83 FR 49603 - Sunshine Act Meetings

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 191 (October 2, 2018)

Page Range		49603-49604
FR Document		2018-21502

Federal Register, Volume 83 Issue 191 (Tuesday, October 2, 2018)

[Federal Register Volume 83, Number 191 (Tuesday, October 2, 2018)]
[Notices]
[Pages 49603-49604]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-21502]


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SECURITIES AND EXCHANGE COMMISSION


Sunshine Act Meetings

TIME AND DATE: 2:00 p.m. on Thursday, October 4, 2018.

PLACE: The meeting will be held at the Commission's headquarters, 100 F 
Street NE, Washington, DC 20549.

STATUS: This meeting will be closed to the public.

MATTERS TO BE CONSIDERED: Commissioners, Counsel to the Commissioners, 
the Secretary to the Commission, and recording secretaries will attend 
the closed meeting. Certain staff members who have an interest in the 
matters also may be present.
    The General Counsel of the Commission, or his designee, has 
certified that, in his opinion, one or more of the exemptions set forth 
in 5 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) and (10) and 17 CFR 
200.402(a)(3), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and (a)(10), 
permit consideration of the scheduled matters at the closed meeting.

[[Page 49604]]

    Commissioner Jackson, as duty officer, voted to consider the items 
listed for the closed meeting in closed session.
    The subject matters of the closed meeting will be:
    Institution and settlement of injunctive actions;
    Institution and settlement of administrative proceedings; and
    Other matters relating to enforcement proceedings.
    At times, changes in Commission priorities require alterations in 
the scheduling of meeting items.

CONTACT PERSON FOR MORE INFORMATION: For further information and to 
ascertain what, if any, matters have been added, deleted or postponed; 
please contact Brent J. Fields from the Office of the Secretary at 
(202) 551-5400.

    Dated: September 27, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-21502 Filed 9-28-18; 11:15 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 191 / Tuesday, October 2, 2018 / Notices 49603

