Federal Register 60-Day Notice

Federal Register / Vol. 89, No. 217 / Friday, November 8, 2024 / Notices

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(‘‘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 12d2–1 (17 CFR 240.12d2–1),
under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.) (‘‘Act’’).
On February 12, 1935, the
Commission adopted Rule 12d2–1 1
(‘‘Suspension of Trading’’) which sets
forth the conditions and procedures
under which a security may be
suspended from trading under Section
12(d) of the Act.2 Rule 12d2–1 provides
the procedures by which a national
securities exchange may suspend from
trading a security that is listed and
registered on the exchange. Under Rule
12d2–1, an exchange is permitted to
suspend from trading a listed security in
accordance with its rules and must
promptly notify the Commission of any
such suspension, along with the
effective date and the reasons for the
suspension.
Any such suspension may be
continued until such time as the
Commission may determine that the
suspension is designed to evade the
provisions of Section 12(d) of the Act
and Rule 12d2–2 thereunder.3 During
the continuance of such suspension
under Rule 12d2–1, the exchange is
required to notify the Commission
promptly of any change in the reasons
for the suspension. Upon the restoration
to trading of any security suspended
under Rule 12d2–1, the exchange must
notify the Commission promptly of the
effective date of such restoration.
The trading suspension notices serve
a number of purposes. First, they inform
the Commission that an exchange has
suspended from trading a listed security
or reintroduced trading in a previously
suspended security. They also provide
the Commission with information
necessary for it to determine that the
suspension has been accomplished in
accordance with the rules of the
exchange, and to verify that the
exchange has not evaded the
requirements of Section 12(d) of the Act
and Rule 12d2–2 thereunder by
improperly employing a trading
suspension. Without Rule 12d2–1, the
Commission would be unable to fully
implement these statutory
responsibilities.
1 See Securities Exchange Act Release No. 98
(February 12, 1935).
2 See Securities Exchange Act Release No. 7011
(February 5, 1963), 28 FR 1506 (February 16, 1963).
3 Rule 12d2–2 prescribes the circumstances under
which a security may be delisted from an exchange
and withdrawn from registration under Section
12(b) of the Act and provides the procedures for
taking such action.

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There are 24 national securities
exchanges 4 that are subject to Rule
12d2–1. The burden of complying with
Rule 12d2–1 is not evenly distributed
among the exchanges, however, since
there are many more securities listed on
the New York Stock Exchange, Inc., the
NASDAQ Stock Exchange, and the
NYSE American LLC than on the other
exchanges.5 There are approximately
658 responses 6 under Rule 12d2–1 for
the purpose of suspension of trading
from the national securities exchanges
each year, and the resultant aggregate
annual reporting hour burden would be,
assuming on average one-half reporting
hour per response, 329 annual burden
hours for all exchanges. The related
internal compliance costs associated
with these burden hours are $79,618 per
year.
The collection of information
obligations imposed by Rule 12d2–1 is
mandatory. The response will be
available to the public and will not be
kept confidential.
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 by December 9, 2024 to (i)
www.reginfo.gov/public/do/PRAMain or
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov, and (ii) Austin Gerig,
Director/Chief Data Officer, Securities
and Exchange Commission, c/o Tanya
Ruttenberg, 100 F Street NE,
Washington, DC 20549, or by sending an
email to: [email protected].
4 The Exchanges are BOX Exchange LLC, Cboe
BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe
C2 Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe
EDGX Exchange, Inc., Cboe Exchange, Inc.,
Investors Exchange LLC, Long Term Stock
Exchange, Inc., MEMX, LLC, Miami International
Securities Exchange, MIAX Emerald, LLC, MIAX
PEARL, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC,
Nasdaq ISE, LLC, Nasdaq MRX, LLC, Nasdaq PHLX
LLC, The Nasdaq Stock Market, New York Stock
Exchange LLC, NYSE Arca, Inc., NYSE Chicago,
Inc., NYSE American LLC, NYSE National, Inc.
5 In fact, some exchanges do not file any trading
suspension reports in a given year.
6 The 658 figure was calculated by averaging the
numbers for compliance in 2021, 2022 and 2023,
which are 538, 622 and 814, respectively.

