Microsoft Word - 3235-0202 Supporting Statement (2026 Extension)

Status: Original and derived artifacts are available for this document.

Download: pdf

SUPPORTING STATEMENT
for the Paperwork Reduction Act Information Collection Submission for
Rule 15c2-11 of the Securities Exchange Act of 1934
OMB Control No. 3235-0202
A. JUSTIFICATION
1. Necessity of Information Collection
On September 13, 1971, effective December 13, 1971,1 1 the Securities and Exchange
Commission (“Commission”) adopted Rule 15c2-11 (17 CFR 240.15c2-11) (“Rule”) under the
Securities Exchange Act of 1934,2 which governs the publication of quotations for securities in a
quotation medium other than a national securities exchange (i.e., over-the-counter securities,
“OTC securities”). The Rule is intended to prevent broker-dealers from publishing or submitting
quotations for OTC securities that may facilitate a fraudulent or manipulative scheme. Subject to
certain exceptions, the Rule prohibits broker-dealers from publishing any quotation for a security
or, directly or indirectly, submitting any quotation for publication, in a quotation medium unless
they have reviewed specified information concerning the issuer. The Rule was substantively
amended in 19913 and again in 20204.
The information collections in the Rule are described in more detail below.5
Information Collection
IC1: Recordkeeping associated with the initial publication or
submission of a quotation in a quotation medium
IC2: Recordkeeping when relying on an exception under
paragraph (f), that paragraph (b) information is current and
publicly available
IC3: Recordkeeping obligations under unsolicited quotation
exception under paragraph (f)(2)
IC4: Recordkeeping obligations regarding frequency of a
priced bid or offer quotation under paragraph (f)(3)(i)(A)
IC6: Recordkeeping obligations regarding determining shell
status under the proviso in paragraph (f)(3)(i)(B)

Provision Containing
Recordkeeping Requirement
Rule 15c2-11(d)(1)
Rule 15c2-11(d)(2)
Rule 15c2-11(d)(2)
Rule 15c2-11(d)(2)
Rule 15c2-11(d)(2)

1

See Initiation or Resumption of Quotations by a Broker or Dealer Who Lacks Certain Information, Exchange Act
Rel. No. 34-9310 (Sept. 13, 1971), 36 FR 18641 (Sept. 18, 1971).
2

15 U.S.C. 78a et seq.

3

Initiation or Resumption of Quotations Without Specified Information, Exchange Act Rel. No. 34-29094 (Apr. 17,
1991), 56 FR 19148, 19149 (Apr. 25, 1991).

4

Publication or Submission of Quotations Without Specified Information, Exchange Act Release No. 34-89891
(Sept. 16, 2020), 85 FR 68124 (Oct. 27, 2020) (“2020 Adopting Release”).
5

See infra Section 12.

Information Collection
IC5: Recordkeeping obligations regarding trading
suspensions under the provision in paragraph (f)(3)(i)(B)
IC8: Recordkeeping obligations for the exceptions under
paragraph (f)(5) – Asset Test
IC7: Recordkeeping obligations for the exceptions under
paragraph (f)(5) – ADTV Test
IC9: Recordkeeping obligations of broker-dealers relying on
a qualified IDQS complying with information review
requirement pursuant to paragraph (a)(1)(ii)
IC11: Recordkeeping obligations related to the creation of
reasonable written policies and procedures under paragraph
(a)(3)
IC10: Recordkeeping obligations of broker-dealers relying
on publicly available determinations by qualified IDQSs or
registered national securities associations pursuant to
paragraph (d)(2)(ii)

Provision Containing
Recordkeeping Requirement
Rule 15c2-11(d)(2)
Rule 15c2-11(d)(2)
Rule 15c2-11(d)(2)
Rule 15c2-11(a)(1)(ii)
Rule 15c2-11(a)(3)
Rule 15c2-11(d)(2)(ii)

