81_FR_40631 81 FR 40511 - Asset-Backed Securities Disclosure and Registration

81 FR 40511 - Asset-Backed Securities Disclosure and Registration

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 120 (June 22, 2016)

Page Range40511-40512
FR Document2016-14730

This release makes technical corrections to rules that were published in the Federal Register on September 24, 2014 (79 FR 57184). The Commission adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset- backed securities. These technical amendments are being published to restore rule text that was inadvertently changed, revise outdated cross-references, and make other technical corrections.

Federal Register, Volume 81 Issue 120 (Wednesday, June 22, 2016) 
[Federal Register Volume 81, Number 120 (Wednesday, June 22, 2016)]
[Rules and Regulations]
[Pages 40511-40512]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-14730]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 230, 239 and 249

[Release Nos. 33-10099; 34-78088; File No. S7-08-10]


Asset-Backed Securities Disclosure and Registration

AGENCY: Securities and Exchange Commission.

ACTION: Technical amendment.

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SUMMARY: This release makes technical corrections to rules that were 
published in the Federal Register on September 24, 2014 (79 FR 57184). 
The Commission adopted revisions to Regulation AB and other rules 
governing the offering process, disclosure, and reporting for asset-
backed securities. These technical amendments are being published to 
restore rule text that was inadvertently changed, revise outdated 
cross-references, and make other technical corrections.

DATES: Effective June 22, 2016.

FOR FURTHER INFORMATION CONTACT: Rolaine S. Bancroft, Senior Special 
Counsel, at (202) 551-3850; Division of Corporation Finance, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: We are making technical amendments to Sec.  
229.1100,\1\ Sec.  229.1104,\2\ Sec.  229.1105,\3\ Sec.  229.1115,\4\ 
Sec.  229.1125,\5\ Sec.  230.405,\6\ Sec.  230.456,\7\ Form SF-3,\8\ 
Form 8-K \9\ and Form 10-D.\10\
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    \1\ 17 CFR 229.1100.
    \2\ 17 CFR 229.1104.
    \3\ 17 CFR 229.1105.
    \4\ 17 CFR 229.1115.
    \5\ 17 CFR 229.1125.
    \6\ 17 CFR 230.405.
    \7\ 17 CFR 230.456.
    \8\ 17 CFR 239.45.
    \9\ 17 CFR 249.308.
    \10\ 17 CFR 249.312.
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List of Subjects

17 CFR Part 230

    Advertising, Reporting and recordkeeping requirements, Securities.

17 CFR Parts 229, 239 and 249

    Reporting and recordkeeping requirements, Securities.

Text of Amendments

    For the reasons set out above, Title 17, Chapter II, of the Code of 
Federal Regulations is amended as follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The authority citation for part 229 continues to read in part as 
follows:


[[Page 40512]]


    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq. 18 U.S.C. 
1350; Sec. 953(b), Pub. L. 111-203, 124 Stat. 1904; Sec. 102(a)(3), 
Pub. L. 112-106, 126 Stat. 309; and Sec. 84001, Pub. L. 114-94, 129 
Stat. 1312.
* * * * *


Sec.  229.1100  [Amended]

0
2. Amend Sec.  229.1100 in paragraph (a) by removing ``(Sec. Sec.  
229.1100 through 229.1123)'' and adding in its place ``(Sec. Sec.  
229.1100 through 229.1125)''.


Sec.  229.1104  [Amended]

0
3. Amend Sec.  229.1104 in paragraph (e)(2) by adding ``in response to 
Rule 15Ga-1'' after ``(as that term is defined in Section 15G(a) of the 
Securities Exchange Act of 1934)''.


Sec.  229.1105  [Amended]

0
4. Amend Sec.  229.1105 in paragraph (a)(3)(ii) by removing ``135 days 
after'' and adding in its place ``135 days of''.


Sec.  229.1115  [Amended]

0
5. Amend Sec.  229.1115 in Instruction 1 to Item 1115 by removing ``, 3 
and 5 to Item 1114'' and adding in its place ``and 4 to Item 1114(b)''.


