Regulation D Rule 504(b)(3) 30 Day Federal Register Notice

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Federal Register / Vol. 85, No. 48 / Wednesday, March 11, 2020 / Notices

For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.

on the proposed rule change. The
Commission finds that it is appropriate
to designate a longer period within
which to take action on the proposed
rule change so that it has sufficient time
to consider the proposed rule change.
Accordingly, pursuant to Section
19(b)(2) of the Act,5 the Commission
designates April 21, 2020, as the date by
which the Commission shall either
approve or disapprove, or institute
proceedings to determine whether to
disapprove, the proposed rule change
(File No. SR–NASDAQ–2020–001).

[FR Doc. 2020–04912 Filed 3–10–20; 8:45 am]
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lotter on DSKBCFDHB2PROD with NOTICES

[Release No. 34–88325; File No. SR–
NASDAQ–2020–001]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Designation of Longer Period for
Commission Action on Proposed Rule
Change To Modify the Delisting
Process for Securities With a Bid Price
Below $0.10 and for Securities That
Have Had One or More Reverse Stock
Splits With a Cumulative Ratio of 250
or More to One Over the Prior TwoYear Period

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
J. Matthew DeLesDernier,
Assistant Secretary.

March 5, 2020.

Submission for OMB Review;
Comment Request

On January 2, 2020, The Nasdaq Stock
Market LLC (‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
modify the delisting process for
securities that are in a bid price
compliance period and have a bid price
below $0.10 and for securities that have
had one or more reverse stock splits
with a cumulative ratio of 250 or more
to one over the prior two-year period.
The proposed rule change was
published for comment in the Federal
Register on January 22, 2020.3 The
Commission has received no comments
on the proposal.
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day for this filing
is March 7, 2020.
The Commission is extending the 45day time period for Commission action
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 87982
(January 15, 2020), 85 FR 3736.
4 15 U.S.C. 78s(b)(2).
2 17

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[FR Doc. 2020–04903 Filed 3–10–20; 8:45 am]
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Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Extension:
Regulation D Rule 504(b)(3)—Felons and
Other Bad Actors Disclosure Statement,
SEC File No. 270–798, OMB Control No.
3235–0746

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.
Regulation D Rule 504(b)(3) provides
that no exemption under Rule 504 shall
be available for the securities of any
issuer if such issuer would be subject to
disqualification under Rule 506(d) of
Regulation D on or after January 20,
2017; provided that disclosure of prior
‘‘bad actor’’ events shall be required in
accordance with Rule 506(e) of
Regulation D. Rule 504(b)(3) requires
the issuer in a Rule 504 offering to
furnish to each purchaser, a reasonable
time prior to sale, a written description
of any disqualifying events that
occurred before effectiveness of the
amendments to Rule 504 (i.e., before
January 20, 2017) and within the time
periods described in the list of
5 15
6 17

PO 00000

disqualification events set forth in Rule
506(d)(1) of Regulation D, for the issuer
or any other ‘‘covered person’’
associated with the offering.
Approximately 800 issuers relying on
Rule 504 of Regulation D will spend on
average one additional hour to conduct
a factual inquiry to determine whether
any covered persons had a disqualifying
event that occurred before the effective
date of the amendments for a total of
800 hours. In addition, approximately
eight issuers (or approximately 1% of
800 issuers) will spend ten hours to
prepare a disclosure statement
describing matters that would have
triggered disqualification under Rule
504(b)(3) of Regulation D had they
occurred on or after the effective date of
the amendments (January 20, 2017) for
total burden 80 hours (8 issuers × 10
hours per response).
For Purposes of the PRA, we estimate
the total paperwork burden for all
affected Rule 504 issuers to comply with
Rule 504(b)(3) requirements would be
approximately 808 issuers and a total of
880 burden hours.
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. 2020–04947 Filed 3–10–20; 8:45 am]
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U.S.C. 78s(b)(2).
CFR 200.30–3(a)(31).

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