2. Purpose and Use of Information Collection
The information collections under the Rule are intended to prevent broker-dealers from
publishing or submitting quotations for OTC securities that may facilitate a fraudulent or
manipulative scheme, and to help ensure compliance with the Rule’s exceptions.
3. Consideration Given to Information Technology
The Rule is designed to, among other things, better protect retail investors from incidents of
fraud and manipulation in OTC securities by modernizing the Rule to be more efficient and
effective. The information collections required under the Rule incorporate advances in
information technology and the internet that have occurred since the Rule was last substantively
amended in 1991.6
The Rule provides respondents with flexibility on when and how records should be kept7 and
does not limit respondents to using forms of electronic storage that may become obsolete as new
technology is developed. Accordingly, respondents have the ability to utilize information
technology to meet the requirements of the Rule and are permitted to utilize new future
developments in technology in ways that may reduce burdens in operationalizing the Rule.
Additionally, the Commission leverages information technology to avoid redundant or
unnecessary reporting and recordkeeping obligations in the Rule. For example, obligations in
paragraphs (d)(1) and (d)(2) of the Rule provide that information specified in 15c2-11(b)
6

See, e.g., 2020 Adopting Release at 68125.

7

See 2020 Adopting Release at 68178.

(“paragraph (b) information”) is not required to be preserved if it is available on the
Commission's Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).8
4. Duplication
The information collection requirements under the Rule are not duplicated elsewhere.
5. Effect on Small Entities
The Commission believes that the Rule affects the 196 broker-dealers that publish or submit
quotations on OTC Markets Group’s systems, one qualified IDQS (“Q-IDQS”), and one national
securities association. A broker-dealer is a small entity if it has total capital (net worth plus
subordinated liabilities) of less than $500,000 on the date in the prior fiscal year as of which its
audited financial statements were prepared pursuant to §240.17a-5(d), and it is not affiliated with
any person (other than a natural person) that is not a small business or small organization.
Based on a review of data involving the 86 broker-dealers that publish quotations for OTC
securities, the Commission does not believe that any of the 196 broker-dealers affected by the
Rule are small entities under the above definition because they either exceed $500,000 in total
capital or are affiliated with a person that is not a small entity as defined in Rule 0-10.9 It is
possible that in the future a small entity may become affected by the Rule. Based on experience
with broker-dealers that participate in this market, however, the Commission believes that this
scenario will be unlikely because firms that enter the market are likely to exceed $500,000 in
total capital or be affiliated with a person that is not a small entity. Additionally, neither the one
Q-IDQS nor the one national securities association is a small entity. Accordingly, zero small
entities are affected by the Rule.
6. Consequences of Not Conducting Collection
Without the information collection associated with the initial publication or submission of
quotations it would be extremely difficult, if not impossible, for the Commission to determine
that the information review requirements in paragraphs (a)–(c) of the Rule have been met during
an examination. Further, because the frequency of responses is dependent on the publication or
submission of a quotation, it is not possible to decrease the frequency of the information
collection while still subjecting respondents to the requirement.
Similarly, without the information collections associated with broker-dealers relying on an
exception to the Rule, it would be extremely difficult, if not impossible, for the Commission to
determine whether broker-dealers meet the requirements of the exceptions during an
examination.10 As mentioned above, the Rule provides broker-dealers with flexibility in how

8

See 17 CFR 240.15c2-11(d)(1), (2).

9

See 2020 Adopting Release at 68203.

10

As the Commission noted in the release that proposed the 2020 Amendments, there have been instances during
examinations where broker-dealers have not had records regarding the basis of their reliance on an exception to the

they can create records to document reliance on an exception; and many of these records may not
need to be created every time a broker-dealer publishes or submits a quotation relying on an
exception.11 Such flexibility limits the burden of the information collection.
7. Inconsistencies with Guidelines in 5 CFR 1320.5(d)(2)
There are no special circumstances. This collection is consistent with the guidelines in 5 CFR
1320.5(d)(2).
8. Consultations Outside the Agency
The required Federal Register notice with a 60-day comment period soliciting comments on
this collection of information was published. One comment was received. The comment
requested additional information and was not related to the collection requirement itself or to the
estimated burdens.
9. Payment or Gift
No payment or gift is provided to respondents.
10. Confidentiality
No assurance of confidentiality is provided.
11. Sensitive Questions
The Information Collection does not collect information about individuals, but rather only
business contact information; therefore, a PIA, SORN, and PAS are not required.
12. Information Collection Burden
The estimated hour burdens associated with the information collections in the Rule are set
forth in the chart below. A more detailed description of the information collection burdens is
immediately below the chart.
Summary Table—Estimated Burdens
A
B
Number of
Annual
Type of
Information Collections
Entities
Responses
Burden
Impacted
per Entity

E
Total Annual
Industry Burden
(Hours/Year)

existing Rule. See Publication or Submission of Quotations Without Specified Information, Exchange Act Rel. No.
34-87115 (Sept. 25, 2019), 84 FR 58206, 58233 (Oct. 30, 2019).
11

See 2020 Adopting Release at 68178-68179.

