80 FR 76723 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 237 (December 10, 2015)

Page Range		76723-76724
FR Document		2015-31066

Federal Register, Volume 80 Issue 237 (Thursday, December 10, 2015)

[Federal Register Volume 80, Number 237 (Thursday, December 10, 2015)]
[Notices]
[Pages 76723-76724]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-31066]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-54, OMB Control No. 3235-0056]


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:
    Form 8-A.

    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 8-A (17 CFR 249.208a) is a registration statement used to 
register a class of securities under Section 12(b) or Section 12(g) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78l(b) and 78l(g)) 
(``Exchange Act''). Section 12(a) (15 U.S.C. 78l(a)) of the Exchange 
Act makes it unlawful for any member, broker, or dealer to effect any 
transaction in any security (other than an exempted security) on a 
national securities exchange unless such security has been registered 
under the Exchange Act (15 U.S.C. 78a et seq.). Exchange Act Section 
12(b) establishes the registration procedures. Exchange Act Section 
12(g) requires an issuer that is not a bank or bank holding company to 
register a class of equity securities (other than exempted securities) 
within 120 days after its fiscal year end if, on the last day of its 
fiscal year, the issuer has total assets of more than $10 million and 
the class of equity securities is ``held of record'' by either (i) 
2,000 persons, or (ii) 500 persons who are not accredited investors. An 
issuer that is a bank or a bank holding company, must register a class 
of equity securities (other

[[Page 76724]]

than exempted securities) within 120 days after the last day of its 
first fiscal year ended after the effective date of the JOBS Act if, on 
the last day of its fiscal year, the issuer has total assets of more 
than $10 million and the class of equity securities is ``held of 
record'' by 2,000 or more persons. The information must be filed with 
the Commission on occasion. Form 8-A is a public document. Form 8-A 
takes approximately 3 hours to prepare and is filed by approximately 
951 respondents for a total annual reporting burden of 2,853 hours (3 
hours per response x 951 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 the background documentation for this 
information collection at the following Web site, www.reginfo.gov. 
Comments should be directed to: (i) Desk Officer for the Securities and 
Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10102, New Executive Office 
Building, Washington, DC 20503, or by sending an email to: 
Shagufta_Ahmed@omb.eop.gov; and (ii) Pamela Dyson, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send an email 
to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 
days of this notice.

    Dated: December 4, 2015.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31066 Filed 12-9-15; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 237 / Thursday, December 10, 2015 / Notices 76723

