Schedule 14C 30 Day Federal Register Notice

Schedule14C.30Day.FederalRegisterNotice.pdf

Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)

Schedule 14C 30 Day Federal Register Notice

OMB: 3235-0057

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Federal Register / Vol. 87, No. 93 / Friday, May 13, 2022 / Notices

19(b)(3)(C) of the Act,4 the Commission:
(1) Temporarily suspended the
proposed rule change; and (2) instituted
proceedings under Section 19(b)(2)(B) of
the Act 5 to determine whether to
approve or disapprove the proposed
rule change.6 On May 2, 2022, the
Exchange withdrew the proposed rule
change (SR–PEARL–2022–11).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10259 Filed 5–12–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–357, OMB Control No.
3235–0404]

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

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Extension:
Form F–80

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 F–80 (17 CFR 239.41) is a
registration form used by large,
publicly-traded Canadian issuers to
register securities that will be offered in
a business combination, exchange offer
or other reorganization requiring the
vote of shareholders of the participating
companies. The information collected is
intended to make available material
information upon which shareholders
and investors can make informed voting
and investment decisions. The
information provided is mandatory and
all information is made available to the
public upon request. Form F–80 takes
approximately 2 hours per response and
is filed by approximately 4 issuers for a
total annual reporting burden of 8 hours
(2 hours per response × 4 responses).
The estimated burden of 2 hours per
4 15

U.S.C. 78s(b)(3)(C).
U.S.C. 78s(b)(2)(B).
6 See Securities Exchange Act Release No. 94721
(April 14, 2022), 87 FR 23573.
7 17 CFR 200.30–3(a)(12).
5 15

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response was based upon the amount of
time necessary to compile the
registration statement using the existing
Canadian prospectus plus any
additional information required by the
Commission.
An agency may 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:
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 by June 13, 2022 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: May 9, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10290 Filed 5–12–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–123, OMB Control No.
3235–0105]

BILLING CODE 8011–01–P

Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Form T–3

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–261, OMB Control No.
3235–0274]

Submission for OMB Review;
Comment Request

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 collections of information
discussed below.
Form T–3 (17 CFR 269.3) is an
application for qualification of an
indenture under the Trust Indenture Act
of 1939 (15 U.S.C. 77aaa et seq.). The
information provided under Form T–3
is used by the Commission to determine

Frm 00142

Dated: May 9, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10296 Filed 5–12–22; 8:45 am]

Submission for OMB Review;
Comment Request

PO 00000

whether to qualify an indenture relating
to an offering of debt securities that is
not required to be registered under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.). Form T–3 is filed on occasion. The
information required by Form T–3 is
mandatory. This information is publicly
available on EDGAR. Form T–3 takes
approximately 43 hours per response to
prepare and is filed by approximately 11
respondents. We estimate that 25% of
the 43 hours per response (11 hours) is
prepared by the filer for a total annual
reporting burden of 121 hours (11 hours
per response × 11 responses).
An agency may 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:
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 by June 13, 2022 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].

Fmt 4703

Sfmt 4703

Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 17Ad–11

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

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Federal Register / Vol. 87, No. 93 / Friday, May 13, 2022 / Notices
extension of the previously approved
collection of information provided for in
Rule 17Ad–11 (17 CFR 240.17Ad–11),
under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.).
Rule 17Ad–11 requires every
registered recordkeeping transfer agent
to report certain information to issuers
and its appropriate regulatory agency in
the event that the aggregate market
value of an ‘‘aged record difference’’
exceeds certain thresholds. A ‘‘record
difference’’ occurs when the number of
shares or principal dollar amount of
securities in an issuer’s records do not
equal those in the master securityholder
file as indicated, for instance, on
certificates presented to the transfer
agent for purchase, redemption or
transfer. An ‘‘aged record difference’’ is
a record difference that has existed for
more than 30 calendar days. In addition,
the rule requires every registered
recordkeeping transfer agent to report
certain information to issuers and its
appropriate regulatory agency
concerning buy-ins of all issues for
which it acts as recordkeeping transfer
agent. Further, the rule requires every
registered recordkeeping transfer agent
to report to its appropriate regulatory
agency when it has failed to post
certificate detail to the master
securityholder file within five business
days of the time required by Rule 17Ad–
10 (17 CFR 240.17Ad–10). Transfer
agents must also maintain a copy of any
report required under Rule 17Ad–11 for
a period of not less than three years
following the date of the report, the first
year in an easily accessible place.
Because the information required by
Rule 17Ad–11 is already available to
transfer agents, any collection burden
for small transfer agents is minimal.
Based on a review of the number of Rule
17Ad–11 reports the Commission, the
Comptroller of the Currency, the Board
of Governors of the Federal Reserve
System, and the Federal Deposit
Insurance Corporation (collectively, the
‘‘appropriate regulatory agencies’’)
received since 2015, the Commission
staff estimates that 8 respondents will
file a total of approximately 10 reports
annually. The Commission staff
estimates that, on average, each report
can be completed in 30 minutes.
Therefore, the total annual time burden
for the entire transfer agent industry is
approximately 5 hours (0.5 hours × 10
reports). Assuming an average hourly
rate of $72 for a compliance staff
employee at a transfer agent, the average
total internal compliance cost for each
report is $36. The total annual internal
cost of compliance for the estimated 8
respondents is thus approximately $360
($36 per report × 10 reports).

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The retention period for the
recordkeeping requirement under Rule
17Ad–11 is not less than three years
following the date of a report prepared
pursuant to the rule. The recordkeeping
requirement under Rule 17Ad–11 is
mandatory to assist the Commission and
other regulatory agencies in monitoring
transfer agents who are not performing
their functions promptly and accurately.
This rule does not involve the collection
of confidential information.
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 by
June 13, 2022 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: PRA_Mailbox@
sec.gov.
Dated: May 9, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10287 Filed 5–12–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–057, OMB Control No.
3235–0057]

Submission for OMB Review;
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:
Regulation 14C (Commission Rules 14c–1
through 14c–7 and Schedule 14C)

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.

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Section 14(c) of the Securities
Exchange Act of 1934 (the ‘‘Exchange
Act’’) operates to require issuers that do
not solicit proxies or consents from any
or all of the holders of record of a class
of securities registered under Section 12
of the Exchange Act and in accordance
with the rules and regulations
prescribed under Section 14(a) in
connection with a meeting of security
holders (including action by consent) to
distribute to any holders that were not
solicited an information statement
substantially equivalent to the
information that would be required to
be transmitted if a proxy or consent
solicitation were made. Regulation 14C
(Exchange Act Rules 14c–1 through
14c–7 and Schedule 14C) (17 CFR
240.14c–1 through 240.14c–7 and
240.14c–101) sets forth the requirements
for the dissemination, content and filing
of the information statement. We
estimate that Schedule 14C takes
approximately 132.058 hours per
response and will be filed by
approximately 569 issuers annually. In
addition, we estimate that 75% of the
132.058 hours per response (99.044
hours) is prepared by the issuer for an
annual reporting burden of 56,356 hours
(99.044 hours per response × 569
responses).
An agency may 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:
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 by June 13, 2022 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: May 9, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10301 Filed 5–12–22; 8:45 am]
BILLING CODE 8011–01–P

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