Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Waive Nasdaq's Entry Fee When a New Entity Lists in Connection With Certain Transactions Between Two or More Nasdaq-Listed Companies, 47780-47782 [2017-22159]

Download as PDF 47780 Federal Register / Vol. 82, No. 197 / Friday, October 13, 2017 / Notices asabaliauskas on DSKBBXCHB2PROD with NOTICES to negotiated service agreement(s). The request(s) may propose the addition or removal of a negotiated service agreement from the market dominant or the competitive product list, or the modification of an existing product currently appearing on the market dominant or the competitive product list. Section II identifies the docket number(s) associated with each Postal Service request, the title of each Postal Service request, the request’s acceptance date, and the authority cited by the Postal Service for each request. For each request, the Commission appoints an officer of the Commission to represent the interests of the general public in the proceeding, pursuant to 39 U.S.C. 505 (Public Representative). Section II also establishes comment deadline(s) pertaining to each request. The public portions of the Postal Service’s request(s) can be accessed via the Commission’s Web site (https:// www.prc.gov). Non-public portions of the Postal Service’s request(s), if any, can be accessed through compliance with the requirements of 39 CFR 3007.40. The Commission invites comments on whether the Postal Service’s request(s) in the captioned docket(s) are consistent with the policies of title 39. For request(s) that the Postal Service states concern market dominant product(s), applicable statutory and regulatory requirements include 39 U.S.C. 3622, 39 U.S.C. 3642, 39 CFR part 3010, and 39 CFR part 3020, subpart B. For request(s) that the Postal Service states concern competitive product(s), applicable statutory and regulatory requirements include 39 U.S.C. 3632, 39 U.S.C. 3633, 39 U.S.C. 3642, 39 CFR part 3015, and 39 CFR part 3020, subpart B. Comment deadline(s) for each request appear in section II. II. Docketed Proceeding(s) 1. Docket No(s).: CP2017–213; Filing Title: Notice of the United States Postal Service of Filing a Modification to a Global Expedited Package Services 7 Negotiated Service Agreement; Filing Acceptance Date: October 6, 2017; Filing Authority: 39 CFR 3015.5; Public Representative: Kenneth R. Moeller; Comments Due: October 17, 2017. 2. Docket No(s).: MC2018–4 and CP2018–6; Filing Title: Request of the United States Postal Service to add Priority Mail Contract 367 to Competitive Product List and Notice of Filing (Under Seal) of Unredacted Governors’ Decision. Contract, and Supporting Data; Filing Acceptance Date: October 6, 2017; Filing Authority: 39 U.S.C. 3642 and 39 CFR 3020.30 et VerDate Sep<11>2014 18:05 Oct 12, 2017 Jkt 244001 seq.; Public Representative: Michael L. Leibert; Comments Due: October 17, 2017. 3. Docket No(s).: MC2018–5 and CP2018–7; Filing Title: Request of the United States Postal Service to add Priority Mail Contract 368 to Competitive Product List and Notice of Filing (Under Seal) of Unredacted Governors’ Decision. Contract, and Supporting Data; Filing Acceptance Date: October 6, 2017; Filing Authority: 39 U.S.C. 3642 and 39 CFR 3020.30 et seq.; Public Representative: Michael L. Leibert; Comments Due: October 17, 2017. This notice will be published in the Federal Register. Stacy L. Ruble, Secretary. [FR Doc. 2017–22226 Filed 10–12–17; 8:45 am] BILLING CODE 7710–FW–P POSTAL SERVICE Product Change—Priority Mail Negotiated Service Agreement AGENCY: ACTION: Postal ServiceTM. Notice. The Postal Service gives notice of filing a request with the Postal Regulatory Commission to add a domestic shipping services contract to the list of Negotiated Service Agreements in the Mail Classification Schedule’s Competitive Products List. SUMMARY: DATES: Date of notice: October 13, 2017. FOR FURTHER INFORMATION CONTACT: Elizabeth A. Reed, 202–268–3179. The hereby United States Postal gives notice that, pursuant to 39 U.S.C. 3642 and 3632(b)(3), on October 6, 2017, it filed with the Postal Regulatory Commission a Request of the United States Postal Service to Add Priority Mail Contract 368 to Competitive Product List. Documents are available at www.prc.gov, Docket Nos. MC2018–5, CP2018–7. SUPPLEMENTARY INFORMATION: Service® Elizabeth A. Reed, Attorney, Corporate and Postal Business Law. [FR Doc. 2017–22038 Filed 10–12–17; 8:45 am] BILLING CODE 7710–12–P PO 00000 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81837; File No. SR– NASDAQ–2017–096] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Waive Nasdaq’s Entry Fee When a New Entity Lists in Connection With Certain Transactions Between Two or More Nasdaq-Listed Companies October 6, 2017. 