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publicly. All submissions should refer The Commission is publishing this will help to ensure that Restrictive to File Number SR–IEX–2020–13 and order to solicit comments on the Market Companies have sufficient should be submitted on or before proposed rule change from interested investor base and public float to support October 6, 2020. persons and to institute proceedings fair and orderly trading on the 12 For the Commission, by the Division of pursuant to Section 19(b)(2)(B) of the Exchange. Specifically, the Exchange 6 Trading and Markets, pursuant to delegated Act to determine whether to approve proposes to adopt a definition of authority.21 or disapprove the proposed rule change. ‘‘Restrictive Market’’ 13 and to apply additional initial listing requirements to J. Matthew DeLesDernier, II. Exchange’s Description of the a Restrictive Market Company listing on Assistant Secretary. Proposed Rule Change the Exchange in connection with an IPO [FR Doc. 2020–20256 Filed 9–14–20; 8:45 am] The Exchange states that in recent or a business combination.14 The BILLING CODE 8011–01–P years the lack of transparency from Exchange also proposes to prohibit a certain emerging markets has raised Restrictive Market Company from listing concerns with respect to listed emerging SECURITIES AND EXCHANGE on the Nasdaq Capital Market in market companies regarding the 15 COMMISSION connection with a Direct Listing, but accuracy of disclosures, accountability, to allow a Restrictive Market Company and access to information, particularly [Release No. 34–89799; File No. SR– to list on the Nasdaq Global Select NASDAQ–2020–027] when the companies are based in a Market or Nasdaq Global Market in jurisdiction that has secrecy laws, connection with a Direct Listing, Self-Regulatory Organizations; The blocking statutes, national security laws provided that such company meets all Nasdaq Stock Market LLC; Order or other laws or regulations restricting applicable initial listing requirements Instituting Proceedings To Determine access to information by regulators of for such market. Whether To Approve or Disapprove a U.S.-listed companies (‘‘Restrictive Proposed Rule Change To Apply Market’’).7 The Exchange further states A. Definition of Restrictive Market Additional Initial Listing Criteria for that such concerns can be compounded The Exchange proposes to adopt a Companies Primarily Operating in when a company lists on the Exchange new definition of Restrictive Market in Restrictive Markets through an initial public offering Listing Rule 5005(a)(37).16 As proposed, (‘‘IPO’’) or a business combination with a Restrictive Market would mean a September 9, 2020. a small offering size or a low public jurisdiction that Nasdaq determines to float percentage, as the company may I. Introduction have secrecy laws, blocking statutes, not develop sufficient public float, national security laws or other laws or On May 29, 2020, The Nasdaq Stock investor base, and trading interest to regulations restricting access to Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) provide the depth and liquidity information by regulators of U.S.-listed filed with the Securities and Exchange necessary to promote fair and orderly companies in such jurisdiction.17 In Commission (‘‘Commission’’), pursuant trading, which may result in a security 8 to Section 19(b)(1) of the Securities that is illiquid. The Exchange states 12 See id. 1 Exchange Act of 1934 (‘‘Act’’) and Rule that such securities may trade 13 See infra note 17 and accompanying text. 19b–4 thereunder,2 a proposed rule infrequently, in a more volatile manner, 14 The Exchange states that, currently, it may rely change to apply additional listing and with a wider bid-ask spread, all of upon its discretionary authority under Nasdaq criteria to companies primarily which may lead to trading at a price that Listing Rule 5101 to deny initial listing or apply 9 additional or more stringent criteria when it is operating in a jurisdiction that has may not reflect true market value. In concerned that a small offering size for an IPO may secrecy laws, blocking statutes, national addition, the Exchange states that less not reflect the company’s initial valuation or may security laws or other laws or liquid securities may be more not ensure sufficient liquidity to support trading in regulations restricting access to susceptible to price manipulation and the secondary market. Pursuant to Rule 5101, Nasdaq has broad discretionary authority over the information by regulators of U.S.