[Federal Register Volume 86, Number 234 (Thursday, December 9, 2021)]
[Notices]
[Pages 70156-70159]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26624]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34 93713 File No. SR-NASDAQ-2021-091]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Modify Certain Annual Listing Fees To Be Implemented on January 1, 2022

December 3, 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 22, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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 modify certain listing fees. While changes 
proposed herein are effective upon filing, the Exchange has designated 
the proposed amendments to be operative on January 1, 2022.
    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

[[Page 70157]]

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 proposed rule change is to modify the Exchange's 
all-inclusive annual listing fees for all domestic and foreign 
companies listing equity securities covered by Listing Rules 5910 and 
5920 on the Nasdaq Global Select, Global and Capital Markets.
    Currently, for companies listed on the Capital Market, other than, 
in part, ADRs, Closed-end Funds and Limited Partnerships, the all-
inclusive annual fee ranges from $44,000 to $79,000; for ADRs listed on 
the Capital Market the all-inclusive annual fee ranges from $44,000 to 
$53,000; and for Limited Partnerships listed on the Capital Market the 
all-inclusive annual fee ranges from $32,000 to $39,500. On the Global 
and Global Select Markets, the all-inclusive annual fee for companies 
other than, in part, ADRs, Closed-end Funds and Limited Partnerships 
ranges from $47,000 to $163,000; for ADRs the all-inclusive annual fee 
ranges from $47,000 to $84,000; and for Limited Partnerships the all-
inclusive annual fee ranges from $39,500 to $81,500. The all-inclusive 
annual fee for Closed-end Funds listed on any market tier ranges from 
$32,000 to $105,000. In each case, a company's all-inclusive annual fee 
is based on its total shares outstanding.\3\
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    \3\ REITs are subject to the same fee schedule as other equity 
securities; however for the purpose of determining the total shares 
outstanding, shares outstanding of all members in a REIT Family 
listed on the same Nasdaq market tier may be aggregated. Similarly, 
for the purpose of determining the total shares outstanding, fund 
sponsors may aggregate shares outstanding of all Closed-End Funds in 
the same fund family listed on the Nasdaq Global Market or the 
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
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    Nasdaq proposes to amend the all-inclusive annual fee for all 
domestic and foreign companies listing equity securities on the Nasdaq 
Global Select, Global and Capital Markets to the following amounts,\4\ 
effective January 1, 2022:
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    \4\ The proposed fee change reflects about a 2.5% increase 
rounded to the nearest $500.

                                          Global/Global Select Markets
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                                                                                    Annual fee      Annual fee
                                                                                    before the       effective
                                                    Total shares outstanding         proposed       January 1,
                                                                                      change           2022
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Equity securities other than, in part, ADRs,    Up to 10 million shares.........         $47,000         $48,000
 Closed-end Funds and Limited Partnerships.     10+ to 50 million shares........          58,000          59,500
                                                50+ to 75 million shares........          79,000          81,000
                                                75+ to 100 million shares.......         105,000         107,500
                                                100+ to 125 million shares......         131,000         134,500
                                                125+ to 150 million shares......         142,000         145,500
                                                Over 150 million shares.........         163,000         167,000
ADRs..........................................  Up to 10 million ADRs and other           47,000          48,000
                                                 listed equity securities.
                                                10+ to 50 million ADRs and other          53,000          54,500
                                                 listed equity securities.
                                                50+ to 75 million ADRs and other          63,000          64,500
                                                 listed equity securities.
                                                Over 75 million ADRs and other            84,000          86,000
                                                 listed equity securities.
Closed-end Funds..............................  Up to 50 million shares.........          32,000          33,000
                                                50+ to 100 million shares.......          53,000          54,500
                                                100+ to 250 million shares......          79,000          81,000
                                                Over 250 million shares.........         105,000         107,500
Limited Partnerships..........................  Up to 75 million shares.........          39,500          40,500
                                                75+ to 100 million shares.......          53,000          54,500
                                                100+ to 125 million shares......          65,500          67,000
                                                125+ to 150 million shares......          70,500          72,500
                                                Over 150 million shares.........          81,500          83,500
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                                                 Capital Market
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                                                                                    Annual fee      Annual fee
                                                                                    before the       effective
                                                    Total shares outstanding         proposed       January 1,
                                                                                      change           2021
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Equity securities other than, in part, ADRs,    Up to 10 million shares.........         $44,000         $45,000
 Closed-end Funds and Limited Partnerships.     10+ to 50 million shares........          58,000          59,500
                                                Over 50 million shares..........          79,000          81,000
ADRs..........................................  Up to 10 million ADRs and other           44,000          45,000
                                                 listed equity securities.
                                                Over 10 million ADRs and other            53,000          54,500
                                                 listed equity securities.
Closed-end Funds..............................  Up to 50 million shares.........          32,000          33,000
                                                50+ to 100 million shares.......          53,000          54,500
                                                100+ to 250 million shares......          79,000          81,000
                                                Over 250 million shares.........         105,000         107,500
Limited Partnerships..........................  Up to 75 million shares.........          32,000          33,000
                                                Over 75 million shares..........          39,500          40,500
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[[Page 70158]]