by commenters and the Exchange,61 Comments may be submitted by any of rule change. In particular, Amendment
market value (as determined pursuant to the following methods: No. 1 clarifies that: (i) In the new
the proposal) may be a more appropriate definition of ‘‘Minimum Price,’’ the
Electronic Comments
indicator of whether a transaction is closing price (as reflected on
dilutive than book value for purposes of • Use the Commission’s internet Nasdaq.com) is measured immediately
Nasdaq’s shareholder approval rule.62 comment form (http://www.sec.gov/ preceding the signing of the binding
The Commission notes, in approving rules/sro.shtml); or agreement; and (ii) a private placement
the changes to measure market value as • Send an email to rule-comments@ is a transaction other than a public
the lower of the closing price and five- sec.gov. Please include File Number SR– offering.66 The clarifications in
day average closing price and eliminate NASDAQ–2018–008 on the subject line. Amendment No. 1 should help to avoid
the book value requirement, that the Paper Comments any confusion as to the scope or
ability of listed companies to issue application of the rule changes being
securities in private placements without • Send paper comments in triplicate
adopted herein. Accordingly, the
shareholder approval continues to to Secretary, Securities and Exchange
Commission finds good cause, pursuant
remain limited by other important Commission, 100 F Street NE,
Washington, DC 20549–1090. to Section 19(b)(2) of the Act,67 to
Exchange rules.63 For example, the approve the proposed rule change, as
Commission notes that any discounted All submissions should refer to File modified by Amendment No. 1, on an
issuance of stock to a company’s Number SR–NASDAQ–2018–008. This
accelerated basis.
officers, directors, employees, or file number should be included on the
consultants would require shareholder subject line if email is used. To help the VII. Conclusion
approval under the Exchange’s equity Commission process and review your It is therefore ordered, pursuant to
compensation rules.64 In addition, comments more efficiently, please use Section 19(b)(2) of the Act,68 that the
shareholder approval would be required only one method. The Commission will proposed rule change (SR–NASDAQ–
if the issuance resulted in a change of post all comments on the Commission’s 2018–008), as modified by Amendment
control and for the acquisition of stock internet website (http://www.sec.gov/ No. 1 be, and it hereby is, approved on
or assets of another company, including rules/sro.shtml). Copies of the an accelerated basis.
where an issuance increases voting submission, all subsequent
amendments, all written statements For the Commission, by the Division of
power or common shares by 5% or more Trading and Markets, pursuant to delegated
and an officer or director or substantial with respect to the proposed rule
authority.69
security holder has a 5% direct or change that are filed with the
Commission, and all written Eduardo A. Aleman,
indirect interest (or collectively 10%) in
communications relating to the Assistant Secretary.
the company or assets to be acquired. 65
proposed rule change between the [FR Doc. 2018–21366 Filed 10–1–18; 8:45 am]
V. Solicitation of Comments on Commission and any person, other than BILLING CODE 8011–01–P
Amendment No. 1 to the Proposed Rule those that may be withheld from the
Change public in accordance with the
Interested persons are invited to provisions of 5 U.S.C. 552, will be SECURITIES AND EXCHANGE
submit written data, views, and available for website viewing and COMMISSION
arguments concerning whether printing in the Commission’s Public
Amendment No. 1 to the proposed rule Reference Room, 100 F Street NE, Sunshine Act Meetings
change is consistent with the Act. Washington, DC 20549, on official TIME AND DATE: 2:00 p.m. on Thursday,
business days between the hours of October 4, 2018.
61 See supra notes 21 and 45–50 and 10:00 a.m. and 3:00 p.m. Copies of the
accompanying text. filing also will be available for PLACE: The meeting will be held at the
62 For example, as the Exchange stated in the
inspection and copying at the principal Commission’s headquarters, 100 F
Nasdaq Response Letter, among other things, book Street NE, Washington, DC 20549.
value is disclosed in quarterly and annual reports office of the Exchange. All comments
and is just one point of financial data already received will be posted without change. STATUS: This meeting will be closed to
incorporated in the market value of the security. Persons submitting comments are the public.
See Nasdaq Response Letter, supra note 8, at 4.
63 See, e.g., Nasdaq Rule 5635 (a),(b) and (c). The
cautioned that we do not redact or edit MATTERS TO BE CONSIDERED:
Commission notes that, under Nasdaq rules, if personal identifying information from Commissioners, Counsel to the
shareholder approval was not required under the comment submissions. You should Commissioners, the Secretary to the
private placement requirements in Rule 5635(d) it submit only information that you wish Commission, and recording secretaries
could still be required under one of the other
shareholder approval provisions in Rule 5635 since
to make available publicly. All will attend the closed meeting. Certain
these provisions apply independently of each other. submissions should refer to File staff members who have an interest in
64 See Nasdaq Rule 5635(c). Number SR–NASDAQ–2018–008, and the matters also may be present.
65 See Nasdaq Rule 5635(a) and (b). The should be submitted on or before The General Counsel of the
Commission notes that as to the additional October 23, 2018. Commission, or his designee, has
proposed changes to the rule text, Nasdaq has
indicated that these changes were made to improve VI. Accelerated Approval of the certified that, in his opinion, one or
the readability of the rule, to conform the language Proposed Rule Change, as Modified by more of the exemptions set forth in 5
of the rule to the rule text and other rules, and to
Amendment No. 1 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B)
conform references in other rules to the proposed and (10) and 17 CFR 200.402(a)(3),
new standards. Among these changes are the The Commission finds good cause to (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and
amozie on DSK3GDR082PROD with NOTICES1

changes that replace the references in Rule 5635
from ‘‘private placements’’ to ‘‘transactions other
approve the proposed rule change, as (a)(10), permit consideration of the
than public offerings.’’ The Commission notes that modified by Amendment No. 1, prior to scheduled matters at the closed meeting.
in Amendment No. 1 the Exchange stated that the thirtieth day after the date of
private placements would continue to be publication of notice of the filing of 66 See
considered ‘‘transactions other than public supra note 10.
offerings’’ under Nasdaq Rule 5635(d), as amended
Amendment No. 1 in the Federal 67 15 U.S.C. 78s(b)(2).
by the proposed rule change. See Amendment Register. The Commission notes that 68 Id.

No. 1, supra note 10. Amendment No. 1 clarifies the proposed 69 17 CFR 200.30–3(a)(12).

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Document Created: 2018-10-02 01:19:33
Document Modified: 2018-10-02 01:19:33

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Dates		2:00 p.m. on Thursday, October 4, 2018.
FR Citation		83 FR 49603