-listed that, in particular, the risk of price initial and continued listing of securities in Nasdaq companies. The proposed rule change manipulation due to insider trading is in order to maintain the quality of and public was published for comment in the more acute with respect to a company confidence in its market, to prevent fraudulent and Federal Register on June 12, 2020.3 On that principally administers its business manipulative acts and practices, to promote just and equitable principles of trade, and to protect July 21, 2020, pursuant to Section in a Restrictive Market (‘‘Restrictive investors and the public interest. Nasdaq may use 19(b)(2) of the Act,4 the Commission Market Company’’) because regulatory such discretion to deny initial listing, apply designated a longer period within which investigations into price manipulation, additional or more stringent criteria for the initial to approve the proposed rule change, insider trading, and compliance or continued listing of particular securities, or suspend or delist particular securities based on any disapprove the proposed rule change, or concerns may be impeded, and, event, condition, or circumstance that exists or institute proceedings to determine therefore, investor protections and occurs that makes initial or continued listing of the whether to disapprove the proposed remedies may be limited.10 As a result, securities on Nasdaq inadvisable or unwarranted in rule change.5 the Exchange states that it believes that the opinion of Nasdaq, even though the securities Restrictive Market Companies present meet all enumerated criteria for initial or continued listing on Nasdaq. See Nasdaq Listing Rule 5101. 21 17 CFR 200.30–3(a)(12). unique potential risks to U.S. 15 Nasdaq defines ‘‘Direct Listing’’ as the listing 1 15 U.S.C. 78s(b)(1). investors.11 of ‘‘companies that have sold common equity 2 17 CFR 240.19b–4. The Exchange states that it is now securities in private placements, which have not 3 See Securities Exchange Act Release No. 89027 proposing rule changes that it believes been listed on a national securities exchange or (June 8, 2020), 85 FR 35962 (‘‘Notice’’). Comments traded in the over-the-counter market pursuant to on the proposed rule change can be found at: FINRA Form 211 immediately prior to the initial https://www.sec.gov/comments/sr-nasdaq-2020- whether to approve or disapprove, the proposed pricing.’’ See Nasdaq Listing Rule IM–5315–1. rule change. 027/srnasdaq2020027.htm. 16 6 The Exchange proposes to renumber current 4 15 U.S.C. 78s(b)(2). 15 U.S.C. 78s(b)(2)(B). paragraphs (a)(37) through (a)(46) of Listing Rule 7 See Notice, supra note 3, at 35962. 5 See Securities Exchange Act Release No. 89358 5005 in connection with the addition of the 8 (July 21, 2020), 85 FR 45275 (July 27, 2020). The See id. at 35962 and 35965. definition of Restrictive Market. See Notice, supra Commission designated September 10, 2020 as the 9 See id. at 35962 and 35965–66. note 3, at 35963. date by which the Commission shall approve or 10 See id. at 35962 and 35966. 17 See id. at 35962–63; proposed Listing Rule disapprove, or institute proceedings to determine 11 See id. at 35965. 5005(a)(37).

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determining whether a Company’s Restrictive Market Company listing on Listing Rule 5110(a) 28 or IM–5101–2,29 business is principally administered in the Exchange in connection with an IPO with a Restrictive Market Company to a Restrictive Market, Nasdaq may that is subject to the proposed rule have a minimum Market Value of consider the geographic locations of the would also need comply with all other Unrestricted Publicly Held Shares 30 Company’s: (i) Principal business applicable listing requirements.25 following the business combination segments, operations or assets; (ii) board equal to the lesser of (i) $25 million or The Exchange states that it has and shareholders’ meetings; (iii) (ii) 25% of post-business combination headquarters or principal executive observed that Restrictive Market entity’s Market Value of Listed offices; (iv) senior management and Companies listing on Nasdaq in Securities. A Company subject to the employees; and (v) books are records.18 connection with an IPO with an offering proposed rule would also need comply The Exchange states that it would size below $25 million or public float with all other applicable listing consider these factors holistically, ratio below 25% have a high rate of requirements.31 recognizing that a company’s compliance concerns.26 The Exchange headquarters may not be the office from further states that it believes the 28 Nasdaq