Rule 15c2-8, 17 CFR 240.15c2-8 Delivery of Prospectus

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
3235-0481 Nov 5, 2021.pdf	Supplementary Document	Uploaded 2022-01-03	Missing upstream
3235-0481 Jan 3, 2022.pdf	Supplementary Document	Uploaded 2022-01-03	Missing upstream
2021 15c2-8 supporting statement.pdf	Supporting Statement A	Uploaded 2021-10-27	Missing upstream

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
35217	Rule 15c2-8 - Equity IPOs		Modified
216246	Rule 15c2-8 - Debt and Non-IPO Equity Offerings		Modified

ICR Details

OMB Control No: 3235-0481	ICR Reference No: 202110-3235-017
Status: Received in OIRA	Previous ICR Reference No: 201808-3235-001
Agency/Subagency: SEC	Agency Tracking No: TM-270-421
Title: Rule 15c2-8, 17 CFR 240.15c2-8 Delivery of Prospectus
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 01/03/2022

table that charts list comparision

	Requested	Previously Approved
Expiration Date	36 Months From Approved	02/28/2022
Responses	3,416	2,449
Time Burden (Hours)	53,520	29,250
Cost Burden (Dollars)	49,572,800	12,832,000

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Abstract: Rule 15c2-8 of the Securities Exchange Act of 1934 ("Exchange Act") requires broker-dealers to deliver preliminary and/or final prospectuses to certain people under certain circumstances. In connection with securities offerings generally, including initial public offerings (IPOs), the rule requires broker-dealers to take reasonable steps to distribute copies of the preliminary or final prospectus to anyone who makes a written request, as well as any broker-dealer who is expected to solicit purchases of the security and who makes a request. In connection with IPOs, the rule requires a broker-dealer to send a copy of the preliminary prospectus to any person who is expected to receive a confirmation of sale (generally, this means any person who is expected actually to purchase the security in the offering) at least 48 hours prior to the sending of such confirmation. In order to comply with the rule, broker-dealers participating in a securities offering must keep accurate records of persons who have indicated interest in an IPO or requested a prospectus, so that they know to whom they must send a prospectus.

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Authorizing Statute(s): US Code: 15 USC 78o(c)(2) and 78w(a) Name of Law: Sections 15(c)(2) and 23(a) of the Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	86 FR 61356	11/05/2021
30-day Notice:	Federal Register Citation:	Citation Date:
	87 FR 135	01/03/2022
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 2

table that charts list of burden

IC Title	Form No.	Form Name
Rule 15c2-8 - Debt and Non-IPO Equity Offerings
Rule 15c2-8 - Equity IPOs

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ICR Summary of Burden

table that charts list of burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	3,416	2,449	0	0	967	0
Annual Time Burden (Hours)	53,520	29,250	0	0	24,270	0
Annual Cost Burden (Dollars)	49,572,800	12,832,000	0	0	36,740,800	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The change in the estimated reporting burden is based on a current estimate of the number of offerings covered by Rule 15c2-8, and the change in the number of broker-dealers is based on the current number of Broker-Dealers filing FOCUS Reports with the Commission. The increase in Total Aggregate Burden Hours between 2016 and 2020, from 29,250 to 53,520, was primarily due to an increase in the number of equity IPOs from 119 to 484, and to a lesser extent, an increase in the number of debt and non-IPO equity offerings from 2,330 to 2,932. The significant increase in equity IPOs is, in large part, attributable to the proliferation of special purpose acquisition company (“SPAC”) IPOs, which totaled 249 in 2020. There was also a significant increase in the number of traditional IPOs to 235.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 01/03/2022

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