Regulation A (Form 1-A) 60 Day Federal Register Notice

Regulation A (Form 1-A) 60 Day Federal Register Notice..pdf

Regulation A (Form 1-A): Small Issuer exemption from registration under the Securities Act and its attendant form

Regulation A (Form 1-A) 60 Day Federal Register Notice

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Federal Register / Vol. 89, No. 124 / Thursday, June 27, 2024 / Notices
of Section 7(c) of the Securities Act of
1933 (15 U.S.C. 77g(c)) to provide
information regarding the use of
representations and warranties in the
asset-backed securities markets. Form
ABS–EE takes approximately 50.87152
hours per response to prepare and is
filed by 5,463 securitizers annually. We
estimate that 25% of the approximately
50.87152 hours per response (12.71788
hours) is prepared by the securitizers
internally for a total annual reporting
burden of 69,478 hours (12.71788 hours
per response × 5,463 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:
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 July 29, 2024 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: June 21, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–14076 Filed 6–26–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–270, OMB Control No.
3235–0292]

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Submission for OMB Review;
Comment Request; Extension: Form
F–6-Registration Statement
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.

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Form F–6 (17 CFR 239.36) is a form
used by foreign companies to register
the offer and sale of American
Depositary Receipts (ADRs) under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.). Form F–6 requires disclosure of
information regarding the terms of the
depository bank, fees charged, and a
description of the ADRs. No special
information regarding the foreign
company is required to be prepared or
disclosed, although the foreign company
must be one which periodically
furnishes information to the
Commission. The information is needed
to ensure that investors in ADRs have
full disclosure of information
concerning the deposit agreement and
the foreign company. Form F–6 takes
approximately 1.35 hours per response
to prepare and is filed by 366
respondents annually. We estimate that
25% of the 1.35 hours per response
(0.338 hours) is prepared by the filer for
a total annual reporting burden of 124
hours (0.338 hours per response × 366
responses). The information provided
on Form F–6 is mandatory to best
ensure full disclosure of ADRs being
issued in the U.S. All information
provided to the Commission is available
for public review upon request.
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:
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 July 29, 2024 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: June 21, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–14079 Filed 6–26–24; 8:45 am]
BILLING CODE 8011–01–P

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53673

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–110, OMB Control No.
3235–0286]

Proposed Collection; Comment
Request; Extension: Regulation A
(Form 1–A): Small Issuer Exemption
From Registration Under the Securities
Act and Its Attendant Form
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’’) 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.
Regulation A (17 CFR 230.251
through 230.263) provides an exemption
from registration under the Securities
Act of 1933 (15 U.S.C. 77a et seq.) for
certain limited offerings of securities by
issuers who do not otherwise file
reports with the Commission. Form 1–
A is an offering statement filed under
Regulation A. The paperwork burden
from Regulation A is imposed through
the forms that are subject to the
disclosure requirements in Regulation A
and is reflected in the analysis of the
form. To avoid a Paperwork Reduction
Act inventory reflecting duplicative
burdens, for administrative convenience
we estimate the burden imposed by
Regulation A to be a total of one hour.
We estimate that approximately 325
issuers file Forms 1–A. We estimate that
Form 1–A takes approximately 717.372
hours to prepare. We estimate that 75%
of the 717.372 hours per response
(538.029 hours) is prepared by the
company for a total annual burden of
174,859 hours (538.029 hours per
response × 325 responses).
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by 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

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Federal Register / Vol. 89, No. 124 / Thursday, June 27, 2024 / Notices

techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication by August 26, 2024.
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.
Please direct your written comment 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: June 21, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–14077 Filed 6–26–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–100400; File Nos. SR–DTC–
2024–003; SR–FICC–2024–006; SR–NSCC–
2024–003]

Self-Regulatory Organizations; The
Depository Trust Company; Fixed
Income Clearing Corporation; National
Securities Clearing Corporation; Order
Instituting Proceedings To Determine
Whether To Approve or Disapprove a
Proposed Rule Change To Amend the
Clearing Agency Risk Management
Framework
June 21, 2024.

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I. Introduction
On March 11, 2024, The Depository
Trust Company (‘‘DTC’’), Fixed Income
Clearing Corporation (‘‘FICC’’), and
National Securities Clearing Corporation
(‘‘NSCC,’’ each a ‘‘Clearing Agency,’’
and collectively, the ‘‘Clearing
Agencies’’), filed with the Securities and
Exchange Commission (‘‘Commission’’)
proposed rule changes SR–DTC–2024–
003, SR–FICC–2024–006, and SR–
NSCC–2024–003, respectively (each, a
‘‘Proposed Rule Change, and
collectively, the ‘‘Proposed Rule
Changes’’), pursuant to Section 19(b)(1)
of the Securities Exchange Act of 1934
(‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule
19b–4 thereunder.2 The Proposed Rule
Changes were published for comment in
the Federal Register on March 26,
1 15
2 17

U.S.C. 78s(b)(1).
CFR 240.19b–4.