Listing Rule 5110(a) (Business which it conducts its principal business proposed listing requirement would Combinations with non-Nasdaq Entities Resulting 19 in a Change of Control) sets forth requirements activities. The Exchange also states help ensure that Restrictive Market applicable to a Company that engages in a business that the proposed definition would Companies seeking to list on the combination with a non-Nasdaq entity, resulting in capture both foreign private issuers Exchange have sufficient investor base a change of control of the Company and potentially based in Restrictive Markets and and public float to support fair and allowing the non-Nasdaq entity to obtain a Nasdaq Listing. companies based in the U.S. or another 27 orderly trading on the Exchange. 29 Nasdaq Listing Rule IM–5101–2 (Listing of jurisdiction that principally administer Companies Whose Business Plan is to Complete their businesses in Restrictive C. Minimum Market Value of One or More Acquisitions) sets forth requirements Markets.20 Unrestricted Publicly Held Shares applicable to a Company whose business plan is to Requirement for a Business complete an IPO and engage in a merger or acquisition with one or more unidentified B. Minimum Offering Size or Public Combination Float Percentage Requirement for an companies within a specific period of time. IPO 30 Nasdaq Listing Rule 5005(a)(45) defines The Exchange proposes to adopt new ‘‘Unrestricted Publicly Held Shares’’ as Publicly The Exchange proposes to adopt new Rule 5210(l)(ii) to require a Company Held Shares that are Unrestricted Securities. Rule 5210(l)(i) to require a Restrictive that is conducting a business ‘‘Publicly Held Shares’’ means shares not held directly or indirectly by an officer, director or any Market Company listing its Primary combination, as described in Nasdaq person who is the beneficial owner of more than 10 Equity Security 21 on Nasdaq in percent of the total shares outstanding. See Nasdaq connection with its IPO to offer a See Nasdaq Listing Rule 5000(a)(23). ‘‘Listed Listing Rule 5005(a)(35). ‘‘Unrestricted Securities’’ minimum amount of securities in a Firm Securities’’ means securities listed on Nasdaq or means securities that are not subject to resale restrictions for any reason, including, but not 22 another national securities exchange. See Nasdaq Commitment Offering in the U.S. to limited to, securities: (i) Acquired directly or Public Holders 23 that (i) will result in Listing Rule 5000(a)(22). indirectly from the issuer or an affiliate of the issuer gross proceeds to the Company of at 25 The Exchange provides the following examples in unregistered offerings such as private placements least $25 million or (ii) will represent at to illustrate the proposed rule. First, Company X, or Regulation D offerings; (ii) acquired through an which principally administers its business in a employee stock benefit plan or as compensation for least 25% of the Company’s post- Restrictive Market, is applying to list on Nasdaq professional services; (iii) acquired in reliance on offering Market Value of Listed Global Market and has an expected post-offering Regulation S, which cannot be resold within the Securities,24 whichever is lower. A Market Value of Listed Securities of $75,000,000. United States; (iv) subject to a lockup agreement or Since 25% of $75,000,000 is $18,750,000, which is a similar contractual restriction; or (v) considered ‘‘restricted securities’’ under Rule 144. See Nasdaq 18 lower than $25,000,000, pursuant to the See id. Nasdaq Listing Rule 5005(a)(6) defines Listing Rules 5005(a)(46) and (37). ‘‘Company’’ as the issuer of a security listed or requirements of the proposed rule, Company X 31 The Exchange provides the following examples applying to list on Nasdaq. would be eligible to list based on a Firm 19 to illustrate the proposed rule. First, Company A is See Notice, supra note 3, at 35963. The Commitment Offering in the U.S. to Public Holders currently listed on the Nasdaq Capital Market and Exchange provides the following example. of at least $18,750,000. Company X would also need plans to acquire a company that principally Company X’s headquarters are located in Country to comply with the other applicable listing administers its business in a Restrictive Market, in Y, while the majority of its senior management, requirements of the Nasdaq Global Market, accordance with IM–5101–2. Following the employees, assets, operations and books and including a Market Value of Unrestricted Publicly business combination, Company A intends to records are located in Country Z, which is a Held