-operated FINRA/Nasdaq TRFs. The NLS data feed, which
provides price, volume and time of execution data for last sale
transactions, includes transaction information for Nasdaq-listed
stocks (``NLS for Nasdaq'') and for stocks listed on NYSE, NYSE
American, and other Tape B listing venues (``NLS for NYSE/NYSE
American''). It is, like Nasdaq Basic, a non-core product that
provides a subset of the core data provided by the SIPs under the
CTA and UTP plans. See, e.g., Securities Exchange Act Release No.
91874 (May 12, 2021), 86 FR 26985 (May 18, 2021) (SR-Nasdaq-2021-
036).
    \17\ The Nasdaq Basic enterprise license also includes a number
of other provisions and restrictions, including but not limited to:
(i) A limitation that the use of the data by a Professional
Subscriber shall be limited to the brokerage relationship, except
that Nasdaq Basic data may be made available for up to 4,500
internal Subscribers without incurring additional fees; (ii) a
requirement for a separate enterprise license for each discrete
electronic system; (iii) a requirement that the broker-dealer pay
distributor fees under paragraph (c)(1); and (iv) a requirement that
the broker-dealer report the number of Subscribers receiving Nasdaq
Basic under this license. Equity 7, Section 147(b)(5).
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    Nasdaq proposes to add a reference to the Media Enterprise License
to Equity 7, Section 147(b)(5). If a customer chooses to continue to
distribute NLS it may do so without change.
    The Market Data Enterprise License for Display Usage at Equity 7,
Section 132, allows a Distributor that is also a broker-dealer or an
investment adviser to distribute, for Display Usage only, Depth-of-Book
data and Nasdaq Basic to an unlimited number of internal and external
recipients, to be used only in the context of a brokerage relationship
with a broker-dealer or an engagement with an Investment Adviser. The
license currently allows unlimited external distribution of NLS and NLS
Plus through one of the mechanisms for the general investing public
identified at Equity 7, Section 139(b), provided that platforms
distributing such information are pre-approved by the Exchange as
reasonably designed to meet the requirements with respect to each of
the products identified. This license may be purchased for a monthly
fee of $600,000, or the Distributor may purchase a full twelve months
of the license in advance for a monthly fee of $500,000.
    The Exchange proposes to add a reference to Nasdaq Basic for the
Market Data Enterprise License. If the purchaser wishes to continue to
distribute NLS after the Proposal, it may do so without change.
Extension to Short Interest Report
    Nasdaq distributes a Short Interest Report under a fee schedule set
forth at Equity 7, Section 122(c). Distributors that currently purchase
enterprise licenses at Equity 7, Section 123(c)(3) or Equity 7, Section
147(b)(5), or that expend $5,000 or more on any product offered at
Equity 7, Section 139 in a particular month, excluding distributor fees
at Equity 7, Section 139(c), may distribute the Short Interest Report
to an unlimited number of external Subscribers, or on an open website,
for $1,500 per month. The Exchange proposes to add the Media Enterprise
License at Equity 7, Section 147(b)(6) to the list of licenses which
will allow distribution of the Short Interest Report to an unlimited
number of external Subscribers or on an open website for $1,500 per
month.\18\
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    \18\ In addition, Nasdaq proposes to correct current references
to ``NYSE MKT,'' which no longer exists, to ``NYSE American,'' and
revise numbering to accommodate the addition of new Subsection
147(b)(6).
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Discussion
    This Proposal is a response to customer requests. A number of
firms, including financial media firms, mobile application vendors, and
data vendors, have informed Nasdaq that they have observed an increase
in demand for bid and offer information from the general investing
public, and requested that Nasdaq create the proposed enterprise
license. These potential customers compared Nasdaq's market data fee
schedule to that of one of its competitors, which already allows
general news websites to distribute real-time quote and trade
information on open public websites and applications,\19\ and concluded
that overall market transparency would be improved if Nasdaq Basic
Quotes were distributed on open public websites and applications as
well.