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2024.3 The Commission has received
comments on the changes proposed.4
On May 14, 2024, pursuant to Section
19(b)(2) of the Exchange Act,5 the
Commission designated a longer period
within which to approve, disapprove, or
institute proceedings to determine
whether to approve or disapprove the
Proposed Rule Change.6 The
Commission is instituting proceedings,
pursuant to Section 19(b)(2)(B) of the
Exchange Act,7 to determine whether to
approve or disapprove the Proposed
Rule Change.
II. Summary of the Proposed Rule
Change
A. Background
The Clearing Agency Risk
Management Framework (‘‘Framework’’)
provides an outline for, among other
things, how each of the Clearing
Agencies comprehensively manages the
risks, including the legal, credit,
liquidity, operational, general business,
investment, custody, and other risks,
that arise in or are borne by it.
On December 13, 2023, the
Commission adopted rules under the
Act to amend the standards applicable
to covered clearing agencies providing
central counterparty services for
transactions in U.S. Treasury securities
to require policies and procedures be
reasonably designed to ensure that the
covered clearing agency has appropriate
means to facilitate access to clearance
and settlement services of all eligible
secondary market transactions in U.S.
Treasury securities, including those of
indirect participants.8 The adopted
rules also require that these policies and
procedures be reviewed annually by the
board of directors of such covered
clearing agencies for U.S. Treasury
securities.9 Currently, FICC is the only
Clearing Agency providing clearance
3 See Securities Exchange Act Release No. 99802
(Mar. 20, 2024), 89 FR 21118 (Mar. 26, 2024) (File
No. SR–DTC–2024–003) (‘‘DTC Notice of Filing’’);
Securities Exchange Act Release No. 99805 (Mar.
20, 2024), 89 FR 21068 (Mar. 26, 2024) (File No.
SR–FICC–2024–006) (‘‘FICC Notice of Filing’’);
Securities Exchange Act Release No. 99803 (Mar.
20, 2024), 89 FR 21091 (Mar. 26, 2024) (File No.
SR–NSCC–2024–003)(‘‘NSCC Notice of Filing’’)
(collectively, ‘‘Notices of Filing’’).
4 Specifically, the Commission received
comments on the FICC Notice of Filing, and the
comments are available at https://www.sec.gov/
comments/sr-ficc-2024-006/srficc2024006.htm.
5 15 U.S.C. 78s(b)(2).
6 See Notices of Filing, supra note 3.
7 15 U.S.C. 78s(b)(2)(B).
8 See Securities Exchange Act Release No. 99149
(Dec. 13, 2023), 89 FR 2714 (Jan. 16, 2024) (S7–23–
22) (Standards for Covered Clearing Agencies for
U.S. Treasury Securities and Application of the
Broker-Dealer Customer Protection Rule with
Respect to U.S. Treasury Securities).
9 17 CFR 240.17Ad–22(e)(18)(iv)(C).

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and settlement services to the U.S.
Treasury securities market.
B. Proposed Rule Changes
The Proposed Rule Changes would
amend the Framework to: (i) describe
generally Clearing Agency participant
and industry stakeholder outreach in
the development and evaluation of new
programs or risk management practices;
(ii) provide for the annual review of
FICC’s Government Securities Division
(‘‘GSD’’) access models by FICC’s Board
of Directors; and (iii) make other
conforming and clean up changes to the
text of the Framework. Other than those
described in (iii), these changes would
be set forth in a new section 3.4
‘‘Solicitation of Participant and
Stakeholder Views,’’ consisting of two
subsections described below.
First, new subsection 3.4.1 (General
Solicitation of Views) would codify an
existing practice, that is, that the
Clearing Agencies routinely solicit their
participants’ and other industry
stakeholders’ views when developing
and evaluating products, services, or
risk management practices so they may
best meet the industry’s needs.10 This
new subsection would describe several
ways that the Clearing Agencies may
seek the views of participants and
stakeholders, including, but not limited
to, targeted outreach to firms expected
to be impacted by a proposal, widely
distributed surveys, ad hoc forums, and
standing and temporary advisory
councils assembled to consider issues
relevant to a proposal. The subsection
would also identify the stakeholders
that may participate in such advisory
councils, including for example,
representatives from transfer agents,
liquidity providers, market
infrastructures, institutional and retail
investors, customers of the Clearing
Agencies’ participants, securities
issuers, and securities holders. The
Clearing Agencies state that the
proposed changes in sub-section 3.4.1
do not create any particular obligation
for the Clearing Agencies to conduct
such outreach in any circumstance.11
Second, the Clearing Agencies
proposed new sub-section 3.4.2
(Required Solicitation of Views—
Annual Review of GSD Access Models)
in connection with the recently adopted
requirement, noted above, that the
Board of Directors of all covered
clearing agencies serving the U.S.
Treasury securities market conduct an
annual review of their policies and
10 See DTC Notice of Filing, supra note 3, 89 FR
at 21119; FICC Notice of Filing, supra note 3, 89
FR at 21069; NSCC Notice of Filing, supra note 3,
89 FR at 21092.
11 Id.

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