(c) If, with respect to any Follow-On Investment Transaction (including, of directors; (2) the removal of one or
Investment: without limitation, the expenses of the more directors; or (3) any matters
(i) The amount of the Follow-On distribution of any such securities requiring approval by the vote of a
Investment is not based on the Co- registered for sale under the 1933 Act) majority of the outstanding voting
Investment Affiliates’ and the Regulated will, to the extent not payable by the securities, as defined in section 2(a)(42)
Funds’ outstanding investments Advisers under their respective advisory of the Act.
immediately preceding the Follow-On agreements with the Co-Investment For the Commission, by the Division of
Investment; and Affiliates and the Regulated Funds, be Investment Management, under delegated
(ii) the aggregate amount shared by the participating Co- authority.
recommended by the applicable Investment Affiliates and the Robert W. Errett,
Adviser(s) to be invested by each participating Regulated Funds in Deputy Secretary.
Regulated Fund in the Follow-On proportion to the relative amounts of the [FR Doc. 2015–31070 Filed 12–9–15; 8:45 am]
Investment, together with the amount securities held or being acquired or BILLING CODE 8011–01–P
proposed to be invested by the disposed of, as the case may be.
participating Co-Investment Affiliates in 13. Any transaction fee 12 (including
the same transaction, exceeds the break-up or commitment fees but SECURITIES AND EXCHANGE
amount of the opportunity, then the excluding broker’s fees contemplated by COMMISSION
amount to be invested by each such section 17(e) or 57(k) of the Act, as
party will be allocated among them pro applicable) received in connection with [SEC File No. 270–54, OMB Control No.
rata based on each participating party’s 3235–0056]
a Co-Investment Transaction will be
capital available for investment in the distributed to the participating Co-
asset class being allocated, up to the Submission for OMB Review;
Investment Affiliates and Regulated Comment Request
amount proposed to be invested by Funds on a pro rata basis based on the
each. amount they each invested or Upon Written Request Copies Available
(d) The acquisition of Follow-On committed, as the case may be, in such From: Securities and Exchange
Investments as permitted by this Co-Investment Transaction. If any Commission, Office of FOIA Services,
condition will be considered a Co- transaction fee is to be held by an 100 F Street NE., Washington, DC
Investment Transaction for all purposes Adviser pending consummation of the 20549–2736.
and subject to the other conditions set transaction, the fee will be deposited Extension:
forth in the application. into an account maintained by the Form 8–A.
9. The Independent Directors of each
Adviser at a bank or banks having the Notice is hereby given that, pursuant
Regulated Fund will be provided
qualifications prescribed in section to the Paperwork Reduction Act of 1995
quarterly for review all information
26(a)(1) of the Act, and the account will (44 U.S.C. 3501 et seq.), the Securities
concerning Potential Co-Investment
earn a competitive rate of interest that and Exchange Commission
Transactions and Co-Investment
will also be divided pro rata among the (‘‘Commission’’) has submitted to the
Transactions, including investments
participating Co-Investment Affiliates Office of Management and Budget this
made by the Co-Investment Affiliates
and Regulated Funds based on the request for extension of the previously
and the other Regulated Funds that the
amount each invests in such Co- approved collection of information
Regulated Fund considered but declined
Investment Transaction. None of the Co- discussed below.
to participate in, so that the
Investment Affiliates, the Regulated Form 8–A (17 CFR 249.208a) is a
Independent Directors may determine
Funds, the Advisers nor any affiliated registration statement used to register a
whether all investments made during
person of the Regulated Funds or Co- class of securities under Section 12(b) or
the preceding quarter, including those
Investment Affiliates will receive Section 12(g) of the Securities Exchange
investments that the Regulated Fund
additional compensation or Act of 1934 (15 U.S.C. 78l(b) and 78l(g))
considered but declined to participate
remuneration of any kind as a result of (‘‘Exchange Act’’). Section 12(a) (15
in, comply with the conditions of the
or in connection with a Co-Investment U.S.C. 78l(a)) of the Exchange Act
Order. In addition, the Independent
Transaction (other than (a) in the case makes it unlawful for any member,
Directors will consider at least annually
of the Co-Investment Affiliates and the broker, or dealer to effect any
the continued appropriateness for the
Regulated Funds, the pro rata transaction in any security (other than
Regulated Fund of participating in new
transaction fees described above and an exempted security) on a national
and existing Co-Investment
fees or other compensation described in securities exchange unless such security
Transactions.
10. Each Regulated Fund will condition 2(c)(iii)(C), and (b) in the case has been registered under the Exchange
maintain the records required by section of the Advisers, investment advisory Act (15 U.S.C. 78a et seq.). Exchange
57(f)(3) of the Act as if each of the fees paid in accordance with their Act Section 12(b) establishes the
Regulated Funds were a BDC and each respective investment advisory registration procedures. Exchange Act
of the investments permitted under agreements with the Regulated Funds Section 12(g) requires an issuer that is
these conditions were approved by the and Co-Investment Affiliates). not a bank or bank holding company to
14. If the Holders own in the aggregate register a class of equity securities (other
Required Majority under section 57(f) of
more than 25 percent of the Shares of than exempted securities) within 120
the Act.
11. No Independent Director of a a Regulated Fund, then the Holders will days after its fiscal year end if, on the
vote such Shares as directed by an
mstockstill on DSK4VPTVN1PROD with NOTICES