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88843

Dated: November 4, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–25925 Filed 11–7–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–330, OMB Control No.
3235–0372]

Proposed Collection; Comment
Request; Extension: Municipal
Securities Disclosure (Exchange Act
Rule 15c2–12)
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’’) is soliciting comments
on the existing collection of information
provided for in Rule 15c2–12—
Municipal Securities Disclosure (17 CFR
240.15c2–12) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.) (‘‘Exchange Act’’). The
Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
In connection with offerings of
municipal securities, paragraph (b) of
Rule 15c2–12 1 requires Participating
Underwriters: 2 (1) to obtain and review
an official statement ‘‘deemed final’’ by
an issuer of the securities, except for the
omission of specified information, prior
to making a bid, purchase, offer, or sale
of municipal securities; 3 (2) in noncompetitively bid offerings, to send,
upon request, a copy of the most recent
preliminary official statement (if one
exists) to potential customers; 4 (3) to
contract with the issuer to receive,
within a specified time, sufficient
copies of the final official statement to
comply with Rule 15c2–12’s delivery
requirement and the rules of the
Municipal Securities Rulemaking Board
(‘‘MSRB’’); 5 (4) to send, upon request, a
1 17

CFR 240.15c2–12(b).
term ‘‘Participating Underwriter’’ means
any broker, dealer, or municipal securities dealer
that acts as an underwriter in connection with an
‘‘Offering,’’ i.e., a primary offering of municipal
securities with an aggregate principal amount of
$1,000,000 or more. 17 CFR 240.15c2–12(a)
(defining ‘‘Participating Underwriter’’ and
‘‘Offering’’).
3 17 CFR 240.15c2–12(b)(1).
4 17 CFR 240.15c2–12(b)(2).
5 17 CFR 240.15c2–12(b)(3).
2 The

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88844

Federal Register / Vol. 89, No. 217 / Friday, November 8, 2024 / Notices

copy of the final official statement to
potential customers for a specified
period of time; 6 and (5) before
purchasing or selling municipal
securities in connection with an
offering, to reasonably determine that
the issuer or the obligated person has
undertaken, in a written agreement or
contract, for the benefit of holders of
such municipal securities, to provide
certain information on a continuing
basis to the MSRB in an electronic
format as prescribed by the MSRB.7 The
information to be provided consists of:
(1) certain annual financial and
operating information and audited
financial statements (‘‘annual filings’’); 8
(2) notices of the occurrence of any of
certain specific events (‘‘event
notices’’); 9 and (3) notices of the failure
of an issuer or obligated person to make
a submission required by a continuing
disclosure agreement (‘‘failure to file
notices’’).10 Annual filings, event
notices, and failure to file notices may
be collectively referred to as
‘‘continuing disclosure documents.’’
Rule 15c2–12 is intended to enhance
disclosure, and thereby reduce fraud, in
the municipal securities market by
establishing standards for obtaining,
reviewing, and disseminating
information about municipal securities
by their underwriters.11
Municipal offerings of less than $1
million are exempt from the rule,12 as
are offerings of municipal securities
issued in large denominations that are
sold to no more than 35 sophisticated
investors or have short-term
maturities.13
With respect to hour burdens, the
Commission estimates that
approximately 28,000 issuers, 205
broker-dealers, and the MSRB will
spend a total of 786,220 hours per year
complying with Rule 15c2–12 over the
next three years.14 Rule 15c2–12
6 17

CFR 240.15c2–12(b)(4).
CFR 240.15c2–12(b)(5)(i).
8 17 CFR 240.15c2–12(b)(5)(i)(A)–(B).
9 17 CFR 240.15c2–12(b)(5)(i)(C).
10 17 CFR 240.15c2–12(b)(5)(i)(D).
11 See generally Municipal Securities Disclosure,
Exchange Act Release No. 26985 (June 28, 1989), 54
FR 28799 (July 10, 1989); Municipal Securities
Disclosure, Exchange Act Release No. 34961
(November 10, 1994), 59 FR 59590 (November 17,
1994); Amendment to Municipal Securities
Disclosure, Exchange Act Release No. 59062
(December 5, 2008), 73 FR 76104 (December 15,
2008); Amendments to Municipal Securities
Disclosure, Exchange Act Release No. 62184A (May
26, 2010), 75 FR 33100 (June 10, 2010);
Amendments to Municipal Securities Disclosure,
Exchange Act Release No. 83885 (August 20, 2018),
83 FR 44700 (August 31, 2018).
12 17 CFR 240.15c2–12(a).
13 17 CFR 240.15c2–12(d)(1).
14 662,766 hours (estimated total annual burden
on issuers) + 101,454 hours (estimated total annual

