[Federal Register Volume 86, Number 230 (Friday, December 3, 2021)]
[Notices]
[Pages 68714-68717]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26242]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93675; File No. SR-NASDAQ-2021-093]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Include Juneteenth National Independence Day as a Holiday

November 29, 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 November 17, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission

[[Page 68715]]

(``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 adopt a new Rule 1030, within General 3, 
titled ``Member Access to the Exchange,'' to make Juneteenth National 
Independence Day a holiday of the Exchange, to memorialize all current 
Exchange holidays within General 3, Rule 1030, and to add a provision 
to permit the Exchange the authority to halt or suspend trading or 
close Exchange facilities for certain unanticipated closures.
    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 Exchange proposes to adopt a new Rule 1030, within General 3, 
titled ``Member Access to the Exchange,'' to make Juneteenth National 
Independence Day a holiday of the Exchange as well as its Affiliated 
Markets.\3\ The Exchange also proposes to memorialize all current 
holidays within General 3, Rule 1030, as well as add a provision to 
permit the Exchange the authority to halt or suspend trading or close 
Exchange facilities for certain unanticipated closures.
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    \3\ The Affiliated Markets include BX, ISE, GEMX, and MRX. 
Nasdaq Phlx LLC rules do not currently incorporate by reference the 
Nasdaq General 3 rules. Phlx will separately file a similar rule 
change.
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    Today, the Exchange observes the following holidays: New Year's 
Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, 
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and 
Christmas Day.\4\ Nasdaq Equity 2, Section 8 (Normal Business Hours) 
provides, ``The System operates from 4:00 a.m. to 8:00 p.m. Eastern. 
Time on each business day, unless modified by Nasdaq.'' \5\
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    \4\ See https://www.nasdaq.com/market-activity/stock-market-holiday-calendar.
    \5\ Additionally, NOM Options 3, Section 1 (Days and Hours of 
Business) provides at subsection (c), ``NOM shall not be open for 
business on any holiday observed by The Nasdaq Stock Market, LLC.'' 
Separately the Exchange notes that BX has similar rules at Equity 2, 
Section 8 and Options 3, Section 1(c). ISE, GEMX and MRX Options 3, 
Section 1(e) delineate the list of holidays noted above. ISE, GEMX, 
and MRX will separately file to remove Options 3, Section 1(e) as 
that rule text would be redundant once this filing becomes effective 
as ISE, GEMX, and MRX rules incorporate by reference Nasdaq General 
3.
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    At this time, the Exchange also proposes to observe Juneteenth 
National Independence Day, which was designated a legal public holiday 
on June 17, 2021.\6\ Consistent with broad industry sentiment \7\ and 
the approach recommended by the Securities Industry and Financial 
Markets Association (``SIFMA''),\8\ the Exchange proposes to add 
``Juneteenth National Independence Day'' to the proposed list of 
holidays within General 3, Rule 1030(a). As a result, the Exchange will 
not be open for business on Juneteenth National Independence Day, which 
falls on June 19 of each year, in addition to the other annual holidays 
noted within proposed General 3, Rule 1030(a).
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    \6\ Public Law 117-17.
    \7\ See, e.g. https://www.wsj.com/articles/wall-street-moves-to-
close-markets-for-juneteenth-in-2022-
11626376243#:~:text=Stock%20and%20bond%20markets%20are,on%20a%20Sunda
y%20next%20year.
    \8\ SIFMA recommends a full market close in observance of 
Juneteenth National Independence Day. See https://www.sifma.org/resources/general/holiday-schedule/#US.
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    As is the case today for those annual holidays currently observed, 
when a holiday observed by the Exchange falls on a Saturday, the 
Exchange will not be open for business on the preceding Friday and when 
any holiday observed by the Exchange falls on a Sunday, the Exchange 
will not be open for business on the succeeding Monday, unless unusual 
business conditions exist at the time.\9\ Proposed General 3, Rule 
1030(a) would provide,
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    \9\ For example, New Year's Day 2022 would not be observed 
because January 1, 2022 falls on a Saturday and typically the last 
day of the preceding year remains a full business day.

    The Exchange will be open for the transaction of business on 
business days. The Exchange will not be open for business on New 
Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good 
Friday, Memorial Day, Juneteenth National Independence Day, 
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 
When a holiday observed by the Exchange falls on a Saturday, the 
Exchange will not be open for business on the preceding Friday and 
when any holiday observed by the Exchange falls on a Sunday, the 
Exchange will not be open for business on the succeeding Monday, 
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unless unusual business conditions exist at the time.

