60 Day Notice

Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices

khammond on DSKJM1Z7X2PROD with NOTICES

obligated person to make a submission
required by a continuing disclosure
agreement (‘‘failure to file notices’’).
Rule 15c2–12 is intended to enhance
disclosure, and thereby reduce fraud, in
the municipal securities market by
establishing standards for obtaining,
reviewing and disseminating
information about municipal securities
by their underwriters.
Municipal offerings of less than $1
million are exempt from the rule, as are
offerings of municipal securities issued
in large denominations that are sold to
no more than 35 sophisticated investors
or have short-term maturities.
It is estimated that approximately
28,000 issuers, 250 broker-dealers and
the MSRB will spend a total of 797,681
hours per year complying with Rule
15c2–12.1 Based on data from the MSRB
through December 2020, issuers
annually submit approximately 61,964
annual filings to the MSRB. Commission
staff estimates that an issuer will require
approximately seven hours to prepare
and submit annual filings to the MSRB.
Therefore, the total annual burden on
issuers to prepare and submit 61,964
annual filings to the MSRB is estimated
to be 433,748 hours. Based on data from
the MSRB through December 2020,
issuers annually submit approximately
54,121 event notices to the MSRB.
Commission staff estimates that an
issuer will require approximately four
hours to prepare and submit event
notices to the MSRB. Therefore, the total
annual burden on issuers to prepare and
submit 54,121 event notices to the
MSRB is estimated to be 216,484 hours.
Based on data from the MSRB through
December 2020, issuers annually submit
approximately 3,597 failure to file
notices to the MSRB. Commission staff
estimates that an issuer will require
approximately two hours to prepare and
submit failure to file notices to the
MSRB. Therefore, the total annual
burden on issuers to prepare and submit
3,597 failure to file notices to the MSRB
is estimated to be 7,194 hours.
Commission staff estimates that the total
annual burden on broker-dealers to
comply with Rule 15c2–12 is 115,255
hours. Finally, Commission staff
estimates that the MSRB will incur an
annual burden of 25,000 hours to
collect, index, store, retrieve and make
1 54,121 (annual number of event notices) × 4
(average estimate of hours needed to prepare and
submit each) + 61,964 (annual number of annual
filings) × 7 (average estimate of hours needed to
prepare and submit each) + 3,597 (annual number
of failure to file notices) × 2 (average estimate of
hours needed to prepare and submit each) =
657,426 hours. 657,426 hours (estimated total
annual burden on issuers) + 25,000 (estimated total
annual MSRB burden) + 115,255 (estimated total
annual burden on broker-dealers) = 797,681 hours.

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available the pertinent documents under
Rule 15c2–12.
The Commission estimates that up to
65% of issuers may use designated
agents to submit some or all of their
continuing disclosure documents to the
MSRB. The Commission estimates that
the average total annual cost that may be
incurred by issuers that use the services
of a designated agent will be
$15,470,000.2 Further, the Commission
estimates that issuers will retain outside
counsel to assist with filing
approximately 1,100 event notices. The
Commission estimates the average total
annual cost incurred by issuers to retain
outside counsel to assist in the
evaluation and preparation of certain
event notices will be $1,760,000.3 Thus,
the total estimated cost to issuers to
comply with the rule is $17,230,000.4
The Commission estimates that the
MSRB will incur total annual costs of
$670,000 to operate the continuing
disclosure service for the MSRB’s
Electronic Municipal Market Access
(‘‘EMMA’’) system.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information to be 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
under the PRA unless it displays a
2 28,000 (number of issuers) × .65 (percentage of
issuers that may use designated agents) × $850
(estimated average annual cost for issuer’s use of
designated agent to submit filings to the Rule) =
$15,470,000.
3 1,100 (estimate of number of event notices
requiring outside counsel) × 4 (estimated number of
hours for outside attorney to assist in the
preparation of such event notice) × $400 (hourly
wage for an outside attorney) = $1,760,000. The
Commission recognizes that the costs of retaining
outside professionals may vary depending on the
nature of the professional services, but for purposes
of this PRA analysis we estimate that costs of
outside counsel would be an average of $400 per
hour.
4 $15,470,000 (estimated total cost for issuer’s use
of designated agent to submit filings) + $1,760,000
(estimated total cost for issuer to employ outside
counsel in the examination, preparation, and filing
of certain event notices) = $17,230,000.