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    \19\ See, e.g., Securities Exchange Act Release No. 79699
(December 28, 2016), 82 FR 892 (January 4, 2017) (SR-BatsEDGA-2016-
32) (introducing the digital media license for Bats EDGA); see also
Cboe One Feed, Digital Media License, available at https://www.cboe.com/us/equities/market_data_services/cboe_one/(allowing
general news websites to distribute real-time quote and trade
information on open public websites and applications; information
may be distributed via television, websites and mobile devices for
informational and non-trading purposes only).
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    Upon consideration of these requests, Nasdaq has determined that
distribution of best bid and offer information is in the best interest
of our customers and the market as a whole. When NLS was introduced in
2007, it was a significant leap forward for Retail Investors. NLS
allowed, for the first time, a cost-effective method for the retail
audience to gain insights into the real time price movements of US
securities on open websites. The release of pre-trade information on a
similar basis is the next step in expanding the availability and
accessibility of accurate and reliable trading information, increasing
overall transparency.
    Nasdaq believes that there is little risk that the proposed license
will change the way that Professionals use pre-trade data. Although the
new license may occasionally result in incidental professional use,
data that is generally available to online customers via television,
open websites, mobile devices, or any other unrestricted means of
transmission is unlikely to have the breadth or depth of information,
or desktop applications, used by professionals. Information for
professional use is typically distributed through firewall-protected
websites, intranet sites, secured terminals, or is otherwise protected
from widespread dissemination.\20\ As an additional safeguard, Nasdaq
proposes that any platform used to distribute data under this license
contain sufficient controls to ensure that the feeds cannot be modified
into a data feed or otherwise made suitable for professional use.
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    \20\ Professionals are also subject to regulatory requirements
not applicable to the general investing public that require
different sets of information to be displayed. SEC Rule 603(c), for
example, requires Professionals to provide consolidated information,
rather than proprietary data, under certain circumstances. See 17
CFR 242.603(c).
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    The Exchange expects the new license to be attractive to financial
media outlets, search engines and firms engaged in the development and
sale of new financial applications. Based on Nasdaq's familiarity with
the market, it

also believes that broker-dealers that currently distribute last sale
transaction reports to the general investing public would similarly be
interested in distributing QBBO information on their open websites to
generate traffic and attract customers.
    Any firm that is interested in distributing Nasdaq Basic to the
general investing public under the conditions set forth in the proposed
rule would be able to do so. The Exchange expects financial media
firms, firms engaged in the development and sale of new financial
applications, broker-dealers, and data vendors in particular to benefit
from the proposed license. The Proposal will promote competition as it
is similar to a media license already offered by another exchange.\21\
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    \21\ See Cboe One Feed, Digital Media License, available at
https://www.cboe.com/us/equities/market_data_services/cboe_one/
(allowing general news websites to distribute real-time quote and
trade information on open public websites and applications;
information may be distributed via television, websites and mobile
devices for informational and non-trading purposes only).
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2. Statutory Basis
    The Exchange believes that its Proposal is consistent with Section
6(b) of the Act,\22\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\23\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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    \22\ See 15 U.S.C. 78f(b).
    \23\ See 15 U.S.C. 78f(b)(4) and (5).
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The Proposal Is an Equitable Allocation of Reasonable Dues, Fees and
Other Charges
    As the Commission and courts \24\ have recognized, ``[i]f
competitive forces are operative, the self-interest of the exchanges
themselves will work powerfully to constrain unreasonable or unfair
behavior.'' \25\ Accordingly, ``the existence of significant
competition provides a substantial basis for finding that the terms of
an exchange's fee proposal are equitable, fair, reasonable, and not
unreasonably or unfairly discriminatory.'' \26\ Competition among
exchanges in the sale of top-of-book data is a powerful competitive
force that constrains the price of top-of-book data products.
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    \24\ The decision of the United States Court of Appeals for the
District of Columbia Circuit in NetCoalition v. SEC, 615 F.3d 525
(D.C. Cir. 2010) upheld the Commission's reliance upon competitive
markets to set reasonable and equitably allocated fees for market
data. ``In fact, the legislative history indicates that the Congress
intended that the market system evolve through the interplay of
competitive forces as unnecessary regulatory restrictions are
removed and that the SEC wield its regulatory power in those
situations where competition may not be sufficient, such as in the
creation of a consolidated transactional reporting system.''