indirectly imposes ongoing third-party
disclosure burdens on issuers that
determine to engage a broker-dealer to
act as a Participating Underwriter in an
offering of municipal securities. The
Commission estimates that the total
annual burden on issuers to comply
with Rule 15c2–12 is 662,766 hours.15
Based on public MSRB data, issuers
annually submitted an average of
approximately 65,082 annual filings to
the MSRB over the past three years. The
Commission estimates that an issuer
will require approximately seven hours
to prepare and submit each annual filing
to the MSRB. Therefore, the
Commission estimates that the total
annual burden on issuers to prepare and
submit 65,082 annual filings to the
MSRB is 455,574 hours.16 Based on
public MSRB data, issuers annually
submitted an average of approximately
49,958 event notices to the MSRB over
the past three years. The Commission
estimates that an issuer will require
approximately four hours to prepare and
submit each event notice to the MSRB.
Therefore, the Commission estimates
that the total annual burden on issuers
to prepare and submit 49,958 event
notices to the MSRB is 199,832 hours.17
Based on public MSRB data, issuers
annually submitted an average of
approximately 3,680 failure to file
notices to the MSRB over the past three
years. The Commission estimates that
an issuer will require approximately
two hours to prepare and submit failure
to file notices to the MSRB. Therefore,
the total annual burden on issuers to
prepare and submit 3,680 failure to file
notices to the MSRB is estimated to be
7,360 hours.18
Rule 15c2–12 imposes ongoing thirdparty disclosure burdens on brokerdealers that act as Participating
Underwriters in offerings of municipal
securities. The Commission estimates
that the total annual burden on brokerdealers to comply with Rule 15c2–12 is

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burden on broker-dealers) + 22,000 hours
(estimated total annual burden on the MSRB) =
786,220 hours.
15 65,082 (estimated average number of annual
filings submitted by issuers annually in each of the
next three years) × 7 (estimated average number of
hours needed to prepare and submit each) =
455,574 hours. 49,958 (estimated average number of
event notices submitted by issuers annually in each
of the next three years) × 4 (estimated average
number of hours needed to prepare and submit
each) = 199,832 hours. 3,680 (estimated average
number of failure to file notices submitted by
issuers annually in each of the next three years) ×
2 (estimated average number of hours needed to
prepare and submit each) = 7,360 hours. 455,574
hours + 199,832 hours + 7,360 hours = 662,766
hours.
16 See supra note 15.
17 See supra note 15.
18 See supra note 15.

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101,454 hours.19 Based on public MSRB
data, the Commission estimates that an
average of 10,968 offerings of municipal
securities occurred annually over the
past three years. Further, based on
estimates provided by the MSRB, the
Commission estimates that, over the
past three years, an average of 205
broker-dealers served as a Participating
Underwriter in municipal securities
offerings. Accordingly, the Commission
estimates that approximately 205
broker-dealers could serve as a
Participating Underwriter in 10,968
municipal securities offerings in each of
the next three years. The Commission
estimates that broker-dealers will incur
a 15 minute (0.25 hour) burden per
issuance of municipal securities to
reasonably determine that the issuer or
obligated person has undertaken, in a
written agreement or contract, for the
benefit of holders of municipal
securities, to provide continuing
disclosure documents to the MSRB,20
resulting in an annual burden on all
broker-dealers of approximately 2,742
hours.21 The Commission further
estimates that broker-dealers will incur
9 hours of burden per issuance of
municipal securities to determine
whether issuers or obligated persons
have failed to comply, in all material
respects, with any previous
undertakings in a written contract or
agreement specified in paragraph
(b)(5)(i) of Rule 15c2–12, resulting in an
annual burden on broker-dealers of
98,712 hours.22
Finally, Rule 15c2–12 imposes
ongoing recordkeeping burdens on the
MSRB. The Commission estimates that
the total annual burden on the MSRB to
comply with Rule 15c2–12 is 22,000
19 10,968 (estimated annual issuances) × 0.25
(hourly burden for broker-dealers to reasonably
determine that the issuer or obligated person has
undertaken, in a written agreement or contract, for
the benefit of holders of such municipal securities,
to provide continuing disclosure documents to the
MSRB) = 2,742 hours. 10,968 (estimated annual
issuances) × 9 (average burden estimate per
issuance for broker-dealers to determine whether
issuers or obligated persons have failed to comply,
in all material respects, with any previous
undertakings in a written contract or agreement
specified in paragraph (b)(5)(i) of the Rule) = 98,712
hours. 2,742 hours + 98,712 hours = 101,454 hours.
20 The Commission understands that most
continuing disclosure agreements are provided to
the broker-dealer by the issuer or obligated person
and that most of these agreements are standard form
agreements of limited length. Further, the
Commission believes that the determination
required to be made—that the issuer or obligated
person has undertaken to provide continuing
disclosure documents to the MSRB—is a narrow
one that does not require a substantial time
commitment from the broker-dealer. For these
reasons, the Commission believes the estimate of a
15 minute burden per issuance is appropriate.
21 See supra note 19.
22 See supra note 19.