IC1: 17 CFR 240.15c2-11(a)(1)(i),
(d)(1)(i)(A), (a)(2) and (d)(1)(i)(B)
(broker or dealer and QIDQS
information gathering and review
requirements; corresponding record
preservation requirements)
IC2: 17 CFR 240.15c211(f)(2)(ii)(B), (f)(3)(i)(C), (d)(2)(i),
(d)(2)(ii) (determining currentness of
publicly available paragraph (b)
information; corresponding record
preservation requirements)
IC3: 17 CFR 240.15c2-11(f)(2),
(d)(2)(ii) (determining availability of
the unsolicited quotation exception
and corresponding record
preservation requirements)
IC4: 17 CFR 240.15c211(f)(3)(i)(A), (d)(2)(i), (d)(2)(ii)
(determining the frequency of a
priced bid or offer quotation and
corresponding record preservation
requirements)
IC5: 17 CFR 240.15c211(f)(3)(i)(B)(1), (d)(2)(i), (d)(2)(ii)
(determining trading suspension
status for availability of the
piggyback exceptions and
corresponding record preservation
requirements)
IC6: 17 CFR 240.15c211(f)(3)(i)(B)(2), (d)(2)(i), (d)(2)(ii)
(determining shell company status
for availability of the piggyback
exceptions and corresponding record
preservation requirements)
IC7: 17 CFR 240.15c2-11(f)(5)(i),
(d)(2)(i), (d)(2)(ii) (determining
availability of the ADTV and asset
test exception and corresponding
record preservation requirements) –
ADTV Test
IC8: 17 CFR 240.15c2-11(f)(5)(ii),
(d)(2)(i), (d)(2)(ii) (determining
availability of the ADTV and asset
test exception and corresponding
record preservation requirements) –
Asset Test
IC9: 17 CFR 240.15c2-11(d)(1)(ii)
(record preservation requirements for

Recordkeeping

13

20.46

1,558

Recordkeeping

198

1

67,310

Recordkeeping

196

1

1,007,683

Recordkeeping

198

1

327,124

Recordkeeping

198

1

40

Recordkeeping

198

1

35,555

Recordkeeping

198

1

6,542

Recordkeeping

198

1

1,558

Recordkeeping

77

1

144

brokers and dealers relying on
publicly available determinations
described in paragraph (a)(2)(iv))
IC10: 17 CFR 240.15c2-11(d)(2)(ii)
(record preservation requirements for
brokers and dealers relying on
publicly available determinations
described in paragraph (a)(3))
IC11: 17 CFR 240.15c2-11(a)(3)
(QIDQS or RNSA written policies
and procedures for making publicly
available determinations)

Recordkeeping

196

1

323,819

Recordkeeping

1

1

10

Total for All Information Collections

1,771,343

a. IC1: 17 CFR 240.15c2-11(a)(1)(i), (d)(1)(i)(A), (a)(2) and (d)(1)(i)(B) (broker or
dealer and QIDQS information gathering and review requirements; corresponding
record preservation requirements)
Absent an exception, paragraph (a) of the Rule requires broker-dealers to comply with an
information review requirement before the initial publication or submission of a quotation for an
OTC security. The Commission believes that the information collections associated with the
information review requirement involve conducting a review of and maintaining the required
information.
A broker-dealer that initiates or resumes a quotation in an OTC equity security is subject to
FINRA Rule 6432, which requires the broker-dealer to demonstrate compliance with, among
other things, Rule 15c2-11 by filing a Form 211. Given the alignment of this FINRA requirement
and the Rule, the Commission believes that the number of Forms 211 filed with FINRA in 2024
provides a reasonable baseline from which to estimate the burdens associated with the
information review requirement under the Rule. The Commission understands that brokerdealers submitted 266 Forms 211 to initiate the publication or submission of quotations of OTC
securities in 2024: 76 of these Forms 211 concerned securities of prospectus issuers, Regulation
A (“Reg. A”) issuers, and reporting issuers; 163 concerned securities of “exempt foreign private
issuers;” and 27 concerned securities of “catch-all issuers.”12
Consistent with prior estimates, the Commission estimates that it takes about three hours to
review, record, and retain the information pertaining to prospectus issuers, Reg. A issuers, and
reporting issuers, and seven hours to review, record, and retain the information pertaining to