Sec.  229.1125  [Amended]

0
6. Amend Appendix to Sec.  229.1125--Schedule AL in Item 4(i) and Item 
4(j) by removing all references to ``loan'' and adding in their place 
``lease''; and removing all references to ``loans'' and adding in their 
place ``leases''.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
7. The authority citation for part 230 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77d note, 77f, 
77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 
78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 
80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), 126 
Stat. 313 (2012), unless otherwise noted.
* * * * *


Sec.  230.405  [Amended]

0
8. Amend Sec.  230.405 in paragraph (1)(i) of the definition of an 
Ineligible issuer, by removing the phrase ``General Instruction I.A.4 
of Form S-3'' and adding in its place ``General Instruction I.A.2 of 
Form SF-3''


Sec.  230.456  [Amended]

0
9. Amend Sec.  230.456 in paragraph (c)(3) by removing ``post-effective 
amendment or''.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
10. The authority citation for part 239 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 
80a-29, 80a-30, 80a-37, and Sec. 71003 and Sec. 84001, Pub. L. 114-
94, 129 Stat. 1312, unless otherwise noted.


Sec.  239.45  [Amended]

0
11. Amend Form SF-3 (referenced in Sec.  239.45) in Note 2 of Notes to 
the ``Calculation of Registration Fee'' Table (``Fee Table'') by 
removing ``in a post-effective amendment to the registration statement 
or''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
12. The authority citation for part 249 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 
5461 et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *


Sec.  249.308  [Amended]

0
13. Amend Form 8-K (referenced in Sec.  249.308) by amending Item 6.05 
to remove ``Form S-3 (17 CFR 239.13)'' and add in its place ``Form SF-3 
(17 CFR 239.45)''.


Sec.  249.312  [Amended]

0
14. Amend Form 10-D (referenced in Sec.  249.312) by amending Item 1 in 
Part I:
0
a. to remove all references to the phrase ``Item 1121(a) and (b)'' and 
replacing them with the phrase ``Item 1121(a), (b) and (c)''; and
0
b. to remove the phrase ``17 CFR 229.1121(a) and (b)'' and add in its 
place ``17 CFR 1121(a), (b) and (c)''.