Shares of at least $8 million. See Nasdaq transfer to the Nasdaq Global Select Market. Restrictive Market. Nasdaq would consider Company A expects the post-business combination Company X’s business to be principally Listing Rule 5405(b)(1)(C). See also Rule 5005(a)(45) entity to have a Market Value of Listed Securities administered in Country Z. See id. (definition of ‘‘Unrestricted Publicly Held Shares’’), 20 Rule 5005(a)(46) (definition of ‘‘Unrestricted of $250,000,000. Since 25% of $250,000,000 is See id. at 35963, n.5. $62,500,000, which is higher than $25,000,000, 21 Nasdaq Listing Rule 5005(a)(33) defines Securities’’), and Rule 5005(a)(37) (definition of ‘‘Restricted Securities’’). As another example, pursuant to the requirements of the proposed rule, ‘‘Primary Equity Security’’ as ‘‘a Company’s first to qualify for listing the post-business combination Company Y, which also principally administers its class of Common Stock, Ordinary Shares, Shares or entity must have a minimum Market Value of business in a Restrictive Market, is applying to list Certificates of Beneficial Interest of Trust, Limited Unrestricted Publicly Held Shares of at least Partnership Interests or American Depositary on the Nasdaq Global Select Market and its post- $25,000,000. The company would also need to Receipts (ADR) or Shares (ADS).’’ offering Market Value of Listed Securities is comply with the other applicable listing 22 Nasdaq Listing Rule 5005(a)(17) defines ‘‘Firm expected to be $200,000,000. Since 25% of requirements of the Nasdaq Global Select Market, Commitment Offering’’ as ‘‘an offering of securities $200,000,000 is $50,000,000, which is higher than including a Market Value of Unrestricted Publicly by participants in a selling syndicate under an $25,000,000, pursuant to the requirements of the Held Shares of at least $45,000,000. See Nasdaq agreement that imposes a financial commitment on proposed rule, Company Y would be eligible to list Listing Rule 5315(f)(2)(C). As another example, participants in such syndicate to purchase such based on a Firm Commitment Offering in the U.S. Company B is currently listed on Nasdaq Capital securities.’’ to Public Holders that will result in gross proceeds Market and plans to combine with a non-Nasdaq 23 Nasdaq Listing Rule 5005(a)(36) defines of at least $25,000,000. Company Y would also need entity that principally administers its business in a ‘‘Public Holders’’ as ‘‘holders of a security that to comply with the other applicable listing Restrictive Market, resulting in a change of control includes both beneficial holders and holders of requirements of the Nasdaq Global Select Market, as defined in Rule 5110(a), whereby the non-Nasdaq record, but does not include any holder who is, entity will become the Nasdaq-listed company. including a Market Value of Unrestricted Publicly either directly or indirectly, an Executive Officer, Following the change of control, Company B Held Shares of at least $45 million. See Nasdaq director, or the beneficial holder of more than 10% expects the listed company to have a Market Value of the total shares outstanding.’’ Listing Rule 5315(f)(2)(C). of Listed Securities of $50,000,000. Since 25% of 24 ‘‘Market Value’’ means the consolidated closing 26 See Notice, supra note 3, at 35963. $50,000,000 is $12,500,000, which is lower than bid price multiplied by the measure to be valued. 27 See id. at 35963–64. Continued

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The Exchange states that it believes permit Restrictive Market Companies to commenter agreed with the Exchange that a business combination, as list through a Direct Listing on the that precluding Restrictive Market described in Nasdaq Rule 5110(a) or Nasdaq Global Select Market or Nasdaq Companies from listing through a Direct IM–5101–2, involving a Restrictive Global Market because such companies Listing on the Nasdaq Capital Market Market Company presents similar risks would be subject to the additional will help to promote fair and orderly to U.S. investors as an IPO of a listing requirements set forth in IM– trading on the secondary market.41 Restrictive Market Company and that 5315–1 or IM–5405–1, respectively.36 IV. Proceedings To Determine Whether the proposed listing requirement will On the other hand, the Exchange states To Approve or Disapprove SR– help to provide an additional assurance that it does not believe that the NASDAQ–2020–027 and Grounds for that there are sufficient freely tradable additional requirements for Direct Disapproval Under Consideration shares and investor interest to support Listing on