12

These data are based on information provided by FINRA.

exempt foreign private issuers and catch-all issuers, across 13 respondents.13 Using a blended
average number of annual burden hours per respondent per response of 5.86, the Commission
estimates an ongoing burden of 119.85 hours per respondent per year, and an industrywide
ongoing annual burden of 1,558 hours.14
b. IC2: 17 CFR 240.15c2-11(f)(2)(ii)(B), (f)(3)(i)(C), (d)(2)(i), (d)(2)(ii) (determining
currentness of publicly available paragraph (b) information; corresponding record
preservation requirements)
Paragraph (d)(2) of the Rule requires that certain broker-dealers, QIDQSs, or RNSA preserve
documents and information that demonstrate that the requirements for an exception under
paragraph (f) of the Rule are met. The Commission believes that the requirements in these
exceptions, to have current and publicly available paragraph (b) information that is timely filed,
or filed within 180 calendar days from a specified period, create ongoing recordkeeping burdens
for respondents under paragraph (d)(2).
The Commission estimates that there are 19,341 unique issuers of quoted OTC securities for
which broker-dealers would be required to maintain records to establish that paragraph (b)
information is current and publicly available, timely filed, or filed within 180 calendar days from
the specified period, as applicable. The Commission estimates that respondents would gather,
review, and preserve such documentation no more frequently than once for information specified
in paragraph (b)(1) or paragraph (b)(2), quarterly for information specified in paragraph (b)(3),
and no more frequently than annually for information specified in paragraph (b)(4) and
paragraph (b)(5)(i). Of those 19,341 issuers, respondents would gather, review, and preserve
documentation specified in paragraph (b)(1) for 5,091 issuers, in paragraph (b)(2) for 304
issuers, in paragraph (b)(3) for 352 issuers, in paragraph (b)(4) for 9,693 issuers; and in
paragraph (b)(5)(i) for 3,901 issuers.

13

The burden for all information reviews regardless of issuer type are added together in this discussion and
combined into a single line item in the “Summary of Hourly Burdens” chart above to continue with conventions
used in prior supporting statements. That “Summary of Hourly Burdens” chart, therefore, uses a blended average
number of annual burden hours per respondent per response.
Based on information provided by FINRA in 2024, 12 non-QIDQS brokers and dealers submitted a Form 211 and
one QIDQS submitted a Form 211.
12 broker-dealers + 1 QIDQS = 13 respondents.

14

See “Summary of Hour Burdens” chart above:
•

5.86 hours (blended average number of ongoing burden hours per respondent per response rounded up to
nearest hundredth) x 20.46 (annual responses per respondent) = approximately 119.85 hours (total annual
burden per respondent).

•

119.85 hours (total annual burden per respondent) x 13 respondents = 1,558 hours (total annual industry
burden; rounded to the nearest whole number).

Consistent with prior estimates,15 the Commission estimates that it would take one minute to
create such documentation regarding the determination that the paragraph (b) information is
current and publicly available, timely filed, or filed within 180 calendar days from the specified
period. The Commission estimates that for the 198 respondents who would determine the
currentness of publicly available paragraph (b) information for purposes of Rule 15c2-11(f)’s
exceptions,16 as well as comply with Rule 15c2-11’s corresponding record preservation
requirements,17 the annual PRA burden per respondent would be approximately 340 hours,18 or
total annual industry burden of approximately 67,310 hours.19
c. IC3: 17 CFR 240.15c2-11(f)(2), (d)(2)(ii) (determining availability of the unsolicited
quotation exception and corresponding record preservation requirements)
The conditional exception in paragraph (f)(2) applies to brokers’ or dealers’ quotations that
represent a customer’s unsolicited order for an equity security. This exception is unavailable for
unsolicited orders submitted on behalf of an insider or affiliate of the issuer of an equity security,
unless the applicable paragraph (b) information were current and publicly available.20 To submit
an unsolicited quotation for an equity security in reliance on this exception, brokers and dealers
m rely upon a written representation from the customer’s broker that such customer is not a
company insider or affiliate of the issuer if certain conditions are met.21
According to data from OTC Markets Group Inc., there were 11,073,440 quotations
published in reliance on the unsolicited quotation exception in 2024. According to data from
Global OTC, there were 49,387,514 unsolicited quotations published in 2024. The Commission
therefore estimates that, annually, 60,460,954 quotations would be submitted in reliance on the
unsolicited quotation exception and would require brokers and dealers to gather, review, and
preserve22 documentation demonstrating that the quotation does not represent an insider’s or
affiliate’s unsolicited order.