    When determining whether unusual business conditions exist in 
connection with the observance of a holiday on the preceding Friday or 
following Monday, or not observing the holiday, the Exchange and its 
Affiliated Markets would coordinate with the securities industry. 
Proposed General 3, Rule 1030(a) is similar to Cboe BYX Exchange, Inc. 
(``CBOE BYX'') Rule 11.1(b) and Cboe Exchange, Inc. (``Cboe'') Rules 
5.1(d) and 5.23(d). The Exchange believes memorializing these annual 
holidays within the rules of Nasdaq and its Affiliated Markets will 
bring additional clarity to those observed holidays.
    Next, the Exchange proposes to add rule text within proposed 
General 3, Rule 1030(b), similar to CBOE BYX Rule 11.1(c), which 
states, ``The Chief Executive Officer of the Exchange shall have the 
power to halt, suspend trading in any and all securities traded on the 
Exchange, to close some or all Exchange facilities, and to determine 
the duration of any such halt, suspension, or closing, when he or she 
deems such action necessary for the maintenance of fair and orderly 
markets, the protection of investors, or otherwise in the public 
interest including special circumstances such as (1) actual or 
threatened physical danger, severe climatic conditions, civil unrest, 
terrorism, acts of war, or loss or interruption of facilities utilized 
by the Exchange, (2) a request by a governmental agency or official, or 
(3) a period of mourning or recognition for a person or event. No such 
action shall continue longer than a period of two days, or as soon 
thereafter as a quorum of the Board of Directors can be assembled, 
unless the Board approves the continuation of such suspension.'' While 
the Exchange would continue to submit a proposed rule change to the 
Commission to amend the annual holidays within General 3, Rule 1030(a), 
the Exchange proposes to give the Exchange the authority to halt or 
suspend trading or close Exchange facilities for certain unanticipated 
closures. Unanticipated closures are typically the result of natural 
disasters,

[[Page 68716]]

ad hoc National Holidays, disruptions of infrastructure, and other 
unpredictable events that would cause the Exchange to close for 
business. The Exchange would not utilize this authority routinely, 
rather the authority is reserved for extraordinary circumstances where 
there would not be sufficient time for the Exchange to file to amend 
its rules. The Exchange notes that it would coordinate with the 
industry in determining closures for these events.\10\ The Exchange 
believes that it is necessary to have such authority in the 
aforementioned cases as there may not be sufficient time to file a 
proposed rule change. Additionally, these unanticipated closures would 
not be recognized on an annual basis, rather these types of closures 
would be ad hoc closures. The Exchange would provide notice to members 
of these unanticipated closures in addition to continuing to post its 
annual holiday schedule on its website.
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    \10\ The Options Clearing Corporation (``OCC'') has issued a 
guide for such events. See OCC's Market Closing Guide (https://www.theocc.com/getmedia/8d6a36c6-1aa4-4984-9333-d7b0a6a09be7/unscheduled-market-closings-guide.pdf). See also DTCC Reference 
Guide: Unscheduled Closing of Exchanges and Markets for Clearing 
Agencies (https://www.dtcc.com/~/media/Files/Downloads/%20issues/
Unscheduled_Close.pdf).
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    Finally, the Exchange proposes to add rule text at the end of 
General 3, Section 1030(b) which states, ``The powers granted to the 
Chief Executive Officer within paragraph (b) do not apply to paragraph 
(a) or any other rule within the Exchange's Rulebook.'' The power of 
the Chief Executive Officer to halt, suspend or close facilities of the 
Exchange within paragraph (b) applies only to the circumstances noted 
within that paragraph. The powers of the Chief Executive Officer do not 
extend to paragraph (a) of General 3, Section 1030 or to any other 
provision in the Rulebook, including but not limited to Options 3, 
Section 1 or Equity 2, Section 8.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\11\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\12\ in particular, in that it is designed to 
promote just and equitable principles of trade and to protect investors 
and the public interest by memorializing its current holidays within 
General 3, Rule 1030(a) and also providing the manner in which the 
Exchange would handle holidays that fell on a Saturday or Sunday, 
unless unusual business conditions exist. Today, the Exchange and its 
Affiliated Markets coordinate with the securities industry with respect 
to annual holidays.
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    \11\ 15 U.S.C. 78
    \12\ 15 U.S.C. 78f(b)(5).
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    Further, the Exchange's proposal to observe the Juneteenth National 
Independence Day as an annual holiday is consistent with the Act. 
Similar to other holidays listed within proposed General 3, Rule 
1030(a), the rule text addresses what day would be taken off if June 19 
fell on a Saturday or Sunday. The proposed rule also accounts for 
unusual business conditions that may alter the observance of an annual 
holiday or affect the day the holiday is observed. The Exchange notes 
that when determining whether to utilize the unusual business 
conditions provision, the Exchange and its Affiliated Markets would 
continue to coordinate with the securities industry.
    The proposed rule promotes clarity and transparency by providing 
the list of current annual holidays of Nasdaq and its Affiliated 
Markets, as well as the proposed new Juneteenth National Independence 
Day holiday, within its Rules. The proposed changes do not raise any 
new or novel issues. For these reasons, the Exchange believes that 
these aspects of the proposal are consistent with the Act.
    Further, the Exchange's proposal to permit the Chief Executive 
Officer to halt, suspend trading in any and all securities traded on 
the Exchange, to close some or all Exchange facilities, and to 
determine the duration of any such halt, suspension, or closing, when 
he or she deems such action necessary for the maintenance of fair and 
orderly markets, the protection of investors, or otherwise in the 
public interest including special circumstances is consistent with the 
Act as the provision would permit Nasdaq and its Affiliated Markets to 
act in coordination with other exchanges within the securities industry 
to close, as necessary, for natural disasters, ad hoc National 
Holidays, disruptions of infrastructure, and other unpredictable 
events. The Exchange would not utilize this authority routinely, rather 
the authority is reserved for certain specified extraordinary 
circumstances \13\ where there would not be sufficient time for the 
Exchange to file to amend its rules. With this proposal, the Exchange's 
process of filing a proposed rule change for any new annual holidays it 
determines to add to the list of holidays within General 3, Rule 
1030(a) would remain unchanged. The proposed authority would permit 
Nasdaq and its Affiliated Markets to close the market on an ad hoc 
basis for an extraordinary event without the need to file a proposed 
rule change; these unanticipated closures would not be recognized on an 
annual basis. Today, the Exchange would utilize emergency authority to 
close for business for unanticipated closures.\14\ This amendment 
removes impediments to and perfects the mechanism of a free and open 
market and a national market system by allowing the Exchange and its 
Affiliated Markets to halt or suspend trading or close Exchange 
facilities for unanticipated circumstances by providing notice to 
members in addition to continuing to post its annual holiday schedule 
on its website.
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    \13\ The special circumstances noted in proposed Rule 1030(b) 
include, (1) actual or threatened physical danger, severe climatic 
conditions, civil unrest, terrorism, acts of war, or loss or 
interruption of facilities utilized by the Exchange, (2) a request 
by a governmental agency or official, or (3) a period of mourning or 
recognition for a person or event.
    \14\ See Nasdaq By-Law Article IX, Section 5, Authority to Take 
Action Under Emergency or Extraordinary Market Conditions.
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    The Exchange's proposal to add rule text at the end of General 3, 
Section 1030(b) to make clear the power of the Chief Executive Officer 
to halt, suspend or close facilities of the Exchange within paragraph 
(b) applies only to the circumstances noted within that paragraph is 
consistent with the Act as that rule text will clarify the scope of the 
Chief Executive Officer's powers. Making clear the powers of the Chief 
Executive Officer adds greater transparency to the proposed rule.