the Nasdaq Capital Market, fair and orderly trading on the Exchange set forth in IM–5501–1, are sufficient to The Commission is instituting when the target company is a Restrictive overcome concerns regarding sufficient proceedings pursuant to Section Market Company.32 liquidity and investor interest to 19(b)(2)(B) of the Act 42 to determine support fair and orderly trading on the whether the proposed rule change D. Direct Listings of Restrictive Market Exchange with respect to Restrictive should be approved or disapproved. Companies Market Companies.37 Institution of such proceedings is The Exchange proposes to adopt new appropriate at this time in view of the Rule 5210(l)(iii) to provide that a III. Summary of the Comment Letters legal and policy issues raised by the Restrictive Market Company that is Received proposed rule change. Institution of listing its Primary Equity Security on One commenter stated that it fully proceedings does not indicate that the Nasdaq in connection with a Direct supports the proposed rule change Commission has reached any Listing, as defined in Listing Rule IM– inasmuch as it seems reasonably conclusions with respect to any of the 5315–1,33 would be permitted to list on: tailored to help ensure full, complete, issues involved. Rather, as described (i) The Nasdaq Global Select Market, and transparent financial and other below, the Commission seeks and provided that the Company meets all disclosure from Restrictive Market encourages interested persons to applicable listing requirements for the Companies.38 Another commenter provide additional comment on the Nasdaq Global Select Market and the expressed its support for the proposed proposed rule change to inform the additional requirements of Listing Rule rule changes to require Restrictive Commission’s analysis of whether to IM–5315–1, or (ii) the Nasdaq Global Market Companies to have a minimum approve or disapprove the proposed Market, provided that the Company offering size or public float percentage rule change. meets all applicable listing requirements for an IPO and minimum market value Pursuant to Section 19(b)(2)(B) of the for the Nasdaq Global Market and the of publicly held shares for a business Act,43 the Commission is providing additional requirements of Listing Rule combination and agreed that these notice of the grounds for disapproval IM–5405–1. On the other hand, requirements should help mitigate the under consideration. The Commission is proposed Rule 5210(l)(iii) would risks that Restrictive Market Companies instituting proceedings to allow for provide that a Restrictive Market present to U.S. investors.39 However, additional analysis of the proposed rule Company would not be permitted to list this commenter did not support the change’s consistency with Section on the Nasdaq Capital Market in proposal to allow Restrictive Market 6(b)(5) of the Act, which requires, connection with a Direct Listing, Companies to list on Nasdaq Global among other things, that the rules of a notwithstanding the fact that the Select Market or Nasdaq Global Market national securities exchange be Company may meet the applicable in connection with a Direct Listing and designed to prevent fraudulent and initial listing requirements for the stated its general opposition to any manipulative acts and practices, to Nasdaq Capital Market and the proposal that would expand the use of promote just and equitable principles of 40 additional requirements in Listing Rule direct listings. On the other hand, this trade, to foster cooperation and IM–5505–1. coordination with persons engaged in The Exchange’s rules currently set 36 See Notice, supra note 3, at 35965. regulating, clearing, settling, processing 37 See id. As an example, the Exchange states that information with respect to, and forth initial listing requirements for the Nasdaq Global Select Market and Nasdaq Global companies listing on the Nasdaq Global Market require a company to have at least 1,250,000 facilitating transactions in securities, to Select Market, Nasdaq Global Market, and 1.1 million Unrestricted Publicly Held Shares, remove impediments to and perfect the and Nasdaq Capital Market,34 and respectively, and a Market Value of Unrestricted mechanism of a free and open market Publicly Held Shares of at least $45 million and $8 and a national market system, and to additional listing requirements for million, respectively. See Nasdaq Listing Rules Companies conducting a Direct Listing 5315(e)(2), 5315(f)(2)(c), 5405(a)(2), and protect investors and the public interest, on such markets.35 The Exchange states 5405(b)(1)(c). In