15

See 2020 Adopting Release at 68178-79.

16

196 brokers or dealers + one QIDQS + one RNSA = 198 respondents.

17

See 17 CFR 240.15c2-11(d)(2)(i), (d)(2)(ii) (describing the relevant recordkeeping requirements).

18

((5,091 issuers for which information is specified in paragraph (b)(1) × 1 minute × 1 response per year) +
(304 issuers for which information is specified in paragraph (b)(2) × 1 minute × 1 response per year) + (352
issuers for which information is specified in paragraph (b)(3) × 1 minute × 4 responses per year) + (9,693
issuers for which information is specified in paragraph (b)(4) × 1 minute × 1 responses per year) + 3,901
issuers for which information is specified in paragraph (b)(5)(i) × 1 minute × 1 response per year)) / 60
minutes per hour = 339.95 hours.

19

339.95 hours × (196 brokers and dealers + one QIDQS + one RNSA) = 67,310.10 hours.

20

See 17 CFR 240.15c2-11(f)(2)(ii)(B).

21

See 17 CFR 240.15c2-11(f)(2)(iii)(A).

22

See 17 CFR 240.15c2-11(d)(2)(ii) (describing the relevant recordkeeping requirements).

Additionally, the Commission estimates that brokers and dealers would spend approximately
one minute in gathering, reviewing, and preserving such documents and information.23 The
Commission estimates that, annually, 196 brokers and dealers, would spend an industry total of
approximately 1,007,683 hours in determining whether the unsolicited quotation exception is
available and in complying with its corresponding record preservation requirement,24 or
approximately 5,141 hours per broker or dealer.25
d. IC4: 17 CFR 240.15c2-11(f)(3)(i)(A), (d)(2)(i), (d)(2)(ii) (determining the frequency
of a priced bid or offer quotation and corresponding record preservation
requirements)
Paragraph (f)(3)(i)(A) of Rule 15c2-11 requires that, in order for a broker or dealer to rely on
the rule’s piggyback exception, there be no more than four business days in succession without a
bid or offer priced quotation. To comply with this requirement, brokers and dealers relying on
the piggyback exception, and each QIDQS or RNSA that makes publicly available
determinations regarding the availability of the piggyback exception, must preserve documents
and information regarding this frequency of priced bid or offer quotation requirement. Consistent
with prior estimates, the Commission estimates that respondents would make determinations
regarding the frequency of quotation requirement once per trading day and take approximately
one second to create a record regarding the frequency of a priced bid or offer quotation, pursuant
to paragraph (f)(3)(i) of the rule.26 The Commission estimates that 198 respondents27 would each
have an annual burden of approximately 1,652 hours per year,28 for an industrywide annual
burden of approximately 327,124 hours per year.29
e. IC5: 17 CFR 240.15c2-11(f)(3)(i)(B)(1), (d)(2)(i), (d)(2)(ii) (determining trading
suspension status for availability of the piggyback exceptions and corresponding
record preservation requirements)
Paragraph (f)(3)(i)(B)(1) of Rule 15c2-11 limits the ability of a broker, dealer, QIDQS, or
RNSA to rely on the piggyback exception with respect to a security that is the subject of a
trading suspension order issued by the Commission pursuant to section 12(k) of the Exchange
Act until 60 calendar days after the expiration of such order. The Commission estimates that
respondents would create records only for securities that have been the subject of a trading
suspension issued by the Commission pursuant to section 12(k). In 2025, the Commission issued
23

This estimate is consistent with the Commission's previous burden estimate of one minute to gather,
review, and preserve the required documents and records. See 2023 PRA Extension. See also 2020 Release,
85 FR 68179.