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 26, 2017, The NASDAQ Stock Market LLC (‘‘Nasdaq’’ or the ‘‘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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to waive Nasdaq’s Entry Fee when a new entity lists in connection with a transaction between two or more Nasdaq-listed companies (or involving assets from such companies), where at least one of the Nasdaq-listed companies ceases to be separately listed. The text of the proposed rule change is set forth below. Proposed new language is italicized; deleted text is in brackets. * * * * * 5910. The Nasdaq Global Market (including the Nasdaq Global Select Market) (a) Entry Fee (1)–(6) No change. (7) The fees described in this Rule 5910(a) shall not be applicable with respect to any securities that: (i) No change. (ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated as national market securities under Rule 5220; [or] (iii) are listed on another national securities exchange but not listed on 1 15 2 17 Frm 00094 Fmt 4703 Sfmt 4703 E:\FR\FM\13OCN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 13OCN1 Federal Register / Vol. 82, No. 197 / Friday, October 13, 2017 / Notices Nasdaq, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on the Nasdaq Global Market; or (iv) are listed on Nasdaq by a newly formed Company resulting from a transaction between two or more Nasdaq-listed Companies (or involving assets from such Companies), where at least one of the Nasdaq-listed Companies ceases to be separately listed. (8)–(11) No change. (b)–(f) No change. * * * * * 5920. The Nasdaq Capital Market (a) Entry Fee (1)–(6) No change. (7) The fees described in this Rule 5920(a) shall not be applicable with respect to any securities that: (i) No change. (ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated under the plan applicable to Nasdaq Capital Market securities; [or] (iii) are listed on another national securities exchange, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on the Nasdaq Capital Market; or (iv) are listed on Nasdaq by a newly formed Company resulting from a transaction between two or more Nasdaq-listed Companies (or involving assets from such Companies), where at least one of the Nasdaq-listed Companies ceases to be separately listed. (8)–(11) No change. (b)–(e) No change. * * * * * asabaliauskas on DSKBBXCHB2PROD with NOTICES 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. VerDate Sep<11>2014 18:05 Oct 12, 2017 Jkt 244001 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to adopt a waiver of Nasdaq’s entry fee for a newly formed company resulting from a transaction between two or more Nasdaq-listed companies (or involving assets from such companies), where at least one of the Nasdaq-listed companies ceases to be separately listed. Nasdaq charges most newly listing companies an entry fee, but excludes certain new listings from that fee where it believes it is equitable to do so. For example, Nasdaq does not charge an entry fee for companies that transfer from another national securities exchange given that these companies had previously paid an entry fee to that other exchange and to encourage companies to switch their listing to Nasdaq.3 In addition, Nasdaq does not charge an entry fee for a previously unlisted company that lists in connection with a transaction whereby it acquires a company listed on another national securities exchange because this situation is similar to a company switching its listing.4 Nasdaq now proposes to exclude an additional category of companies from the entry fee: Newly formed companies resulting from a transaction between two or more Nasdaq-listed companies (or involving assets from such companies) where at least one of the Nasdaq-listed companies ceases to be separately listed. In such a case, while there may technically be a new legal entity created and listed for the first time, at least one of the companies ceases to be separately listed and so Nasdaq believes it is equitable to treat the new combined company as succeeding to that listing, which has already been subject to the applicable entry fees. In addition, given that all companies involved in the transaction are already listed on Nasdaq, the Exchange’s regulatory staff will already be familiar with the companies and the transaction and the companies will be familiar with the Exchange’s rules, which will result in a reduced burden on staff to review the new company than would otherwise be the case. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) 3 Nasdaq 4 Nasdaq PO 00000 Rules 5910(a)(7)(i) and 5920(a)(7)(i). Rules 5910(a)(7)(iii) and 5920(a)(7)(iii). Frm 00095 Fmt 4703 Sfmt 4703 47781 of the Act,5 in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,6 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. As a preliminary matter, Nasdaq competes for listings with other national securities exchanges and companies can easily choose to list on, or transfer to, those alternative venues. As a result, the fees Nasdaq can charge listed companies are constrained by the fees charged by its competitors and Nasdaq cannot charge prices in a manner that would be unreasonable, inequitable, or unfairly discriminatory. Nasdaq believes that the proposed waiver of Nasdaq’s entry fee for a newly formed company resulting from a transaction between two or more Nasdaq-listed companies (or involving assets from such companies), where at least one of the Nasdaq-listed companies ceases to be separately listed, is reasonable and not unfairly discriminatory because it recognizes that the new combined company is essentially succeeding to the listing of the company that ceases to be separately listed in the transaction, which has already been subject to the applicable entry fees. In addition, given that all companies involved in the transaction are already listed on Nasdaq, the Exchange’s regulatory staff will already be familiar with the companies and the transaction and the companies will be familiar with the Exchange’s rules, which will result in a reduced burden on staff to review the new company than would otherwise be the case. These are non-discriminatory reasons to waive the fee for this situation. Nasdaq also notes that the proposed waiver would be applied in the same manner to all similarly situated companies. Nasdaq also believes that the proposed waiver is not unfairly discriminatory in that it will encourage the new company to remain listed on Nasdaq at a time when the company is undergoing a change and may otherwise consider alternative listing venues. This competitive dynamic provides an additional reason as to why it is appropriate to distinguish companies in this situation from other new listings. Finally, Nasdaq believes that the proposed fees are consistent with the investor protection objectives of Section 5 15 6 15 E:\FR\FM\13OCN1.SGM U.S.C. 78f(b). U.S.C. 78f(b)(4) and (5). 13OCN1 47782 Federal Register / Vol. 82, No. 197 / Friday, October 13, 2017 / Notices 6(b)(5) of the Act 7 in that they are designed to promote just and equitable principles of trade, to remove impediments to a free and open market and national market system, and in general to protect investors and the public interest. Specifically, the amount of revenue forgone by this limited waiver of Nasdaq’s entry fee is not substantial, and may result in more companies remaining listed on Nasdaq in connection with such transactions, thereby increasing the resources available for Nasdaq’s listing compliance program, which helps to assure that listing standards are properly enforced and investors are protected. Consequently, Nasdaq believes that the potential loss of revenue from this change will not hinder its ability to fulfill its regulatory responsibilities. 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. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Eduardo A. Aleman, Assistant Secretary. IV. Solicitation of Comments [FR Doc. 2017–22159 Filed 10–12–17; 8:45 am] B. Self-Regulatory Organization’s Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The market for listing services is extremely competitive and listed companies may freely choose alternative venues based on the aggregate fees assessed, and the value provided by each listing. In such an environment, Nasdaq must continually adjust its fees to remain competitive with other exchanges. Because other listing venues are similarly free to modify their own fees in response, Nasdaq believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. Paper Comments asabaliauskas on DSKBBXCHB2PROD with NOTICES 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.8 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 7 15 8 15 U.S.C. 78f(b)(5). U.S.C. 78s(b)(3)(A)(ii). VerDate Sep<11>2014 18:05 Oct 12, 2017 Jkt 244001 BILLING CODE 8011–01–P 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NASDAQ–2017–096 on the subject line. • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASDAQ–2017–096. 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 Web site (https://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 Web site 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 such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NASDAQ–2017–096, and should be submitted on or before November 3, 2017. PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81836; File No. SR–C2– 2017–026] Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fees Schedule October 6, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on September 21, 2017, C2 Options Exchange, Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II, below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Fees Schedule to correct an inadvertent marking error made to the Exhibit 5 in a previous rule filing. The text of the proposed rule change is also available on the Exchange’s Web site (https://www.cboe.com/AboutCBOE/ CBOELegalRegulatoryHome.aspx), at the Exchange’s Office of the Secretary, 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 9 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 1 15 E:\FR\FM\13OCN1.SGM 13OCN1