contrast, the Nasdaq Capital Market and not be designed to permit unfair that it believes it is appropriate to requires a company to have at least 1 million discrimination between customers, Unrestricted Publicly Held Shares and a Market 44 Value of Unrestricted Publicly Held Shares of at issuers, brokers, or dealers. $25,000,000, pursuant to the requirements of the least $5 million. See Nasdaq Listing Rules As discussed above, the Exchange proposed rule, the listed company must have a 5505(a)(2) and 5505(b)(3)(C). See also Notice, supra proposes to apply new initial listing minimum Market Value of Unrestricted Publicly note 3, at 35965, n.22. requirements to Restrictive Market Held Shares following the change of control of at 38 See Letter from Annemarie Tierney, Founder Companies in connection with an IPO to least $12,500,000. The post-business combination and Principal, Liquid Advisors, Inc. (July 2, 2020), company would also need to comply with all other at 5. applicable listing requirements of the Nasdaq 39 See Letter from Jeffrey P. Mahoney, General regime.’’ See Letter from Jeffrey P. Mahoney, Capital Market, including a Market Value of Counsel, Council of Institutional Investors (June 25, General Counsel, Council of Institutional Investors Unrestricted Publicly Held Shares of at least $5 2020) (‘‘CII Letter’’), at 4–5. (January 16, 2020), at 2–3, available at https:// million. See Nasdaq Listing Rule 5505(b)(3)(C). www.sec.gov/comments/sr-nyse-2019-67/ 40 See id. at 5–6. This commenter cited its letter 32 srnyse201967-6660338-203855.pdf. See Notice, supra note 3, at 35964. to the Commission submitted in connection with 41 33 See supra note 15. File Number SR–NYSE–2019–67, which stated that See CII Letter, supra note 39, at 6. 34 See Nasdaq Listing Rules 5315, 5405, and 5505. ‘‘the SEC should take real and substantial steps, on 42 15 U.S.C. 78s(b)(2)(B). 35 See Nasdaq Listing Rules IM–5315–1, IM– an urgent basis, to explore establishing a system of 43 Id. 5405–1, and IM–5501–1. traceable shares before approving a direct listing 44 15 U.S.C. 78f(b)(5).

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require such companies to offer a as to whether the proposal is consistent Interested persons are invited to minimum amount of securities in a Firm with Section 6(b)(5) of the Act and its submit written data, views, and Commitment Offering in the U.S. to requirement, among other things, that arguments regarding whether the Public Holders that (i) will result in the rules of a national securities proposal should be approved or gross proceeds to the company of at exchange not be designed to permit disapproved by October 6, 2020. Any least $25 million or (ii) will represent at unfair discrimination. person who wishes to file a rebuttal to least 25% of the company’s post- Under the Commission’s Rules of any other person’s submission must file offering Market Value of Listed Practice, the ‘‘burden to demonstrate that rebuttal by October 20, 2020. The Securities, whichever is lower.45 In that a proposed rule change is Commission asks that commenters addition, the Exchange proposes to consistent with the Exchange Act and address the sufficiency of the apply new listing requirements to the rules and regulations issued Exchange’s statements in support of the companies conducting a business thereunder . . . is on the [SRO] that proposal, which are set forth in the combination with a Restrictive Market proposed the rule change.’’ 49 The Notice,55 in addition to any other Company to require such companies to description of a proposed rule change, comments they may wish to submit have a minimum Market Value of its purpose and operation, its effect, and about the proposed rule change. Unrestricted Publicly Held Shares a legal analysis of its consistency with Comments may be submitted by any following the business combination applicable requirements must all be of the following methods: equal to the lesser of (i) $25 million or sufficiently detailed and specific to (ii) 25% of post-business combination support an affirmative Commission Electronic Comments entity’s Market Value of Listed finding,50 and any failure of an SRO to • Use the Commission’s internet Securities.46 In support of the proposed provide this information may result in comment form (http://www.sec.gov/ requirements, the Exchange states that it the Commission not having a sufficient rules/sro.shtml); or has observed that Restrictive Market basis to make an affirmative finding that • Send an email to rule-comments@ Companies listing on Nasdaq in a proposed rule change is consistent