60 Day Notice

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Federal Register / Vol. 87, No. 48 / Friday, March 11, 2022 / Notices

the U.S. equities markets while also
amending those rules to provide greater
certainty to Members and investors that
trades will stand if executed during
Regular Trading Hours where the LULD
Plan provides adequate protection
against trading at erroneous prices. The
Exchange understands that the other
national securities exchanges and
FINRA will also file similar proposals,
the substance of which are identical to
this proposal. Thus, the proposed rule
change will help to ensure consistency
across SROs without implicating any
competitive issues.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No comments were solicited or
received on the proposed rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

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Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeBZX–2022–017 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–CboeBZX–2022–017. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use

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only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–CboeBZX–2022–017 and
should be submitted on or before April
1, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.28
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–05150 Filed 3–10–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–774, OMB Control No.
3235–0726]

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:
Rules 300–304 of Regulation
Crowdfunding (Intermediaries).

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 collection of information
28 17

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CFR 200.30–3(a)(12).

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provided for Rule 17Ab2–1 (17 CFR
240.17Ab2–1) and Form CA–1:
Registration of Clearing Agencies (17
CFR 249b.200) under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’)
(15 U.S.C. 78a et seq.). The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
Rules 300–304 of Regulation
Crowdfunding enumerate the
requirements with which intermediaries
must comply to participate in the offer
and sale of securities in reliance on
Section 4(a)(6) of the Securities Act of
1933 (‘‘Section 4(a)(6)’’). Rule 300
requires an intermediary to be registered
with the Commission as a broker or as
a funding portal and be a member of a
registered national securities
association.1
Rule 301 requires intermediaries to
have a reasonable basis for believing
that an issuer seeking to offer and sell
securities in reliance on Section 4(a)(6)
through the intermediary’s platform
complies with the requirements in
Section 4A(b) of the Securities Act and
the related requirements in Regulation
Crowdfunding. Rule 302 provides that
no intermediary or associated person of
an intermediary may accept an
investment commitment in a transaction
involving the offer or sale of securities
made in reliance on Section 4(a)(6) until
the investor has opened an account with
the intermediary and the intermediary
has obtained from the investor consent
to electronic delivery of materials. Rule
303 requires an intermediary to make
publicly available on its platform the
information that an issuer of
crowdfunding securities is required to
provide to potential investors, in a
manner that reasonably permits a
person accessing the platform to save,
download, or otherwise store the
information, for a minimum of 21 days
before any securities are sold in the
offering, during which time the
intermediary may accept investment
commitments. Rule 303 also requires
intermediaries to comply with the
requirements related to the maintenance
and transmission of funds. An
intermediary that is a registered broker
is required to comply with the
requirements of Rule 15c2–4 of the
Securities Exchange Act of 1934
(‘‘Exchange Act’’) (Transmission or
Maintenance of Payments Received in
Connection with Underwritings).2 An
intermediary that is a registered funding
portal must direct investors to transmit
1 Currently, FINRA is the only registered national
securities association.
2 17 CFR 240.15c2–4.

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Federal Register / Vol. 87, No. 48 / Friday, March 11, 2022 / Notices

lotter on DSK11XQN23PROD with NOTICES1

the money or other consideration
directly to a qualified third party that
has agreed in writing to hold the funds
for the benefit of, and to promptly
transmit or return the funds to, the
persons entitled thereto in accordance
with Regulation Crowdfunding.
The rules also require intermediaries
to implement and maintain systems to
comply with the information disclosure,
communication channels, and investor
notification requirements. These
requirements include providing
disclosure about compensation at
account opening (Rule 302), obtaining
investor acknowledgements to confirm
investor qualifications and review of
educational materials (Rule 303),
providing investor questionnaires (Rule
303), providing communication
channels with third parties and among
investors (Rule 303), notifying investors
of investment commitments (Rule 303),
confirming completed transactions
(Rule 303) and confirming or
reconfirming offering cancellations
(Rule 304).
The Commission staff estimates that
there will be 136 intermediaries engaged
in crowdfunding activity and therefore
subject to Rules 300–304. The
Commission staff estimates the
annualized industry burden will be
38,317 hours to comply with Rules 300–
304. The Commission staff further
estimates that the costs associated with
complying with Rules 300–304 will be
a total amount of $18,750,000.
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

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comments and suggestions submitted in
writing by May 10, 2022.
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: March 8, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–05200 Filed 3–10–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–22, OMB Control No.
3235–0006]

Proposed Collection; Comment
Request, Extension: Form 13F
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 (the
‘‘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.
Section 13(f) 1 of the Securities
Exchange Act of 1934 2 (the ‘‘Exchange
Act’’) empowers the Commission to: (1)
Adopt rules that create a reporting and
disclosure system to collect specific
information; and (2) disseminate such
information to the public. Rule 13f–1 3
1 15

U.S.C. 78m(f).
U.S.C. 78a et seq.
3 17 CFR 240.13f–1.
2 15

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14069

under the Exchange Act requires
institutional investment managers that
exercise investment discretion over
accounts that have in the aggregate a fair
market value of at least $100,000,000 of
certain U.S. exchange-traded equity
securities, as set forth in rule 13f–1(c),
to file quarterly reports with the
Commission on Form 13F.4
The information collection
requirements apply to institutional
investment managers that meet the $100
million reporting threshold. Section
13(f)(6)(A) of the Exchange Act defines
an ‘‘institutional investment manager’’
as any person, other than a natural
person, investing in or buying and
selling securities for its own account,
and any person exercising investment
discretion with respect to the account of
any other person. Rule 13f–1(b) under
the Exchange Act defines ‘‘investment
discretion’’ for purposes of Form 13F
reporting.
The reporting system required by
Section 13(f) of the Exchange Act is
intended, among other things, to create
in the Commission a central repository
of historical and current data about the
investment activities of institutional
investment managers, and to improve
the body of factual data available to
regulators and the public.
The currently approved burden
estimates include a total hour burden of
472,521.6 hours, with an internal cost
burden of $31,186,425.60, to comply
with Form 13F.5 Consistent with a
recent rulemaking proposal that made
adjustments to these estimates due
primarily to the Commission’s belief
that the currently approved estimates do
not appropriately reflect the information
collection costs associated with Form
13F,6 the table below reflects the revised
estimates.
4 17

CFR 249.325.
estimate is based on the last time the rule’s
information collection was submitted for PRA
renewal in 2018.
6 See Electronic Submission of Applications for
Orders under the Advisers Act and the Investment
Company Act, Confidential Treatment Requests for
Filings on Form 13F, and Form ADV–NR;
Amendments to Form 13F, Investment Company
Release No. (Nov. 4, 2021).
5 This

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