NetCoalition I, at 535 (quoting H.R. Rep. No. 94-229, at 92 (1975),
as reprinted in 1975 U.S.C.C.A.N. 321, 323) (internal quotation
marks omitted). The court agreed with the Commission's conclusion
that ``Congress intended that competitive forces should dictate the
services and practices that constitute the U.S. national market
system for trading equity securities.'' Id. (quoting Securities
Exchange Act Release No. 59039 (December 2, 2008), 73 FR 74770,
74,771 (December 9, 2008) (SR-NYSEArca-2006-21)).
    \25\ See Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770 (December 9, 2008) (SR-NYSEArca-2006-21).
    \26\ Id.
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    Nasdaq Basic provides choices to broker-dealers and other data
consumers by offering less than the quantum of data provided through
the consolidated tape feeds, but at a lower price. All of the top-of-
book proprietary products offered by the exchanges are readily
substitutable for each other.
    Top-of-book data can be used for many purposes--from a retail
investor casually surveying the market to sophisticated market
participants using it for a variety of applications, such as investment
analysis, risk management, or portfolio valuation.
    All major exchange groups compete to sell top-of-book data. Nasdaq
Basic provides data derived from liquidity within the Nasdaq market
center and trades reported to the FINRA/Nasdaq TRFs. The NYSE BQT feed
disseminates top-of-book information from the NYSE, NYSE American, NYSE
Arca, NYSE National and NYSE Chicago exchanges.\27\ The Cboe One
Summary Feed provides data from the four Cboe equities exchanges: BZX
Exchange, BYX Exchange, EDGX Exchange and EDGA Exchange.\28\
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    \27\ See New York Stock Exchange, NYSE Best Quote & Trades
(BQT), available at https://www.nyse.com/market-data/real-time/nyse-bqt.
    \28\ See Cboe Market Data Services, U.S. Equities, U.S. Equities
Market Data Products, available at: https://markets.cboe.com/us/
equities/market_data_services/
#:~:text=Cboe%20Top%20is%20a%20real,time%20on%20a%20Cboe%20book.&text
=It%20is%20a%20real%2Dtime,time%20on%20a%20Cboe%20book.
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    Nasdaq, NYSE and Cboe compete on price and quality. Like Nasdaq,
both NYSE \29\ and Cboe \30\ offer enterprise licenses for their top-of
book feeds. All of these top-of-book data feeds are substitutes. The
value of the data depends on its quality, which is in large part
determined by the amount of order flow attracted by the exchange--the
more order flow, the more quotes and trades, and the better the
exchange data will be able to match the NBBO.
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    \29\ See New York Stock Exchange, NYSE Best Quote & Trades
(BQT), available at https://www.nyse.com/market-data/real-time/nyse-bqt.
    \30\ See Cboe, Market Data Services, Cboe One Feed, available at
https://markets.cboe.com/us/equities/market_data_services/cboe_one/.
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    Competition among exchanges for order flow has long been recognized
by the courts. As the D.C. Circuit stated in NetCoalition v. Securities
and Exchange Commission, ``[n]o one disputes that competition for order
flow is `fierce.' . . . `In the U.S. national market system, buyers and
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders
for execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers' . . . .'' \31\
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    \31\ See NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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    The proposed Media Enterprise License is an element of the
competition among exchanges for the sale of top-of-book feeds. As
explained above, it was drafted in response to requests from potential
customers, including financial media firms, mobile application vendors,
and data vendors, and also as a response to the license offered by one
of Nasdaq's competitors allowing general news websites to distribute
real-time quote and trade information.\32\ The Exchange expects the new
license to be attractive to financial media outlets, search engines,
and firms engaged in the development and sale of new financial
applications, as well as broker-dealers, and expects that the increased
dissemination of Nasdaq data will enhance Nasdaq's ability to compete
with other exchanges in the sale of top-of-book data.