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Federal Register / Vol. 89, No. 217 / Friday, November 8, 2024 / Notices

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hours. Based on estimates provided by
the MSRB, the Commission estimates
that, over the last three years, the MSRB
has incurred an annual burden of
approximately 22,000 hours to collect,
index, store, retrieve, and make
available the pertinent continuing
disclosure documents under Rule 15c2–
12. Accordingly, the Commission
estimates that the MSRB will incur an
annual burden of 22,000 hours to
collect, index, store, retrieve and make
available the pertinent documents under
Rule 15c2–12 each year over the next
three years.
With respect to cost burdens, the
Commission estimates that 18,200
issuers and the MSRB will spend a total
of $20,492,000 complying with Rule
15c2–12 over the next three years.23 The
Commission estimates that, over the
next three years, up to 65% of issuers
subject to continuing disclosure
agreements—approximately 18,200
issuers—may use the services of
designated agents to submit some or all
of their continuing disclosure
documents to the MSRB. The
Commission estimates that the average
annual cost for an issuer’s use of a
designated agent is $970 each year.
Therefore, the Commission estimates
that the average total annual cost that
may be incurred by issuers that use the
services of a designated agent will be
$17,654,000.24 In addition, the
Commission estimates that issuers will
retain outside counsel to assist with
filing approximately 1,000 event notices
in each of the next three years. The
Commission further believes that, for
those 1,000 complex event notices in
which issuers and obligated persons
seek assistance from outside counsel,
one-half of the burden of preparation of
the event notices will be carried by
issuers internally (four hours), and the
other half of the burden will be carried
by outside professionals retained by the
issuer (four hours). The Commission
further estimates that the average hourly
cost for an issuer’s use of outside
counsel is $400 per hour. Therefore, the
Commission estimates the average total
annual cost incurred by issuers to retain
outside counsel to assist in the
evaluation and preparation of certain
event notices will be $1,600,000.25
23 $19,254,000 (estimated total annual cost
burden for issuers) + $1,238,000 (estimated total
annual cost burden for the MSRB) = $20,492,000.
24 28,000 (number of issuers subject to continuing
disclosure agreements) × 0.65 (percentage of issuers
that may use designated agents) = 18,200 issuers
that may use designated agents. 18,200 × $970
(estimated average annual cost for issuer’s use of
designated agent under Rule 15c2–12) =
$17,654,000.
25 1,000 (estimated number of event notices
requiring outside counsel) × 4 (estimated number of

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Thus, the total estimated cost to issuers
to comply with the rule is
$19,254,000.26
Finally, based on recently obtained
data provided by the MSRB, the
Commission estimates that the MSRB
will incur total annual costs of
approximately $1,238,000 to operate the
continuing disclosure service for the
MSRB’s Electronic Municipal Market
Access (‘‘EMMA’’) system, including
hardware, software, and external thirdparty costs such as cloud service
provider costs.
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 by
January 7, 2025.
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: Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street NE, Washington, DC 20549, or
send an email to: PRA_Mailbox@
sec.gov.
Dated: November 4, 2024.
Vanessa A. Countryman,
Secretary.

88845

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101509; File No. SR–
CBOE–2024–049]

Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend Its Fee
Schedule
November 4, 2024.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
22, 2024, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to amend
its Fee Schedule. The text of the
proposed rule change is provided in
Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (http://www.cboe.com/
AboutCBOE/
CBOELegalRegulatoryHome.aspx), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change

[FR Doc. 2024–25923 Filed 11–7–24; 8:45 am]
BILLING CODE 8011–01–P

hours for outside attorney to assist in the
preparation of such event notice) x $400 (hourly
wage for an outside attorney) = $1,600,000. The
Commission recognizes that the costs of retaining
outside professionals may vary depending on the
nature of the professional services, but for purposes
of this PRA analysis we estimate that costs of
outside counsel would be an average of $400 per
hour.
26 $17,654,000 (estimated annual cost for issuer’s
use of designated agent to submit filings) +
$1,600,000 (estimated annual cost for issuers to
employ outside counsel in the examination,
preparation, and filing of certain event notices) =
$19,254,000.

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In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
1 15
2 17

U.S.C. 78s(b)(1).
CFR 240.19b–4.

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