[Federal Register Volume 86, Number 180 (Tuesday, September 21, 2021)]
[Notices]
[Pages 52534-52536]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-20334]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93003; File No. SR-NASDAQ-2021-070]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Incorporate NOM Options 4 Rules by Reference to Nasdaq ISE, LLC Options 
4 Rules

September 15, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 3, 2021, 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 incorporate The Nasdaq Options Market LLC 
(``NOM'') Options 4 Rules by reference to Nasdaq ISE, LLC (``ISE'') 
Options 4 Rules.
    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 NOM Options 4 Listing Rules provide for the options that may be 
listed and traded on NOM. The Exchange proposes to incorporate the NOM 
Options 4 Rules by reference to Nasdaq ISE, LLC (``ISE'') Options 4 
Rules.
    Currently, the NOM Options 4 Rules are very similar to the ISE 
Options 4 Rules. The differences between the NOM and ISE Options 4 
Rules are non-substantive technical differences.\3\ Other changes are 
non-substantive word choice differences.\4\ Finally, certain rules 
utilize the phrase ``this Rule'' instead of a citation.\5\ Of note, NOM 
Options 4, Section 3(h) does not list reverse repurchase agreements in 
the defined term ``Financial Instruments''. The Exchange proposes to 
include ``reverse repurchase agreements'' within the list of securities 
deemed appropriate for options trading on NOM in order that the 
Exchange may list the same products as ISE may list today. Also, NOM 
Options 4, Section 8(a) should include the words ``and continuity.'' 
NOM's continuity rules utilize the LEAP

[[Page 52535]]

term. ISE has this rule text within its Options 4, Section 8(a).
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    \3\ NOM Options 4, Section 2 has an extra ``as''. NOM Options 4, 
Section 3(a)(1) contains a ``The'' instead of ``the.'' NOM Options 
4, Section 3(b) uses the term ``foregoing'' as compared to 
``forgoing'' on ISE. NOM Options 4, Section 3(h) defines the term 
``NMS stock'' whereas ISE defines the term ``NMS.'' NOM Options 4, 
Section 3(k)(1)(B) has an extra ``this.'' The term ``such'' within 
NOM Options 4, Section 4(f)(5) is lowercase. The title 
``Supplementary Material to Options 4, Section 6'' within Options 4, 
Section 4 should instead state, ``Supplementary Material to Options 
4, Section 4.'' NOM Options 4, Section 5(a) has an extra ``by the 
Exchange.'' NOM Options 4, Section 5(b) has a ``the'' and ISE 
Options 4, Section 5(b) has a ``that.'' Options 4, Section 5(e) has 
a lowercase ``rule'' and unlike the same rule in ISE does not have 
the registered trademarks. NOM Supplementary .01(a) to Options 4, 
Section 5 uses ``$50'' instead of ``$50.00,'' has the term 
``option'' instead of ``options,'' spells out ``one hundred fifty'' 
and incorrectly uses the term ``LEAPS'' instead of ``LEAPs.'' NOM 
Supplementary .01(b) to Options 4, Section 5 has the terms 
``security'' instead of ``stock'' and ``the'' instead of ``its.'' 
NOM Supplementary .01(d) to Options 4, Section 5 uses the term 
``Strike Program'' instead of ``Strike Price Program;'' uses an 
extra ``the''; and phrases the last paragraph as, ``Notwithstanding 
the above delisting policy, the Exchange may grant member requests 
to add strikes and/or maintain strikes in series of options classes 
traded pursuant to the $1 Strike Program that are eligible for 
delisting.'' The last paragraph of ISE Supplementary .01(d) to 
Options 4, Section 5 states, ``Notwithstanding the above delisting 
policy, Member requests to add strikes and/or maintain strikes in 
series of options classes traded pursuant to the $1 Strike Price 
Interval Program that are eligible for delisting may be granted.'' 
These differences are non-substantive. NOM Supplementary .02(d) to 
Options 4, Section 5 has the term ``section'' instead of ``Rule.'' 
NOM Supplementary .03(e) to Options 4, Section 5 has rule in 
lowercase. NOM Options 4, Section 6(a) uses a different phrase than 
ISE Options 4, Section 6(a), ``Select provisions of the OLPP'' 
versus ``The provisions set forth in this Rule''. This 
aforementioned difference is non-substantive. NOM Options 4, Section 
6(b)(3) uses the term ``options'' instead of ``option.'' NOM Options 
4, Section 6(b)(ii)(1) uses the term ``options'' instead of 
``option,'' the term ``Strike Program'' instead of ``Strike Price 
Interval Program'' and, ``rules'' instead of ``Rules.'' NOM Options 
4, Section 9 uses the term ``Fund Shares'' instead of ``Exchange-
Traded Fund Shares.''
    \4\ NOM Options 4, Section 4(b)(5) should cite to ``Options 4, 
Section 3(c)'' instead of ``Options 4, Section 3.'' In addition, NOM 
Options 4, Section 4(b)(5) has two stray commas. NOM Options 4, 
Section 4(f) has an extra ``in''. NOM Options 4, Section 4(g)(2) has 
an extra ``of Options 4'' and two stray commas. NOM Options 4, 
Section 5(d) incorrectly cites to Section 3(i) instead of Section 
3(h). NOM Options 4, Section 6(b) incorrectly cites to Section 3(i) 
instead of Section 3(h). NOM Options 4, Section 6(b)(i) incorrectly 
cites to Supplementary Material .03(d) instead of Supplementary 
Material .02(d). This paragraph also uses the term ``options'' 
instead of ``option.''
    \5\ See NOM Options 4, Section 3(c)(2). NOM utilizes citations 
to Options 4, Section 3(b)(1) and Options 4, Section 3(b)(2) instead 
of simply citing to ``this Rules'' as is the case with ISE Options 
4, Section 3(c)(2). Other examples include NOM Options 4, Section 
3(c)(3) which cites to Options 4, Section 3(b)(4), NOM Options 4, 
Section 3(c)(4)(B)(ii) which cites to Options 4, Section 3(b)(5)(i).
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    The Exchange proposes to incorporate by reference the NOM Options 4 
Rules to ISE Options 4 Rules. To that end, NOM proposes to replace the 
current NOM Options 4 Rules with the following rule text:

    The rules contained in Nasdaq ISE Options 4, as such rules may 
be in effect from time to time (the ``Options 4 Rules''), are hereby 
incorporated by reference into this NOM Options 4, and are thus NOM 
Rules and thereby applicable to NOM Participants. NOM Participants 
shall comply with the Options 4 Rules as though such rules were 
fully set forth herein. All defined terms, including any variations 
thereof, contained in the Options 4 Rules shall be read to refer to 
the NOM related meaning of such term. Solely by way of example, and 
not in limitation or in exhaustion: The defined term ``Exchange'' in 
the Options 4 Rules shall be read to refer to NOM; the defined term 
``Rule'' in the Options 4 Rules shall be read to refer to the NOM 
Rule; the defined terms ``Competitive Market Maker'' and ``Market 
Maker'' in the Options 4 Rules shall be read to refer to the NOM 
Market Maker (NOM does not have an equivalent to the ``Lead Market 
Maker'' term on ISE); and the defined terms ``Electronic Access 
Member,'' ``EAM,'' or ``Member'' in the Options 4 Rules shall be 
read to refer to the NOM Participant.

    This rule text will account for differences that may exist in the 
usage of terms as between NOM and ISE. The proposed rule text list 
instances in which cross references in the ISE Options 4 Rules to NOM 
Options 4 Rules shall be read to refer instead to the Exchange Rules, 
and references to ISE terms (whether or not defined) shall be read to 
refer to the Exchange-related meanings of those terms. For instance, 
references to defined terms ``Exchange'' or ``ISE'' shall be read to 
refer to ISE.
    The Exchange proposes to delete in their entirety the NOM Options 4 
Rules and incorporate by reference the ISE Options 4 Rules.\6\ Today, 
the rules of Nasdaq GEMX, LLC and Nasdaq MRX, LLC are incorporated by 
reference to the rules of ISE. The Exchange will also separately file 
to incorporate the Options 4 Rules of Nasdaq BX, Inc. and Nasdaq Phlx 
LLC to the ISE Options 4 Rules once those exchanges conform those 
rules, respectively, to ISE. The Exchange believes that harmonizing the 
Options 4 Rules across its 6 Nasdaq Affiliated Options Exchanges will 
assist the Exchange in listing options across its affiliated markets. 
Also, incorporating by reference the ISE Options 4 Rules into the 
Exchange's rulebook will organize those listing rules in a more logical 
order, thereby eliminating unnecessary complexity in the listing 
process and otherwise streamlining the Exchange's existing listing 
rules and their associated procedures.
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    \6\ The Exchange will separately request an exemption from the 
rule filing requirements of Section 19(b) of the Act for changes to 
NOM Options 4 Rules to the extent such rules are affected solely by 
virtue of a change to ISE Options 4 Rules. The Exchange's proposed 
rule change will not become effective unless and until the 
Commission grants this exemption request.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\7\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\8\ in particular, in that it is designed to promote 
just and equitable principles of trade and to protect investors and the 
public interest. The Exchange believes that its proposal to delete its 
existing listing rules and incorporate by reference the ISE Options 4 
Rules will promote a free and open market, and will benefit investors, 
the public, and the markets, because the new rules will be clearer, 
better organized, and simpler. Also, the proposal is just and equitable 
because it will render the Exchange's listing rules easier for 
Participants to read and understand.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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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. The Exchange does not expect 
that its proposed changes to incorporate NOM's Options 4 Rules to ISE's 
Options 4 Rules will have any competitive impact on NOM's listing 
rules, to the contrary, the Exchange hopes that by clarifying, 
reorganizing, and streamlining its listing rules, the Exchange's 
listing process will be clear. The proposed changes will apply equally 
to all market participants.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \9\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\10\
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    \9\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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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 necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings 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-2021-070 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-2021-070. 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

[[Page 52536]]

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-2021-070 and should 
be submitted on or before October 12, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-20334 Filed 9-20-21; 8:45 am]
BILLING CODE 8011-01-P