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    \32\ See, e.g., Securities Exchange Act Release No. 79699
(December 28, 2016), 82 FR 892 (January 4, 2017) (SR-BatsEDGA-2016-
32) (introducing the digital media license for Bats EDGA); see also
Cboe One Feed, Digital Media License, available at https://www.cboe.com/us/equities/market_data_services/cboe_one/ (allowing
general news websites to distribute real-time quote and trade
information on open public websites and applications; information
may be distributed via television, websites and mobile devices for
informational and non-trading purposes only).
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    In addition to the new Media Enterprise License, Nasdaq proposes to
expand the broker-dealer enterprise license at Equity 7, Section
147(b)(5), and the Market Data Enterprise License for Display Usage at
Equity 7, Section 132, to include the Media Enterprise License at no
additional cost. The Exchange also proposes to add the Media Enterprise
License at Equity 7,

Section 147(b)(6) to the list of licenses which will allow distribution
of the Short Interest Report to an unlimited number of external
Subscribers or on an open website for a monthly fee. All of these
changes will expand existing services at no additional cost to the
purchaser.
    The fact that the new Media Enterprise License is subject to
competition provides a substantial basis for a finding that the terms
of the proposal are equitable, fair, and reasonable.
The Proposal Does Not Permit Unfair Discrimination
    The Proposal is not unfairly discriminatory. The proposed license
will be available to any External Distributor to disseminate Nasdaq
Basic to the general investing public for Display Usage. Broker-dealers
that purchase the enterprise licenses at Equity 7, Sections 147(b)(5)
and 132 will be able to distribute the same data to the general
investing public at no additional charge, beyond the fees for the
underlying licenses, and, as discussed above, these broker-dealers may
continue to distribute NLS as they did before this change. Any firm
that is interested in distributing Nasdaq Basic to the general
investing public under the conditions set forth in the proposed rule
would be able to do so on a non-discriminatory basis.
    With respect to the Short Interest Report at Equity 7, Section
122(c), there is no unfair discrimination in allowing customers another
means to qualify for purchase of the Short Interest Report for a
reduced fee.
    For all of the reasons set forth herein, the proposed Media
Enterprise License will be subject to significant competition, and that
competition will ensure that there is no unfair discrimination. The
Proposal will also benefit the general investing public by lowering the
cost of distributing Nasdaq Basic, thereby enhancing overall market
transparency.

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. With respect to inter-market
competition--the competition among SROs--the Exchange's ability to
price market data products is constrained by competition among
exchanges for top-of-book data. The proposed Media Enterprise License
is itself a response to a similar product offered by another exchange,
and other exchanges are free to follow Nasdaq in offering their own
version of the product. With respect to intra-market competition--the
competition among consumers of exchange data--the Exchange expects the
Proposal to promote competition by making Nasdaq Basic freely available
to any External Distributor willing to distribute it to the general
investing public under the terms set forth in this license.
Intermarket Competition
    As discussed in detail under Statutory Basis, Nasdaq competes with
other exchanges in the sale of top-of-book products.
    Nasdaq is offering the proposed Media Enterprise License to gain
new customers and to compete with a similar product offered by another
exchange. The Proposal will not cause any unnecessary or inappropriate
burden on intermarket competition, as other exchanges are free to
respond with a similar license of their own.
Intramarket Competition
    The Proposal will not cause any unnecessary or inappropriate burden
on intramarket competition. Indeed, it will foster competition by
providing External Distributors--including financial media firms,
search engines, vendors, and broker-dealers--with more options to
deliver top-of-book information to the general investing public. The
Proposal will also promote competition by increasing market
transparency through greater dissemination of QBBO information to the
general investing public. The license is available to all market
participants that meet the terms set forth in the license, and nothing
in the Proposal will place any unnecessary or inappropriate burden on
intramarket competition.

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

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\33\
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    \33\ 15 U.S.C. 78s(b)(3)(A)(ii).
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    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: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NASDAQ-2022-024 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-2022-024. 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-2022-024 and

should be submitted on or before April 14, 2022.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-06187 Filed 3-23-22; 8:45 am]
BILLING CODE 8011-01-P