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. Memorializing its current 
holidays within General 3, Rule 1030(a) and describing the way holidays 
are observed that fall on a Saturday or Sunday, unless unusual business 
conditions exist, does not impose an undue burden on competition, 
rather the proposal brings clarity to the Exchange's Rules. Moreover, 
adding Juneteenth National Independence Day to its list of annual 
holidays within General 3, Rule 1030(a) will not impose any burden on 
competition as the holiday aligns with broad industry sentiment \15\ 
and the approach recommended by SIFMA. The Exchange and its Affiliated 
Markets would continue to coordinate with the securities industry 
regarding the observation of annual holidays.
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    \15\ See note 7 above.

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[[Page 68717]]

    Further, the Exchange's proposed changes to General 3, Rule 1030(b) 
to permit the Chief Executive Officer to halt, suspend trading in any 
and all securities traded on the Exchange, to close some or all 
Exchange facilities, and to determine the duration of any such halt, 
suspension, or closing, when he or she deems such action necessary for 
the maintenance of fair and orderly markets, the protection of 
investors, or otherwise in the public interest including certain 
specified special circumstances does not impose an undue burden on 
competition. The proposed authority would permit Nasdaq and its 
Affiliated Markets to close on an ad hoc basis for an extraordinary 
event without the need to file a rule change by providing notice to 
members of these unanticipated closures. This would allow the Exchange 
to continue to coordinate with the securities industry for 
unanticipated closures. These proposed changes are not designed to 
address any competitive issues and are consistent with existing rules 
of other exchanges.\16\
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    \16\ See Cboe BYX Rule 11.1(b) and (c) and Cboe Rules 5.1(d) and 
5.23(d).
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    The Exchange's proposal to add rule text at the end of General 3, 
Section 1030(b) to make clear the power of the Chief Executive Officer 
to halt, suspend or close facilities of the Exchange within paragraph 
(b) applies only to the circumstances noted within that paragraph does 
not impose an undue burden on competition, rather, the rule text will 
make clear the powers of the Chief Executive Officer thereby adding 
greater transparency to the proposed rule.

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 \17\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\18\
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    \17\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \18\ 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-2021-093 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-2021-093. 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-2021-093 and should be submitted 
on or before December 27, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26242 Filed 12-2-21; 8:45 am]
BILLING CODE 8011-01-P