Rule 147(f)(1)(iii) 30 Day Notice

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Federal Register / Vol. 85, No. 48 / Wednesday, March 11, 2020 / Notices
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Form D (17 CFR 239.500) is a notice
of sales filed by issuers making an
offering of securities in reliance on an
exemption under Regulation D (17 CFR
230.501 et seq.) or Section 4(a)(5) of the
Securities Act of 1933 (15 U.S.C.
77d(a)(5)). Regulation D sets forth rules
governing the limited offer and sale of
securities without Securities Act
registration. The purpose of Form D is
to collect empirical data, which
provides a continuing basis for action by
the Commission either in terms of
amending existing rules and regulations
or proposing new ones. In addition, the
Form D allows the Commission to elicit
information necessary in assessing the
effectiveness of Regulation D (17 CFR
230.501 et seq.) and Section 4(6) of the
Securities Act of 1933 (15 U.S.C. 77d(6))
as capital-raising devices for all
businesses. Form D information is
required to obtain or retain benefits
under Regulation D. Approximately
23,571 issuers file Form D and it takes
approximately 4 hours per response. We
estimate that 25% of the 4 hours per
response (1 hour per response) is
prepared by the issuer for an annual
reporting burden of 23,571 hours (1
hour per response × 23,571responses).
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
[email protected]; and (ii)
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected]. Comments must be
submitted to OMB within 30 days of
this notice.
Dated: March 6, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–04945 Filed 3–10–20; 8:45 am]
BILLING CODE 8011–01–P

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SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Extension:
Rule 147(f)(1)(iii) Written Representation
as to Purchaser Residency, SEC File No.
270–805, OMB Control No. 3235–0756

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Rule 147 is a safe harbor under the
Securities Act Section 3(a)(11)(15 U.S.C.
77c(a)(11)) exemption from registration.
To qualify for the safe harbor, Rule
147(f)(1)(iii) (17 CFR 230.147) will
require the issuer to obtain from the
purchaser a written representation as to
the purchaser’s residency. Under Rule
147, the purchaser in the offering must
be a resident of the same state or
territory in which the issuer is a
resident. While the formal
representation of residency by itself is
not sufficient to establish a reasonable
belief that such purchasers are in-state
residents, the representation
requirement, together with the
reasonable belief standard, may result in
better compliance with the rule and
maintaining appropriate investor
protections. The representation of
residency is not provided to the
Commission. Approximately 700
respondents provide the information
required by Rule 147(f)(1)(iii) at an
estimated 2.75 hours per response for a
total annual reporting burden of 1,925
hours (2.75 hours × 700 responses).
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
[email protected]; and (ii)

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David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected]. Comments must be
submitted to OMB within 30 days of
this notice.
Dated: March 6, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–04948 Filed 3–10–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33811; 813–00389]

Two Sigma Investments, LP and Two
Sigma Luna, LLC
March 5, 2020.

Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:

Notice of application for an order
under sections 6(b) and 6(e) of the
Investment Company Act of 1940 (the
‘‘Act’’) granting an exemption from all
provisions of the Act and the rules and
regulations thereunder, except sections
9, 17, 30, and 36 through 53 of the Act,
and the rules and regulations
thereunder (the ‘‘Rules and
Regulations’’). With respect to sections
17(a), (d), (e), (f), (g) and (j) and 30(a),
(b), (e), and (h) of the Act, and the Rules
and Regulations, and rule 38a–1 under
the Act, the exemption is limited as set
forth in the application.
Summary of Application: Applicants
request an order to exempt certain
limited liability companies, limited
partnerships, corporations, business
trusts or other entities (‘‘Funds’’)
organized by Two Sigma Investments,
LP (‘‘Two Sigma Investments’’) and its
affiliates from certain provisions of the
Act. Each series of a Fund will be an
‘‘employees’ securities company’’
within the meaning of section 2(a)(13) of
the Act.
Applicants: Two Sigma Investments,
LP and Two Sigma Luna, LLC.
Filing Dates: The application was
filed on June 30, 2017, and was
amended on December 22, 2017, June 4,
2018, November 27, 2018, May 24, 2019,
and December 6, 2019.
Hearing or Notification of Hearing: An
order granting the application will be
issued unless the Commission orders a
hearing. Interested persons may request
a hearing by writing to the
Commission’s Secretary and serving

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