24

(60,460,954 quotations × 1 minute) / 60 minutes = 1,007,682.57 hours.

25

1,007,682.57 hours / 196 brokers and dealers = 5,141.24 hours per broker or dealer.

26

See 2023 PRA Extension. See also 2020 Release, 85 FR 68180.

27

196 brokers and dealers + 1 QIDQS + 1 RNSA= 198 respondents.

28

1/3600 (one second) × 252 (trading days per year) × 23,602 (total quoted OTC securities as of Dec. 11,
2025) = 1,652.14 hours per respondent.

29

198 respondents × 1,652.14 hours = 327,123.72 hours.

trading suspensions for twelve securities. Consistent with prior estimates, the Commission
estimates that it would take respondents one minute to create a record regarding whether a
security has been subject to a trading suspension.30 Therefore, the Commission estimates that
198 respondents31 would spend a total of approximately 40 hours32 per year complying with this
recordkeeping requirement, resulting in an annual burden of approximately .2 hours per
respondent.33
f. IC6: 17 CFR 240.15c2-11(f)(3)(i)(B)(2), (d)(2)(i), (d)(2)(ii) (determining shell
company status for availability of the piggyback exceptions and corresponding
record preservation requirements)
Paragraph (f)(3)(i)(B)(2) of Rule 15c2-11 eliminates eligibility for the piggyback exception
for quotations for securities of shell companies that are published or submitted 18 months
following the publication or submission of the initial priced quotation for such issuer’s security
in an IDQS. Consistent with prior estimates, the Commission estimates that how often
respondents would determine whether the issuer of an equity security is a shell company, as
required by paragraph (f)(3)(i)(B)(2) of the piggyback exception, depends on how frequently the
applicable paragraph (b) information is filed (in the EDGAR system) or made current and
publicly available. The Commission estimates that each respondent would spend, on average,
one minute per issuer in making a shell company determination and preserving applicable
documentation.34 Accordingly, the Commission estimates that each respondent would spend
approximately 180 hours, annually, in determining whether an equity security’s issuer is a shell
company,35 or approximately 35,555 hours across all respondents.36
g. IC7: 17 CFR 240.15c2-11(f)(5)(i), (d)(2)(i), (d)(2)(ii) (determining availability of the
ADTV and asset test exception and corresponding record preservation
requirements) – ADTV Test
Paragraph (f)(5) of Rule 15c2-11 provides and exception for securities with (i) a worldwide
average daily trading volume value of at least $100,000 reported during the 60 calendar days
immediately before the publication of the quotation of such security (“ADTV Test”) and (ii) the
issuer of such security has at least $50 million in total assets and $10 million in shareholders’
equity as reflected in the issuer’s publicly available audited balance sheet issued within six
months after the end of its most recent fiscal year (“Asset Test”). The Commission estimates that
30

See 2023 PRA Extension. See also 2020 Release, 85 FR 68181.

31

196 broker and dealers + 1 QIDQS + 1 RNSA = 198 respondents.

32

198 respondents × (1/60 hour) × 12 securities = 39.6 hours.

33

39.6 hours / 198 respondents = .2 hours.

34

This estimate is consistent with the Commission's previous burden estimate of one minute per
determination. See 2023 PRA Extension. See also 2020 Release, 85 FR 68180.

35

((2,503 issuers for which information is specified in paragraph (b)(1), paragraph (b)(2), paragraph (b)(3), or
paragraph (b)(4) × 1 minute × 4 responses per year) + (654 issuers for which information is specified in
paragraph (b)(5)(i) × 1 minute × 1 responses per year)) / 60 minutes = 179.57 hours.