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41529

currently valid OMB control number.
Please direct your written comments 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 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–16404 Filed 7–30–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–098, OMB Control No.
3235–0081]

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 12d2–1

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 12d2–1(17 CFR
240.12d2–1) under the Securities
Exchange Act of 1934 (15 U.S.C. 78b et
seq.) (‘‘Act’’). The Commission plans to
submit this existing collection of
information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
On February 12, 1935, the
Commission adopted Rule 12d2–1 1(’’
Suspension of Trading’’) to establish the
procedures by which a national
securities exchange may suspend from
trading a security that is listed and
registered on the exchange under
Section 12(d) of the Act.2 Under Rule
12d2–1, an exchange is permitted to
suspend from trading a listed security in
accordance with its rules, and must
promptly notify the Commission of any
such suspension, along with the
effective date and the reasons for the
suspension.
Any such suspension may be
continued until such time as the
Commission may determine that the
suspension is designed to evade the
1 See Securities Exchange Act Release No. 98
(February 12, 1935).
2 See Securities Exchange Act Release No. 7011
(February 5, 1963), 28 FR 1506 (February 16, 1963).

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41530

Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices

khammond on DSKJM1Z7X2PROD with NOTICES

provisions of Section 12(d) of the Act
and Rule 12d2–2 thereunder.3 During
the continuance of such suspension
under Rule 12d2–1, the exchange is
required to notify the Commission
promptly of any change in the reasons
for the suspension. Upon the restoration
to trading of any security suspended
under Rule 12d2–1, the exchange must
notify the Commission promptly of the
effective date of such restoration.
The trading suspension notices serve
a number of purposes. First, they inform
the Commission that an exchange has
suspended from trading a listed security
or reintroduced trading in a previously
suspended security. They also provide
the Commission with information
necessary for it to determine that the
suspension has been accomplished in
accordance with the rules of the
exchange, and to verify that the
exchange has not evaded the
requirements of Section 12(d) of the Act
and Rule 12d2–2 thereunder by
improperly employing a trading
suspension. Without Rule 12d2–1, the
Commission would be unable to fully
implement these statutory
responsibilities.
There are 24 national securities
exchanges 4 that are subject to Rule
12d2–1. The burden of complying with
Rule 12d2–1 is not evenly distributed
among the exchanges, however, since
there are many more securities listed on
the New York Stock Exchange, Inc., the
NASDAQ Stock Market, and NYSE
American LLC than on the other
exchanges.5 There are approximately
878 responses 6 under Rule 12d2–1 for
the purpose of suspension of trading
from the national securities exchanges
each year, and the resultant aggregate
annual reporting hour burden would be,
assuming on average one-half reporting
hour per response, 439 annual burden
hours for all exchanges. The related
internal compliance costs associated
3 Rule 12d2–2 prescribes the circumstances under
which a security may be delisted from an exchange
and withdrawn from registration under Section
12(b) of the Act, and provides the procedures for
taking such action.
4 The Exchanges are BOX Exchange LLC, Cboe
BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe
C2 Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe
EDGX Exchange, Inc., Cboe Exchange, Inc.,
Investors Exchange LLC, Long Term Stock
Exchange, Inc., MEMX, LLC, Miami International
Securities Exchange, MIAX Emerald, LLC, MIAX
PEARL, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC,
Nasdaq ISE, LLC, Nasdaq MRX, LLC, Nasdaq PHLX
LLC, The Nasdaq Stock Market, New York Stock
Exchange LLC, NYSE Arca, Inc., NYSE Chicago,
Inc., NYSE American LLC, NYSE National, Inc.
5 In fact, some exchanges do not file any trading
suspension reports in a given year.
6 The 878 figure was calculated by averaging the
numbers for compliance in 2019 and 2020, which
are 822 and 933, respectively.

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with these burden hours are $98,354 per
year.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden of 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
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
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 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–16410 Filed 7–30–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–348, OMB Control No.
3235–0394]

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 15g–5

Frm 00098

Dated: July 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–16403 Filed 7–30–21; 8:45 am]

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 15g–5—Disclosure
of Compensation to Associated Persons
in Connection with Penny Stock
Transactions—(17 CFR 240.15g–5)
under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.). The
Commission plans to submit this

PO 00000

existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 15g–5 requires brokers and
dealers to disclose to customers the
amount of compensation to be received
by their sales agents in connection with
penny stock transactions. The purpose
of the rule is to increase the level of
disclosure to investors concerning
penny stocks generally and specific
penny stock transactions.
The Commission estimates that
approximately 178 broker-dealers will
spend an average of approximately 87
hours annually to comply with the rule.
Thus, the total time burden is
approximately 15,486 hours per year.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
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
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
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].

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BILLING CODE 8011–01–P

DEPARTMENT OF STATE
[Public Notice: 11475]

60-Day Notice of Proposed Information
Collection: Six Directorate of Defense
Trade Controls (DDTC) Information
Collections
Notice of request for public
comments.

ACTION:

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