Regulated Fund will also be a director, last day of its fiscal year, the issuer has
general partner, managing member or independent third party (such as the total assets of more than $10 million
principal, or otherwise an ‘‘affiliated trustee of a voting trust or a proxy and the class of equity securities is
person’’ (as defined in the Act), of any adviser) when voting on (1) the election ‘‘held of record’’ by either (i) 2,000
Co-Investment Affiliate. 12 Applicants are not requesting and the staff is
persons, or (ii) 500 persons who are not
12. The expenses, if any, associated not providing any relief for transaction fees
accredited investors. An issuer that is a
with acquiring, holding or disposing of received in connection with any Co-Investment bank or a bank holding company, must
any securities acquired in a Co- Transaction. register a class of equity securities (other

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76724 Federal Register / Vol. 80, No. 237 / Thursday, December 10, 2015 / Notices

than exempted securities) within 120 25, 2015, Financial Industry Regulatory Automated Confirmation Transaction
days after the last day of its first fiscal Authority, Inc. (‘‘FINRA’’) filed with the (‘‘ACT’’) Service technology. In
year ended after the effective date of the Securities and Exchange Commission connection with the establishment of
JOBS Act if, on the last day of its fiscal (‘‘SEC’’ or ‘‘Commission’’) the proposed the FINRA/Nasdaq TRF, FINRA and
year, the issuer has total assets of more rule change as described in Items I, II, NASDAQ entered into a limited liability
than $10 million and the class of equity and III below, which Items have been company agreement (the ‘‘LLC
securities is ‘‘held of record’’ by 2,000 prepared by FINRA. FINRA has Agreement’’). Under the LLC
or more persons. The information must designated the proposed rule change as Agreement, FINRA, the ‘‘SRO Member,’’
be filed with the Commission on ‘‘establishing or changing a due, fee or has sole regulatory responsibility for the
occasion. Form 8–A is a public other charge’’ under Section FINRA/Nasdaq TRF. NASDAQ, the
document. Form 8–A takes 19(b)(3)(A)(ii) of the Act 3 and Rule 19b– ‘‘Business Member,’’ is primarily
approximately 3 hours to prepare and is 4(f)(2) thereunder,4 which renders the responsible for the management of the
filed by approximately 951 respondents proposal effective upon receipt of this FINRA/Nasdaq TRF’s business affairs,
for a total annual reporting burden of filing by the Commission. The including establishing pricing for use of
2,853 hours (3 hours per response x 951 Commission is publishing this notice to the FINRA/Nasdaq TRF, to the extent
responses). solicit comments on the proposed rule those affairs are not inconsistent with
An agency may not conduct or change from interested persons. the regulatory and oversight functions of
sponsor, and a person is not required to FINRA. Additionally, the Business
I. Self-Regulatory Organization’s
respond to, a collection of information Member is obligated to pay the cost of
Statement of the Terms of the Substance
unless it displays a currently valid regulation and is entitled to the profits
of the Proposed Rule Change
control number. and losses, if any, derived from the
The public may view the background FINRA is proposing to amend FINRA operation of the FINRA/Nasdaq TRF.
documentation for this information Rule 7620A to modify certain fees Pursuant to the FINRA Rule 7600A
collection at the following Web site, applicable to members that use the Series, FINRA members that are FINRA/
www.reginfo.gov. Comments should be FINRA/Nasdaq Trade Reporting Facility Nasdaq TRF participants are charged
directed to: (i) Desk Officer for the (the ‘‘FINRA/Nasdaq TRF’’). fees and may qualify for fee caps (Rule
Securities and Exchange Commission, The text of the proposed rule change 7620A) and also may qualify for revenue
Office of Information and Regulatory is available on FINRA’s Web site at sharing payments for trade reporting to
Affairs, Office of Management and http://www.finra.org, at the principal the FINRA/Nasdaq TRF (Rule 7610A).
Budget, Room 10102, New Executive office of FINRA and at the These rules are administered by