    Dated: June 16, 2016.
 Brent J. Fields,
Secretary.
[FR Doc. 2016-14730 Filed 6-21-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 120 / Wednesday, June 22, 2016 / Rules and Regulations 40511 BASE PENALTY MATRIX Egregious Case? Voluntary Self-Disclosure? NO YES YES ................................................. (1) .............................................................................. (3) One-Half of the Transaction Value (capped at Up to One-Half of the Applicable Statutory Max- $125,000 per violation). imum. NO ................................................... (2) .............................................................................. (4) Applicable Schedule Amount (capped at $250,000 Up to the Applicable Statutory Maximum. per violation). Note to paragraph IV.B.2. The dollar mitigation. When an acquiring firm takes backed securities. These technical values that appear in IV.B.2.a.i and .ii, and reasonable steps to uncover, correct, and amendments are being published to in the Base Penalty Matrix may be adjusted disclose or cause to be disclosed to OEE restore rule text that was inadvertently in accordance with U.S. law, e.g., the Federal conduct that gave rise to violations by an Civil Penalties Inflation Adjustment Act changed, revise outdated cross- acquired business before the acquisition, OEE Improvements Act of 2015 (Pub. L. 114–74, typically will not take such violations into references, and make other technical sec. 701). account as an aggravating factor in settling corrections. b. Adjustment for Applicable Relevant other violations by the acquiring firm. DATES: Effective June 22, 2016. Factors. iii. In cases involving charges pertaining to In non-egregious cases the base penalty transactions where a license exception would FOR FURTHER INFORMATION CONTACT: amount of the civil monetary penalty may be have been available or a license would likely Rolaine S. Bancroft, Senior Special adjusted to reflect applicable Factors for have been approved had one been sought as Counsel, at (202) 551–3850; Division of Administrative Action set forth in Section III set forth in Mitigating Factor H, the base Corporation Finance, Securities and of these Guidelines. In egregious cases the penalty amount generally will be reduced by Exchange Commission, 100 F Street NE., base penalty amount of the civil monetary up to 25 percent. Washington, DC 20549–3628. penalty will be set based on applicable In all cases, the penalty amount will not Factors for Administrative Action set forth in exceed the applicable statutory maximum. SUPPLEMENTARY INFORMATION: We are Section III of these Guidelines. A Factor may Similarly, while mitigating factors may be making technical amendments to result in a lower or higher penalty amount combined for a greater reduction in penalty, § 229.1100,1 § 229.1104,2 § 229.1105,3 depending upon whether it is aggravating or mitigation will generally not exceed 75 § 229.1115,4 § 229.1125,5 § 230.405,6 mitigating or otherwise relevant to the percent of the base penalty, except in the § 230.456,7 Form SF–3,8 Form 8–K 9 and circumstances at hand. Mitigating factors case of VSDs, where full suspension is may be combined for a greater reduction in Form 10–D.10 possible with conditions in certain non- penalty, but mitigation will generally not egregious cases. List of Subjects exceed 75 percent of the base penalty, except in the case of VSDs, where full suspension C. Settlement Procedures. 17 CFR Part 230 is possible with conditions in certain non- The procedures relating to the settlement Advertising, Reporting and egregious cases. Subject to this limitation, as of administrative enforcement cases are set a general matter, in those cases where the recordkeeping requirements, Securities. forth in § 766.18 of the EAR. following Mitigating Factors are present, OEE 17 CFR Parts 229, 239 and 249 will adjust the base penalty amount in the Dated: June 15, 2016. following manner: David W. Mills, Reporting and recordkeeping In cases involving exceptional cooperation Assistant Secretary for Export Enforcement. requirements, Securities. with OEE as set forth in Mitigating Factor G, [FR Doc. 2016–14770 Filed 6–21–16; 8:45 am] Text of Amendments but no voluntary self-disclosure as defined in § 764.5 of the EAR, the base penalty amount BILLING CODE 3510–33–P For the reasons set out above, Title 17, generally will be reduced between 25 and 40 Chapter II, of the Code of Federal percent. Exceptional cooperation in cases involving voluntary self-disclosure may also Regulations is amended as follows: SECURITIES AND EXCHANGE be considered as a further mitigating factor. COMMISSION In cases involving a Respondent’s first PART 229—STANDARD violation, the base penalty amount generally INSTRUCTIONS FOR FILING FORMS 17 CFR Parts 229, 230, 239 and 249 will be reduced by up to 25 percent. An UNDER SECURITIES ACT OF 1933, apparent violation generally will be [Release Nos. 33–10099; 34–78088; File No. SECURITIES EXCHANGE ACT OF 1934 considered a ‘‘first violation’’ if the S7–08–10] AND ENERGY POLICY AND Respondent has not been convicted of an CONSERVATION ACT OF 1975— export-related criminal violation or been Asset-Backed Securities Disclosure REGULATION S–K subject to a BIS final order in five years, and Registration preceding the date of the transaction giving ■ 1. The authority citation for part 229 rise to the apparent violation. A group of AGENCY: Securities and Exchange substantially similar apparent violations Commission. continues to read in part as follows: addressed in a single Charging Letter shall be ACTION: Technical amendment. 1 17 CFR 229.1100. considered as a single violation for purposes of this subsection. In those cases where a SUMMARY: This release makes technical 2 17 CFR 229.1104. sradovich on DSK3TPTVN1PROD with RULES prior Charging Letter within the preceding corrections to rules that were published 3 17 CFR 229.1105. five years involved conduct of a substantially in the Federal Register on September 4 17 CFR 229.1115. different nature from the apparent violation 5 17 CFR 229.1125. at issue, OEE may consider the apparent 24, 2014 (79 FR 57184). The 6 17 CFR 230.405. violation at issue a ‘‘first violation.’’ Warning Commission adopted revisions to 7 17 CFR 230.456. Letters issued within the preceding five years Regulation AB and other rules 8 17 CFR 239.45. are not factored into account for purposes of governing the offering process, 9 17 CFR 249.308. determining eligibility for ‘‘first offense’’ disclosure, and reporting for asset- 10 17 CFR 249.312. VerDate Sep<11>2014 16:06 Jun 21, 2016 Jkt 238001 PO 00000 Frm 00035 Fmt 4700 Sfmt 4700 E:\FR\FM\22JNR1.SGM 22JNR1