sec.gov. Please include File Number SR– connection with an IPO with an offering with the Act and the applicable rules NASDAQ–2020–027 on the subject line. 51 size below $25 million or public float and regulations. Paper Comments The Commission is instituting ratio below 25% have a high rate of • compliance concerns and that business proceedings to allow for additional Send paper comments in triplicate combinations involving Restrictive consideration and comment on the to Secretary, Securities and Exchange Market Companies present similar risks issues raised herein, including as to Commission, 100 F Street NE, to U.S. investors.47 However, the whether the proposal is consistent with Washington, DC 20549–1090. Exchange does not provide any other the Act. All submissions should refer to File Number SR–NASDAQ–2020–027. This data or analysis to support the level at V. Procedure: Request for Written file number should be included on the which the proposed thresholds are set. Comments The Commission believes there are subject line if email is used. To help the questions as to whether the proposed The Commission requests that Commission process and review your thresholds are set at levels which are interested persons provide written comments more efficiently, please use not designed to permit unfair submissions of their views, data, and only one method. The Commission will discrimination amongst Restrictive arguments with respect to the issues post all comments on the Commission’s Market Company issuers. identified above, as well as any other internet website (http://www.sec.gov/ In addition, the Exchange’s proposal concerns they may have with the rules/sro.shtml). Copies of the sets forth five factors that the Exchange proposal. In particular, the Commission submission, all subsequent ‘‘may’’ consider when determining invites the written views of interested amendments, all written statements whether a Company’s business is persons concerning whether the with respect to the proposed rule principally administered in a Restrictive proposal is consistent with Section change that are filed with the 52 Market and the Exchange states that it 6(b)(5) of the Act or any other Commission, and all written will consider these factors provision of the Act, or the rules and communications relating to the ‘‘holistically.’’ 48 The proposal does not regulations thereunder. Although there proposed rule change between the provide how, or if, the Exchange would do not appear to be any issues relevant Commission and any person, other than apply these five factors when making a to approval or disapproval that would those that may be withheld from the determination of whether a Company’s be facilitated by an oral presentation of public in accordance with the business is principally administered in views, data, and arguments, the provisions of 5 U.S.C. 552, will be a Restrictive Market but, instead, Commission will consider, pursuant to available for website viewing and 53 provides the Exchange with broad Rule 19b–4 under the Act, any request printing in the Commission’s Public discretion in determining so. The for an opportunity to make an oral Reference Room, 100 F Street NE, 54 Commission believes there are questions presentation. Washington, DC 20549, on official as to whether such broad discretion business days between the hours of 49 when making a determination of 17 CFR 201.700(b)(3). 10:00 a.m. and 3:00 p.m. Copies of the 50 See id. filing also will be available for whether a Company’s business is 51 See id. inspection and copying at the principal principally administered in a Restrictive 52 15 U.S.C. 78f(b)(5). Market is not designed to permit unfair 53 17 CFR 240.19b–4. office of the Exchange. All comments discrimination. Accordingly, the 54 Section 19(b)(2) of the Act, as amended by the received will be posted without change. Commission believes there are questions Securities Act Amendments of 1975, Public Law Persons submitting comments are 94–29 (June 4, 1975), grants the Commission cautioned that we do not redact or edit flexibility to determine what type of proceeding— 45 personal identifying information from See supra Section II.B. either oral or notice and opportunity for written 46 See supra Section II.C. comments—is appropriate for consideration of a 47 See supra notes 26 and 32 and accompanying particular proposal by a self-regulatory Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 text. organization. See Securities Act Amendments of (1975). 48 See supra notes 18–19 and accompanying text. 1975, Senate Comm. on Banking, Housing & Urban 55 See Notice, supra note 3.