    Nasdaq also proposes to update the maximum fee applicable to a 
Closed-End Fund family to $107,500 and the maximum fee applicable to a 
REIT Family listed on the Nasdaq Global Market and the Nasdaq Capital 
Market to $167,000 and $81,000, respectively, to reflect the proposed 
fee change for other equity securities, as described above.\5\
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    \5\ See footnote 3 above.
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    Nasdaq also proposes to update the all-inclusive annual listing 
fees for companies whose business plan is to complete an initial public 
offering and engage in a merger or acquisition with one or more 
unidentified companies within a specific period of time, as described 
in IM-5101-2, (``Acquisition Companies'') listing on the Nasdaq Global 
Market to continue to keep such fees identical to the fees the Capital 
Market Acquisition Companies are charged.\6\
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    \6\ As proposed, Nasdaq would update Rule 5910(b)(2)(F) to have 
the following all-inclusive annual fee schedule applicable to Global 
Market Acquisition Companies, based on the number of shares 
outstanding: Up to 10 million shares outstanding, $45,000; between 
10,000,001 and 50 million shares outstanding, $59,500; over 50 
million shares outstanding, $81,000. These are the same proposed 
fees charged Capital Market Acquisition Companies under Rule 
5920(b)(2)(A). See Securities Exchange Act Release No. 92345 (July 
7, 2021), 86 FR 36807 (July 13, 2021) (SR-NASDAQ-2021-055). In this 
filing Nasdaq explained its belief that Acquisition Companies listed 
on the Nasdaq Global Market receive the same services as Acquisition 
Companies listed on the Nasdaq Capital Market making it appropriate 
for Nasdaq to charge such companies the same fees.
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    Finally, Nasdaq proposes to update amounts in examples in Listing 
Rules 5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of 
the rules for companies transferring between Nasdaq tiers, to align the 
fee amounts with the fees applicable in year 2022.
    As described below, Nasdaq proposes to make the aforementioned fee 
increases to better reflect the Exchange's costs related to listing 
equity securities and the corresponding value of such listing to 
issuers.
    Nasdaq also proposes to remove references to fees that are no 
longer applicable because they were superseded by new fee rates 
specified in the rule text.
    While these changes are effective upon filing, Nasdaq has 
designated the proposed amendments to be operative on January 1, 2022.
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 Sections 
6(b)(4) and 6(b)(5) of the Act,\8\ 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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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4) and (5).
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    Nasdaq believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Listing 
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees 
\9\ as set forth above because of the increased costs incurred by 
Nasdaq since it established the current rates. In that regard, the 
Exchange notes that its general costs to support our listed companies 
have increased, including due to price inflation. The Exchange also 
continues to expand and improve the services it provides to listed 
companies as well as the technology and the virtual experience 
available with the Nasdaq MarketSite. Nasdaq has also invested to 
create additional outdoor event space at its New York Headquarters, and 
separately, to secure a license that can be used by listed companies to 
hold events in Times Square. Internationally, Nasdaq's offices in 
London, Beijing, Toronto and Sydney have been upgraded to a modern 
design with new meeting rooms equipped with technology that houses the 
digital equipment needed for remote conferencing, presentations, 
collaborative review, or displays and signage thus enhancing the listed 
companies experience.
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    \9\ Effective January 1, 2021, Nasdaq modified the fee schedule 
for all domestic and foreign companies listing equity securities 
covered by Listing Rules 5910 and 5920 on the Nasdaq Global Select, 
Global and Capital Markets. Securities Exchange Act Release No. 
90519 (November 25, 2020), 85 FR 77324 (December 1, 2020) (SR-
NASDAQ-2020-072).
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    Nasdaq also believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Listing 
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees 
while rounding the increase to the nearest $500 as set forth above 
because such rounding represents de minimis variation in fees for 
Nasdaq listed companies. In addition, Nasdaq has used the same 
methodology since the adoption of the all-inclusive annual listing fee 
schedule and all annual listing fees under Listing Rules 5910(b)(2) and 
5920(b)(2) are rounded to $500.
    The proposed change to update the fees applicable to Acquisition 
Companies listed on the Nasdaq Global Market, update amounts in 
examples clarifying the application of the rules for companies 
transferring between Nasdaq tiers, and update the maximum fee 
applicable to a Closed-End Fund family and the maximum fee applicable 
to a REIT Family to reflect the proposed fee change for other equity 
securities, as described above, is not unfairly discriminatory because 
it merely reflects the change in fees without changing the substance of 
the rule.\10\
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    \10\ See Securities Exchange Act Release No. 92345 (July 7, 
2021), 86 FR 36807 (July 13, 2021) (explaining, among other things, 
why Nasdaq believes that it is not unfairly discriminatory to charge 
Acquisition Companies listed on the Nasdaq Global Market the same 
fees as fees charged Acquisition Companies listed on the Nasdaq 
Capital Market). See also footnote 6, above.
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    Finally, Nasdaq notes that it operates in a highly competitive 
market in which market participants can readily switch exchanges if 
they deem the listing fees excessive.\11\ In such an environment, 
Nasdaq must continually review its fees to assure that they remain 
competitive.
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    \11\ The Justice Department has noted the intense competitive 
environment for exchange listings. See ``NASDAQ OMX Group Inc. and 
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of 
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16, 
2011), available at http://www.justice.gov/atr/public/press_releases/2011/271214.htm.
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    The proposed removal of text relating to fees that are no longer 
applicable is ministerial in nature and has no substantive effect.

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, as amended. The market for 
listing services is extremely competitive and listed companies may 
freely choose alternative venues, both within the U.S. and 
internationally. For this reason, Nasdaq does not believe that the 
proposed rule change will result in any burden on competition for 
listings.

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.\12\
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    \12\ 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

[[Page 70159]]

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-2021-091 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-2021-091. 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-2021-091 and should be submitted 
on or before December 30, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26624 Filed 12-8-21; 8:45 am]
BILLING CODE 8011-01-P