40512 Federal Register / Vol. 81, No. 120 / Wednesday, June 22, 2016 / Rules and Regulations Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, § 230.456 [Amended] DEPARTMENT OF HEALTH AND 77k, 77s, 77z–2, 77z–3, 77aa(25), 77aa(26), HUMAN SERVICES 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, ■ 9. Amend § 230.456 in paragraph 77nnn, 77sss, 78c, 78i, 78j, 78j–3, 78l, 78m, (c)(3) by removing ‘‘post-effective Food and Drug Administration 78n, 78n–1, 78o, 78u–5, 78w, 78ll, 78 mm, amendment or’’. 80a–8, 80a–9, 80a–20, 80a–29, 80a–30, 80a– 21 CFR Part 1271 31(c), 80a–37, 80a–38(a), 80a–39, 80b–11 and PART 239—FORMS PRESCRIBED 7201 et seq. 18 U.S.C. 1350; Sec. 953(b), Pub. UNDER THE SECURITIES ACT OF 1933 [Docket No. FDA–2014–N–1484] L. 111–203, 124 Stat. 1904; Sec. 102(a)(3), Pub. L. 112–106, 126 Stat. 309; and Sec. Revisions to Exceptions Applicable to 84001, Pub. L. 114–94, 129 Stat. 1312. ■ 10. The authority citation for part 239 Certain Human Cells, Tissues, and continues to read, in part, as follows: Cellular and Tissue-Based Products * * * * * Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, § 229.1100 [Amended] AGENCY: Food and Drug Administration, 77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n, HHS. 78o(d), 78o–7 note, 78u–5, 78w(a), 78ll, ■ 2. Amend § 229.1100 in paragraph (a) ACTION: Final rule. 78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a– by removing ‘‘(§§ 229.1100 through 10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, 229.1123)’’ and adding in its place SUMMARY: The Food and Drug 80a–37, and Sec. 71003 and Sec. 84001, Pub. Administration (FDA or Agency or we) ‘‘(§§ 229.1100 through 229.1125)’’. L. 114–94, 129 Stat. 1312, unless otherwise is issuing this final rule to amend § 229.1104 [Amended] noted. certain regulations regarding donor § 239.45 [Amended] eligibility, including the screening and ■ 3. Amend § 229.1104 in paragraph testing of donors of particular human (e)(2) by adding ‘‘in response to Rule ■ 11. Amend Form SF–3 (referenced in cells, tissues, and cellular and tissue- 15Ga–1’’ after ‘‘(as that term is defined § 239.45) in Note 2 of Notes to the based products (HCT/Ps), and related in Section 15G(a) of the Securities ‘‘Calculation of Registration Fee’’ Table labeling. This final rule is in response Exchange Act of 1934)’’. (‘‘Fee Table’’) by removing ‘‘in a post- to our enhanced understanding in this § 229.1105 [Amended] effective amendment to the registration area and in response to comments from statement or’’. stakeholders regarding the importance ■ 4. Amend § 229.1105 in paragraph of embryos to individuals and couples (a)(3)(ii) by removing ‘‘135 days after’’ PART 249—FORMS, SECURITIES seeking access to donated embryos. and adding in its place ‘‘135 days of’’. EXCHANGE ACT OF 1934 DATES: This rule is effective August 22, § 229.1115 [Amended] 2016. ■ 12. The authority citation for part 249 ADDRESSES: For access to the docket to ■ 5. Amend § 229.1115 in Instruction 1 continues to read, in part, as follows: read background documents or to Item 1115 by removing ‘‘, 3 and 5 to comments received, go to http:// Authority: 15 U.S.C. 78a et seq. and 7201 Item 1114’’ and adding in its place ‘‘and et seq.; 12 U.S.C. 5461 et seq.; and 18 U.S.C. www.regulations.gov and insert the 4 to Item 1114(b)’’. 