Agencies

[Federal Register Volume 82, Number 197 (Friday, October 13, 2017)]
[Notices]
[Pages 47780-47782]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-22159]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81837; File No. SR-NASDAQ-2017-096]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Waive Nasdaq's Entry Fee When a New Entity Lists in Connection With 
Certain Transactions Between Two or More Nasdaq-Listed Companies

October 6, 2017.
    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 26, 2017, The NASDAQ Stock Market LLC (``Nasdaq'' or the 
``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to waive Nasdaq's Entry Fee when a new entity 
lists in connection with a transaction between two or more Nasdaq-
listed companies (or involving assets from such companies), where at 
least one of the Nasdaq-listed companies ceases to be separately 
listed.
    The text of the proposed rule change is set forth below. Proposed 
new language is italicized; deleted text is in brackets.
* * * * *

5910. The Nasdaq Global Market (including the Nasdaq Global Select 
Market)

(a) Entry Fee

    (1)-(6) No change.
    (7) The fees described in this Rule 5910(a) shall not be applicable 
with respect to any securities that:
    (i) No change.
    (ii) are listed on the New York Stock Exchange and Nasdaq, if the 
issuer of such securities ceases to maintain their listing on the New 
York Stock Exchange and the securities instead are designated as 
national market securities under Rule 5220; [or]
    (iii) are listed on another national securities exchange but not 
listed on

[[Page 47781]]

Nasdaq, if the issuer of such securities is acquired by an unlisted 
company and, in connection with the acquisition, the unlisted company 
lists exclusively on the Nasdaq Global Market; or
    (iv) are listed on Nasdaq by a newly formed Company resulting from 
a transaction between two or more Nasdaq-listed Companies (or involving 
assets from such Companies), where at least one of the Nasdaq-listed 
Companies ceases to be separately listed.
    (8)-(11) No change.
    (b)-(f) No change.
* * * * *

5920. The Nasdaq Capital Market

(a) Entry Fee

    (1)-(6) No change.
    (7) The fees described in this Rule 5920(a) shall not be applicable 
with respect to any securities that:
    (i) No change.
    (ii) are listed on the New York Stock Exchange and Nasdaq, if the 
issuer of such securities ceases to maintain their listing on the New 
York Stock Exchange and the securities instead are designated under the 
plan applicable to Nasdaq Capital Market securities; [or]
    (iii) are listed on another national securities exchange, if the 
issuer of such securities is acquired by an unlisted company and, in 
connection with the acquisition, the unlisted company lists exclusively 
on the Nasdaq Capital Market; or
    (iv) are listed on Nasdaq by a newly formed Company resulting from 
a transaction between two or more Nasdaq-listed Companies (or involving 
assets from such Companies), where at least one of the Nasdaq-listed 
Companies ceases to be separately listed.
    (8)-(11) No change.
    (b)-(e) No change.
* * * * *

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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to adopt a waiver of 
Nasdaq's entry fee for a newly formed company resulting from a 
transaction between two or more Nasdaq-listed companies (or involving 
assets from such companies), where at least one of the Nasdaq-listed 
companies ceases to be separately listed.
    Nasdaq charges most newly listing companies an entry fee, but 
excludes certain new listings from that fee where it believes it is 
equitable to do so. For example, Nasdaq does not charge an entry fee 
for companies that transfer from another national securities exchange 
given that these companies had previously paid an entry fee to that 
other exchange and to encourage companies to switch their listing to 
Nasdaq.\3\ In addition, Nasdaq does not charge an entry fee for a 
previously unlisted company that lists in connection with a transaction 
whereby it acquires a company listed on another national securities 
exchange because this situation is similar to a company switching its 
listing.\4\
---------------------------------------------------------------------------