36

179.57 hours × (196 brokers and dealers + one QIDQS + one RNSA) = 35,554.86 hours.

there are approximately 472 securities that meet the paragraph (f)(5) ADTV and Asset tests.37
The Commission estimates that, through an automated process needing minimal direct human
intervention, it would take approximately one second for a respondent to gather, review, and
preserve documents and information that demonstrate that the requirements of the ADTV Test
have been met,38 and that each respondent would do this 252 times a year (i.e., each trading
day).39 Accordingly, each respondent would spend approximately 33 hours40 in determining
whether the ADTV Test is met, or approximately 6,542 hours across all respondents.41
h. IC8: 17 CFR 240.15c2-11(f)(5)(ii), (d)(2)(i), (d)(2)(ii) (determining availability of the
ADTV and asset test exception and corresponding record preservation
requirements) – Asset Test
As stated above, the Commission estimates that there are approximately 472 securities that
meet the paragraph (f)(5) ADTV and Asset Tests.42 Consistent with prior estimates, the
Commission estimates it would take one minute to create documentation supporting respondents’
reliance on the Asset Test prong of the exception and that a respondent would do this once
annually per issuer.43 Accordingly, each respondent would spend approximately 8 hours44 on this
information collection annually, for an annual industrywide burden of approximately 1,558
hours per year.45
i. IC9: 17 CFR 240.15c2-11(d)(1)(ii) (record preservation requirements for brokers
and dealers relying on publicly available determinations described in paragraph
(a)(2)(iv))

37

The Commission estimates that approximately 472 (2%) of quoted OTC securities would be eligible for the
ADTV and assets exception. 23,602 total quoted OTC securities as of Dec. 11, 2025 × 2% = 472 securities
eligible for the ADTV value and asset test exception. See 2023 PRA Extension. See also 2020 Release, 85
FR 68181, 68190 n.684.

38

This estimate differs from the Commission's previous burden estimate of one minute per record. See 2023
PRA Extension. See also 2020 Release, 85 FR 68181. This decrease in estimated burden per response is
explained by the increased automation and accessibility of global trade volume data for OTC securities.

39

The Commission estimates that respondents would likely make such determination as often as each trading
day on which a quotation for an equity security could be published (or 252 times per year) because the test
would require that the ADTV value be calculated for a specified period immediately preceding the
publication of a quotation of the equity security. See 17 CFR 240.15c2-11(f)(5)(i).

40

(252 trading days per year × 472 equity securities × 1 second) / 3,600 seconds = 33.04 hours.

41

33.04 hours × (196 brokers and dealers + one QIDQS + one RNSA) = 6,541.92 hours.

42

See 2020 Release, 85 FR 68181, 68190 n.684. The Commission estimates that approximately 472 (two
percent) of quoted OTC securities would be eligible for the ADTV and assets exception. 23,602 total
quoted OTC securities as of Dec. 11, 2025 × 2 percent = 472 securities eligible for the ADTV value and
asset test exception (rounded to the nearest whole number).

43

See 2023 PRA Extension. See also 2020 Release, 85 FR 68181.

44

472 securities × 1 minute / 60 minutes = 7.87 hours.

45

7.87 hours × 198 respondents = 1,558.26 hours.

Under Rule 15c2-11, any broker or dealer that initiates (or resumes) a quoted market in an
equity security in reliance on a QIDQS’s publicly available determination regarding its
satisfaction of Rule 15c2-11’s information gathering and review requirements pursuant to
paragraph (a)(1)(ii) is required under paragraph (d)(1)(ii) to preserve records of the name of the
QIDQS that made the publicly available determination. Because the information required to
satisfy this requirement must be publicly available, the Commission estimates that each broker or
dealer publishing an initial quotation in reliance on a QIDQS’s publicly available determination
made pursuant to paragraph (a)(2)(iv) would incur a PRA burden by spending approximately one
minute in creating each record46 (or 1.87 hours annually per broker and dealer).47 The
Commission estimates that the aggregate annual PRA burden related to this information
collection would be approximately 144 hours across 77 brokers and dealers.48
j. IC10: 17 CFR 240.15c2-11(d)(2)(ii) (record preservation requirements for brokers
and dealers relying on publicly available determinations described in paragraph
(a)(3))
Under Rule 15c2-11, any broker or dealer that relies on a QIDQS’s or an RNSA’s publicly
available determination described in paragraph (f)(2)(iii)(B), paragraph (f)(3)(ii)(A), or
paragraph (f)(7) to quote an equity security is required to preserve the name of the QIDQS or
RNSA that made the determination. Any broker or dealer that relies on a publicly available
determination pursuant to paragraph (f)(7) to quote an equity security ios required to preserve a
record of the exception provided in paragraph (f)(1), paragraph (f)(3)(i), or paragraph (f)(5) for
which the publicly available determination was made. The Commission estimates that brokers
and dealers would compile, through an automated process needing minimal direct human
intervention, if any, records required by paragraph (d)(2)(ii) each trading day, spending
approximately one second per record. This estimate is consistent with the Commission's previous
burden estimate of one second per record.49 The 196 brokers and dealer respondents therefore
would have an estimated aggregate annual information collection burden of approximately
323,819 hours,50 or approximately 1,652 hours per respondent.51
k. IC11: 17 CFR 240.15c2-11(a)(3) (QIDQS or RNSA written policies and procedures
for making publicly available determinations)