1350, unless otherwise noted. docket number found in brackets in the heading of this final rule into the § 229.1125 [Amended] * * * * * ‘‘Search’’ box and follow the prompts, ■ 6. Amend Appendix to § 229.1125— § 249.308 [Amended] and/or go to the Division of Dockets Schedule AL in Item 4(i) and Item 4(j) Management, 5630 Fishers Lane, Rm. by removing all references to ‘‘loan’’ and ■ 13. Amend Form 8–K (referenced in 1061, Rockville, MD 20852. adding in their place ‘‘lease’’; and § 249.308) by amending Item 6.05 to FOR FURTHER INFORMATION CONTACT: removing all references to ‘‘loans’’ and remove ‘‘Form S–3 (17 CFR 239.13)’’ Jessica T. Walker, Center for Biologics adding in their place ‘‘leases’’. and add in its place ‘‘Form SF–3 (17 Evaluation and Research, Food and CFR 239.45)’’. Drug Administration, 10903 New PART 230—GENERAL RULES AND Hampshire Ave., Bldg. 71, Rm. 7301, REGULATIONS, SECURITIES ACT OF § 249.312 [Amended] Silver Spring, MD 20993–0002, 240– 1933 402–7911. ■ 14. Amend Form 10–D (referenced in § 249.312) by amending Item 1 in Part SUPPLEMENTARY INFORMATION: ■ 7. The authority citation for part 230 I: Table of Contents continues to read, in part, as follows: ■ a. to remove all references to the I. Executive Summary Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77d note, 77f, 77g, 77h, 77j, 77r, 77s, phrase ‘‘Item 1121(a) and (b)’’ and A. Purpose of the Final Rule 77z–3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, replacing them with the phrase ‘‘Item B. Summary of the Major Provisions of the 78o, 78o–7 note, 78t, 78w, 78ll(d), 78mm, 1121(a), (b) and (c)’’; and Final Rule 80a–8, 80a–24, 80a–28, 80a–29, 80a–30, and C. Legal Authority ■ b. to remove the phrase ‘‘17 CFR D. Costs and Benefits 80a–37, and Pub. L. 112–106, sec. 201(a), 126 229.1121(a) and (b)’’ and add in its II. Background Stat. 313 (2012), unless otherwise noted. place ‘‘17 CFR 1121(a), (b) and (c)’’. A. Need for the Regulation/History of This * * * * * Rulemaking Dated: June 16, 2016. B. Summary of Comments to the Proposed § 230.405 [Amended] Brent J. Fields, sradovich on DSK3TPTVN1PROD with RULES Rule Secretary. C. General Overview of the Final Rule ■ 8. Amend § 230.405 in paragraph (1)(i) [FR Doc. 2016–14730 Filed 6–21–16; 8:45 am] III. Legal Authority of the definition of an Ineligible issuer, IV. Comments on the Proposed Rule and FDA by removing the phrase ‘‘General BILLING CODE 8011–01–P Response Instruction I.A.4 of Form S–3’’ and A. Introduction adding in its place ‘‘General Instruction B. Description of General Comments and I.A.2 of Form SF–3’’ FDA Response VerDate Sep<11>2014 16:06 Jun 21, 2016 Jkt 238001 PO 00000 Frm 00036 Fmt 4700 Sfmt 4700 E:\FR\FM\22JNR1.SGM 22JNR1


Document Created: 2016-06-22 01:06:36
Document Modified: 2016-06-22 01:06:36
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionRules and Regulations
ActionTechnical amendment.
DatesEffective June 22, 2016.
ContactRolaine S. Bancroft, Senior Special Counsel, at (202) 551-3850; Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-3628.
FR Citation81 FR 40511 
CFR Citation17 CFR 229
17 CFR 230
17 CFR 239
17 CFR 249
CFR AssociatedAdvertising; Reporting and Recordkeeping Requirements and Securities
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