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comment submissions. You should quality, utility, and clarity; and ways to Disability Update Report—20 CFR submit only information that you wish minimize burden on respondents, 404.1589–404.1595 and 416.988– to make available publicly. All including the use of automated 416.996–0960–0511. As part of our submissions should refer to File collection techniques or other forms of statutory requirements, SSA Number SR–NASDAQ–2020–027 and information technology. Mail, email, or periodically uses Form SSA–455, the should be submitted by October 6, 2020. fax your comments and Disability Update Report, to evaluate Rebuttal comments should be submitted recommendations on the information current Title II disability beneficiaries’ by October 20, 2020. collection(s) to the OMB Desk Officer and Title XVI disability payment For the Commission, by the Division of and SSA Reports Clearance Officer at recipients’ continued eligibility for Trading and Markets, pursuant to delegated the following addresses or fax numbers. disability payments. Specifically, SSA 56 authority. (OMB), Office of Management and uses the form to determine if: (1) There J. Matthew DeLesDernier, Budget, Attn: Desk Officer for SSA, is enough evidence to warrant referring Assistant Secretary. Fax: 202–395–6974, Email address: the respondent for a full medical [FR Doc. 2020–20259 Filed 9–14–20; 8:45 am] [email protected] Continuing Disability Review (CDR); (2) the respondent’s impairments are still BILLING CODE 8011–01–P (SSA), Social Security Administration, present and indicative of no medical OLCA; Attn: Reports Clearance improvement, precluding the need for a Director, 3100 West High Rise, 6401 full medical CDR; or (3) the respondent SOCIAL SECURITY ADMINISTRATION Security Blvd., Baltimore, MD 21235, has unresolved work-related issues. SSA Fax: 410–966–2830, Email address: [Docket No: SSA–2020–0048] mails Form SSA–455 to specific [email protected] disability recipients, whom we select as Agency Information Collection Or you may submit your comments possibly qualifying for the full medical Activities: Comment Request online through www.regulations.gov, CDR process. SSA pre-fills the form The Social Security Administration referencing Docket ID Number [SSA– with data specific to the disability (SSA) publishes a list of information 2020–0048]. recipient, except for the sections we ask collection packages requiring clearance SSA submitted the information the recipients to complete. When SSA by the Office of Management and collection below to OMB for clearance. receives the completed form, we scan it Budget (OMB) in compliance with Your comments regarding this into SSA’s system. This allows us to Public Law 104–13, the Paperwork information collection would be most gather the information electronically, Reduction Act of 1995, effective October useful if OMB and SSA receive them 30 and enables SSA to process the returned 1, 1995. This notice includes a revision days from the date of this publication. forms through automated decision logic of an OMB-approved information To be sure we consider your comments, to decide the proper course of action to collection. we must receive them no later than take. The respondents are recipients of SSA is soliciting comments on the October 15, 2020. Individuals can obtain Title II and Title XVI Social Security accuracy of the agency’s burden copies of the OMB clearance package by disability payments. estimate; the need for the information; writing to OR.Reports.Clearance@ Type of Request: Revision of an OMB- its practical utility; ways to enhance its ssa.gov. approved information collection.

Average Average Estimated total theoretical Average Total annual Modality of Number of Frequency of burden per annual burden hourly cost wait time in opportunity completion respondents response response (hours) amount field office cost (minutes) (dollars)* (minutes) ** (dollars) ***

SSA–455 ...... 1,300,000 1 15 325,000 $10.73* 24** $9,066,850*** * We based this figure on average DI payments based on SSA’s current FY 2020 data (https://www.ssa.gov/legislation/2020Fact %20Sheet.pdf). ** We based this figure on the average FY 2020 wait times for field offices, based on SSA’s current management information data. *** This figure does not represent actual costs that SSA is imposing on recipients of Social Security payments to complete this application; rather, these are theoretical opportunity costs for the additional time respondents will spend to complete the application. There is no actual charge to respondents to complete the application.

Dated: September 10, 2020. DEPARTMENT OF STATE sustaining the strategic relationship Naomi Sipple, with the United States and meeting its [Public Notice 11200] Reports Clearance Officer, Social Security obligations under the 1979 Egypt-Israel Peace Treaty. Administration. Certification Pursuant to the [FR Doc. 2020–20299 Filed 9–14–20; 8:45 am] Department of State, Foreign This determination shall be published BILLING CODE 4191–02–P Operations, and Related Programs in the Federal Register and, along with Appropriations Act, 2020 the accompanying Memorandum of Justification, shall be reported to By virtue of the authority vested in Congress. me as Secretary of State pursuant to Dated: August 17, 2020. section 7041(a)(l) of the Department of State, Foreign Operations, and Related Michael R. Pompeo, Programs Appropriations Act, 2020 Secretary of State. (Div. G, Pub.L. 1 16–94), I hereby certify [FR Doc. 2020–20211 Filed 9–14–20; 8:45 am] that the Government of Egypt is BILLING CODE 4710–31–P

56 17 CFR 200.30–3(a)(57).

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