Office Building, Washington, DC 20503, Commission’s Public Reference Room. NASDAQ, in its capacity as the
or by sending an email to: Shagufta_ II. Self-Regulatory Organization’s Business Member and operator of the
Ahmed@omb.eop.gov; and (ii) Pamela Statement of the Purpose of, and FINRA/Nasdaq TRF on behalf of
Dyson, Director/Chief Information Statutory Basis for, the Proposed Rule FINRA,6 and NASDAQ collects all fees
Officer, Securities and Exchange Change on behalf of the FINRA/Nasdaq TRF.
Commission, c/o Remi Pavlik-Simon, Pursuant to Rule 7620A, FINRA
In its filing with the Commission, members are charged fees for ‘‘Non-
100 F Street NE., Washington, DC 20549
FINRA included statements concerning Comparison/Accept (Non-Match/
or send an email to: PRA_Mailbox@
the purpose of and basis for the Compare)’’ trades. Such trades are
sec.gov. Comments must be submitted to
proposed rule change and discussed any defined as transactions that are not
OMB within 30 days of this notice.
comments it received on the proposed subject to the ACT Comparison process,
Dated: December 4, 2015. rule change. The text of these statements and they may be submitted as media or
Robert W. Errett, may be examined at the places specified non-media,7 clearing or non-clearing,
Deputy Secretary. in Item IV below. FINRA has prepared AGU (automated give-up), QSR
[FR Doc. 2015–31066 Filed 12–9–15; 8:45 am] summaries, set forth in sections A, B, (Qualified Service Representative), one-
BILLING CODE 8011–01–P and C below, of the most significant sided or internalized crosses.8 Under
aspects of such statements. the fee schedule there are four
A. Self-Regulatory Organization’s categories of fees, each of which is
SECURITIES AND EXCHANGE applicable to transactions of the three
Statement of the Purpose of, and
COMMISSION Tapes: 9 (1) Media/Executing Party; (2)
Statutory Basis for, the Proposed Rule
[Release No. 34–76556; File No. SR–FINRA– Change
2015–053] rule change to update the FINRA manual
1. Purpose accordingly.
6 FINRA’s oversight of this function performed by
Self-Regulatory Organizations; Background the Business Member is conducted through a
Financial Industry Regulatory
The FINRA/Nasdaq TRF is a facility recurring assessment and review of TRF operations
Authority, Inc.; Notice of Filing and by an outside independent audit firm.
of FINRA that is operated by Nasdaq,
Immediate Effectiveness of a Proposed 7 Media eligible trade reports are those that are
Inc. (‘‘NASDAQ’’) 5 and utilizes
Rule Change To Amend Rule 7620A submitted to the FINRA/Nasdaq TRF for public
Relating to FINRA/Nasdaq Trade dissemination by the Securities Information
3 15 U.S.C. 78s(b)(3)(A)(ii). Processors. By contrast, non-media trade reports are
Reporting Facility Fees 4 17 CFR 240.19b–4(f)(2). not submitted to the FINRA/Nasdaq TRF for public
5 As approved by its board of directors and the dissemination, but are submitted for regulatory and/
mstockstill on DSK4VPTVN1PROD with NOTICES

December 4, 2015. or clearance and settlement purposes.
Commission, effective September 8, 2015, NASDAQ
Pursuant to Section 19(b)(1) of the changed its legal name from The NASDAQ OMX 8 See FINRA Rule 7620A.01.

Securities Exchange Act of 1934 Group, Inc. to Nasdaq, Inc. See Nasdaq, Inc. Form 9 Market data is transmitted to three tapes based

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 8–K Current Report (filed September 8, 2015) on the listing venue of the security: New York Stock
(available at www.sec.gov/Archives/edgar/data/ Exchange securities (‘‘Tape A’’), American Stock
notice is hereby given that on November 1120193/000119312515314459/d48431d8k.htm). Exchange and regional exchange securities (‘‘Tape
FINRA and NASDAQ are in the process of B’’), and Nasdaq Stock Market securities (‘‘Tape
1 15 U.S.C. 78s(b)(1). amending the LLC Agreement to reflect the name C’’). Tape A and Tape B are generally referred to
2 17 CFR 240.19b–4. change, and FINRA will file a separate proposed as the Consolidated Tape.

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Document Created: 2015-12-14 13:29:21
Document Modified: 2015-12-14 13:29:21

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 76723