46

This estimate is consistent with the Commission's previous burden estimate of one minute per record. See
2023 PRA Extension. See also 2020 Release, 85 FR 68182.

47

112 equity securities for which a QIDQS filed a Form 211 pursuant to FINRA Rule 6432(b) in 2024 × 1
minute / 60 minutes = 1.87 hours.

48

112 equity securities for which a QIDQS filed a Form 211 pursuant to FINRA Rule 6432(b) in 2024 ×1
minute × 77 brokers and dealers that may rely on a QIDQS’s publicly available determination) / 60 minutes
= 143.73 hours.

49

See 2023 PRA Extension. See also 2020 Release, 85 FR 68183.

50

(196 brokers and dealers) × (1/3600 hour (one second)) × (252 trading days per year) × (23,602 unique
OTC securities with at least one published quotation) = 323,819.44 hours.

51

323,819.44 hours / 196 brokers and dealers = 1,652.14 hours.

Under Rule 15c2-11, any QIDQS or RNSA that makes a publicly available determination
pursuant to paragraph (a)(3) is required to update its written policies and procedures to address
equity securities as defined in Rule 3a11-1. The Commission estimates that its previous annual
burden estimate of 10 hours per respondent to review and update these written policies and
procedures continues to be reasonable.52
Based on available data that was submitted to FINRA pursuant to Supplementary Material
.02 to FINRA Rule 6432, in 2024, one QIDQS made publicly available determinations pursuant
to paragraph (a)(3) of Rule 15c2-11, while the one RNSA has not made any publicly available
determinations pursuant to paragraph (a)(3) of Rule 15c2-11. The Commission therefore
estimates that the total annual PRA burden of the information collection associated with
satisfying paragraph (a)(3)’s requirements for making publicly available determinations would
be 10 hours.53
13. Costs to Respondents
The Commission does not believe that respondents would incur any Item 13 costs to comply
with the Rule.
14. Costs to Federal Government
Not applicable. The information collections are record-keeping requirements for respondents.
15. Changes in Burden
The total aggregate annual hour burden for the collection of information pursuant to the Rule
increased from 980,529 hours estimated in the previous submission (reflecting calendar year
(“CY”) 2022) to 1,771,343 hours in this submission (reflecting CY 2025). This increase is
largely due to increases in the estimated number of: (i) broker-dealer respondents subject to
burdens associated with the Rule (from 86 in CY 2022 to 196 in CY 2025); (ii) unique OTC
securities with at least one published quotation (from 15,449 in CY 2022 to 23,602 in CY 2025);
(iii) unique issuers of quoted OTC securities (from 13,214 in CY 2022 to 19,341 in CY 2025);
and (iv) quotations published in reliance on the unsolicited quotation exception in the Rule (from
32,277,729 in CY 2022 to 60,460,954 in CY 2025).
16. Information Collection Planned for Statistical Purposes
Not applicable. There is no intention to publish the information for any purpose.
17. Approval to Omit OMB Expiration Date
The Commission is not seeking approval to omit the expiration date.
52

See 2023 PRA Extension. See also 2020 Release, 85 FR 68182.

53

One QIDQS × 10 hours = 10 hours

18. Exceptions to Certification for Paperwork Reduction Act Submissions
This collection complies with the requirements in 5 CFR 1320.9.
B. COLLECTIONS OF INFORMATION EMPLOYING STATISTICAL METHODS
This collection does not involve statistical methods.