Rule 506(e) 60 Day Federal Register Notice

Federal Register / Vol. 85, No. 133 / Friday, July 10, 2020 / Notices

Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736

respond to, a collection of information
unless it displays a currently valid
control number.
Please direct your written comment to
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].

Extension:
Rule 13e–3 (Schedule 13E–3) SEC File No.
270–001, OMB Control No. 3235–0007

Dated: July 2, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.

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’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 13e–3 (17 CFR 240.13e–3) and
Schedule 13E–3 (17 CFR 240.13e–
100)—Rule 13e–3 prescribes the filing,
disclosure and dissemination
requirements in connection with a going
private transaction by an issuer or an
affiliate. Schedule 13E–3 provides
shareholders and the marketplace with
material information concerning a going
private transaction. The information
collected permits verification of
compliance with securities laws
requirements and ensures the public
availability and dissemination of the
collected information. We estimate that
Schedule 13E–3 is filed by
approximately 77 issuers annually and
it takes approximately 137.42 hours per
response. We estimate that 25% of the
137.42 hours per response (34.36 hours)
is prepared by the filer for a total annual
reporting burden of 2,646 hours (34.36
hours per response × 77 responses).
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collection of
information on respondents, including
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication.
An agency may not conduct or
sponsor, and a person is not required to

[FR Doc. 2020–14762 Filed 7–9–20; 8:45 am]

SECURITIES AND EXCHANGE
COMMISSION

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Proposed Collection; Comment
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SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; 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 506(e) of Regulation D Felons and
Other Bad Actors Disclosure Statements
SEC File No. 270–654, OMB Control
No.3235–0704

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’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing
collection[s] of information to the Office
of Management and Budget for
extension and approval.
Rule 506(e) (17 CFR 230.506(e)) of
Regulation D under the Securities Act of
1933 (15 U.S.C. 77a et seq.) requires the
issuer to furnish to each purchaser, a
reasonable time prior to sale, a
description in writing of any matters
that would have triggered
disqualification under Rule 506(d)(1) of
Regulation D, but occurred before
September 23, 2013. The disclosures
required by Rule 506(e) is not filed with
the Commission, but serves as an
important investor protection tool to
inform investors of an issuer’s and its
covered persons, involvement in past
‘‘bad actor’’ disqualifying events such as
pre-existing criminal convictions, court
injunctions, disciplinary proceedings,
and other sanctions enumerated in Rule
506(d). Without the mandatory written
statement requirements set forth in Rule
506(e), purchasers may have the
impression that all bad actors are

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disqualified from participation in Rule
506 offerings.
We estimate there are 19,908
respondents that will conduct a onehour factual inquiry to determine
whether the issuer and its covered
persons have had pre-existing
disqualifying events before September
23, 2013. Of those 19,908 respondents,
we estimate that 220 respondents with
disqualifying events will spend ten
hours to prepare a disclosure statement
describing the matters that would have
triggered disqualification under
506(d)(1) of Regulation D, except that
these disqualifying events occurred
before September 23, 2013, the effective
date of the Rule 506 amendments. An
estimated 2,200 burden hours are
attributed to the 220 respondents with
disqualifying events in addition to the
19,908 burden hours associated with the
one-hour factual inquiry. In sum, the
total annual increase in paperwork
burden for all affected respondents to
comply with the Rule 506(e) disclosure
statement is estimated to be
approximately 22,108 hours of company
personnel time.
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collection of
information on respondents, including
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication.
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.
Please direct your written comment to
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].
Dated: July 2, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–14748 Filed 7–9–20; 8:45 am]
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