    \3\ Nasdaq Rules 5910(a)(7)(i) and 5920(a)(7)(i).
    \4\ Nasdaq Rules 5910(a)(7)(iii) and 5920(a)(7)(iii).
---------------------------------------------------------------------------

    Nasdaq now proposes to exclude an additional category of companies 
from the entry fee: Newly formed companies resulting from a transaction 
between two or more Nasdaq-listed companies (or involving assets from 
such companies) where at least one of the Nasdaq-listed companies 
ceases to be separately listed. In such a case, while there may 
technically be a new legal entity created and listed for the first 
time, at least one of the companies ceases to be separately listed and 
so Nasdaq believes it is equitable to treat the new combined company as 
succeeding to that listing, which has already been subject to the 
applicable entry fees. In addition, given that all companies involved 
in the transaction are already listed on Nasdaq, the Exchange's 
regulatory staff will already be familiar with the companies and the 
transaction and the companies will be familiar with the Exchange's 
rules, which will result in a reduced burden on staff to review the new 
company than would otherwise be the case.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\5\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\6\ 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.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    As a preliminary matter, Nasdaq competes for listings with other 
national securities exchanges and companies can easily choose to list 
on, or transfer to, those alternative venues. As a result, the fees 
Nasdaq can charge listed companies are constrained by the fees charged 
by its competitors and Nasdaq cannot charge prices in a manner that 
would be unreasonable, inequitable, or unfairly discriminatory.
    Nasdaq believes that the proposed waiver of Nasdaq's entry fee for 
a newly formed company resulting from a transaction between two or more 
Nasdaq-listed companies (or involving assets from such companies), 
where at least one of the Nasdaq-listed companies ceases to be 
separately listed, is reasonable and not unfairly discriminatory 
because it recognizes that the new combined company is essentially 
succeeding to the listing of the company that ceases to be separately 
listed in the transaction, which has already been subject to the 
applicable entry fees. In addition, given that all companies involved 
in the transaction are already listed on Nasdaq, the Exchange's 
regulatory staff will already be familiar with the companies and the 
transaction and the companies will be familiar with the Exchange's 
rules, which will result in a reduced burden on staff to review the new 
company than would otherwise be the case. These are non-discriminatory 
reasons to waive the fee for this situation. Nasdaq also notes that the 
proposed waiver would be applied in the same manner to all similarly 
situated companies.
    Nasdaq also believes that the proposed waiver is not unfairly 
discriminatory in that it will encourage the new company to remain 
listed on Nasdaq at a time when the company is undergoing a change and 
may otherwise consider alternative listing venues. This competitive 
dynamic provides an additional reason as to why it is appropriate to 
distinguish companies in this situation from other new listings.
    Finally, Nasdaq believes that the proposed fees are consistent with 
the investor protection objectives of Section

[[Page 47782]]

6(b)(5) of the Act \7\ in that they are designed to promote just and 
equitable principles of trade, to remove impediments to a free and open 
market and national market system, and in general to protect investors 
and the public interest. Specifically, the amount of revenue forgone by 
this limited waiver of Nasdaq's entry fee is not substantial, and may 
result in more companies remaining listed on Nasdaq in connection with 
such transactions, thereby increasing the resources available for 
Nasdaq's listing compliance program, which helps to assure that listing 
standards are properly enforced and investors are protected. 
Consequently, Nasdaq believes that the potential loss of revenue from 
this change will not hinder its ability to fulfill its regulatory 
responsibilities.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The market for listing services 
is extremely competitive and listed companies may freely choose 
alternative venues based on the aggregate fees assessed, and the value 
provided by each listing. In such an environment, Nasdaq must 
continually adjust its fees to remain competitive with other exchanges. 
Because other listing venues are similarly free to modify their own 
fees in response, Nasdaq believes that the degree to which fee changes 
in this market may impose any burden on competition is extremely 
limited.

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.\8\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2017-096 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2017-096. 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 Web site (https://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 Web site 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 such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2017-096, and should 
be submitted on or before November 3, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-22159 Filed 10-12-17; 8:45 am]
 BILLING CODE 8011-01-P
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