Regulation FD 30 Day Federal Register Notice

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Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices
Rule 17Ad–2(e),(d), and (h)
enumerates the requirements with
which transfer agents must comply to
inform the Commission or the
appropriate regulator of a transfer
agent’s failure to meet the minimum
performance standards set by the
Commission rule by filing a notice.
The Commission receives
approximately 3 notices a year pursuant
to Rule 17Ad–2(c), (d), and (h). The
estimated annual time burden of these
filings on respondents is minimal in
view of: (a) The readily available nature
of most of the information required to be
included in the notice (since that
information must be compiled and
retained pursuant to other Commission
rules); and (b) the summary fashion in
which such information must be
presented in the notice (most notices are
one page or less in length). In light of
the above, and based on the experience
of the staff regarding the notices, the
Commission staff estimates that, on
average, most notices require
approximately one-half hour to prepare.
Thus, the Commission staff estimates
that the industry-wide total time burden
is approximately 1.5 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 John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28433 Filed 12–30–21; 8:45 am]
BILLING CODE 8011–01–P

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SECURITIES AND EXCHANGE
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[SEC File No. 270–475, OMB Control No.
3235–0536]

Submission for OMB Review;
Comment Request; Extension:
Regulation FD
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
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 FD (17 CFR 243.100 et
seq.)—Other Disclosure Materials
requires public disclosure of material
information from issuers of publicly
traded securities so that investors have
current information upon which to base
investment decisions. The purpose of
the regulation is to require that: (1)
When an issuer intentionally discloses
material information, to do so through
public disclosure, not selective
disclosure; and (2) to make prompt
public disclosure of material
information that was unintentionally
selectively disclosed. Regulation FD was
adopted due to a concern that the
practice of selective disclosure leads to
a loss of investor confidence in the
integrity of our capital markets. All
information is provided to the public for
review. The information required is
filed on occasion and is mandatory. We
estimate that approximately 13,000
issuers make Regulation FD disclosures
approximately five times a year for a
total of 58,000 submissions annually,
not including an estimated 7,000 issuers
who file Form 8–K to comply with
Regulation FD. We estimate that it takes
approximately 5 hours per response
(58,000 responses x 5 hours) for a total
burden of 290,000 hours annually. In
addition, we estimate that 25% of the 5
hours (1.25 hours) is prepared by the
filer for an annual reporting burden of
72,500 hours (1.25 hours per response ×
58,000 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 background
documentation for this information
collection at the following website:

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135

www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission,
c/o John Pezzullo, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28422 Filed 12–30–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–421, OMB Control No.
3235–0481]

Submission for OMB Review;
Comment Request; Extension: Rule
15c2–8
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
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
(‘‘OMB’’) a request for approval of
extension of the existing collection of
information provided for in the
following rule: Rule 15c2–8 (17 CFR
240.15c2–8), under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.).
Rule 15c2–8 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 brokerdealers to take reasonable steps to
distribute copies of the preliminary or
final prospectus to anyone who makes
a written request, as well as any brokerdealer 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

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Federal Register / Vol. 87, No. 1 / Monday, January 3, 2022 / Notices

who is expected to actually purchase
the security in the offering) at least 48
hours prior to the sending of such
confirmation. This requirement is
sometimes referred to as the ‘‘48 hour
rule.’’
Additionally, managing underwriters
are required to take reasonable steps to
ensure that all broker-dealers
participating in the distribution of or
trading in the security have sufficient
copies of the preliminary or final
prospectus, as requested by them, to
enable such broker-dealer to satisfy their
respective prospectus delivery
obligations pursuant to Rule 15c2–8, as
well as Section 5 of the Securities Act
of 1933.
Rule 15c2–8 implicitly requires that
broker-dealers collect information, as
such collection facilitates compliance
with the rule. There is no requirement
to submit collected information to the
Commission. 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.
The Commission estimates that the
time broker-dealers will spend
complying with the collection of
information required by the rule is
24,200 hours for equity IPOs and 29,320
hours for other offerings. The
Commission estimates that the total
annualized cost burden (copying and
postage costs) is $48,400,000 for IPOs
and $1,172,800 for other offerings.
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.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) MBX.OMB.OIRA.SEC_desk_
[email protected] and (ii) David
Bottom, Director/Chief Information
Officer, Securities and Exchange
Commission, c/o John R. Pezzullo, 100
F Street NE, Washington, DC 20549, or
by sending an email to: PRA_Mailbox@
sec.gov.

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Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28428 Filed 12–30–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. S7–23–15, OMB Control No.
3235–0763]

Submission for OMB Review;
Comment Request; Extension: Rule
304 of Regulation ATS and Form ATS
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
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’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 304 of Regulation ATS (17 CFR
242.304) and Form ATS–N under the
Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) (‘‘Exchange Act’’).
Regulation ATS provides a regulatory
structure for alternative trading systems.
Rule 304 of Regulation ATS provides
conditions for NMS Stock ATSs seeking
to rely on the exemption from the
definition of ‘‘exchange’’ provided by
Rule 3a1–1(a) of the Exchange Act,
including to file a Form ATS–N, and for
that Form ATS–N to become effective.
Form ATS–N requires NMS Stock ATSs
to provide information about their
manner of operations, the broker-dealer
operator, and the ATS-related activities
of the broker-dealer operator and its
affiliates to comply with the conditions
provided under Rule 304. Form ATS–N
promotes more efficient and effective
market operations by providing more
transparency to market participants
about the operations of NMS Stock
ATSs and the potential conflicts of
interest of the controlling broker-dealer
operator and its affiliates, and helps
brokers meet their best execution
obligations to their customers.
Operational transparency rules,
including Form ATS–N, are designed to
increase competition among trading
centers in regard to order routing and
execution quality.
The Commission staff estimates that
entities subject to the requirements of
Rule 304 and Form ATS–N will spend

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a total of approximately 2,042 hours a
year to comply with the Rule.
Regulation ATS requires ATSs to
preserve any records, for at least three
years, made in the process of complying
with the systems capacity, integrity and
security requirements.
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.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function. Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to (i) www.reginfo.gov/public/do/
PRAMain and (ii) David Bottom,
Director/Chief Information Officer,
Securities and Exchange Commission,
c/o John R. Pezzullo, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–28434 Filed 12–30–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–289, OMB Control No.
3235–0327]

Submission for OMB Review Comment
Request; Extension: Form SE
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
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.
Form SE (17 CFR 239.64) is used by
registrants to file paper copies of
exhibits, reports or other documents
that would be difficult or impossible to
submit electronically, as provided in
Rule 311 of Regulation S–T (17 CFR
232.311). The information contained in
Form SE is used by the Commission to
identify paper copies of exhibits. Form

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