81 FR 44365 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 130 (July 7, 2016)

Page Range		44365-44366
FR Document		2016-16037
Federal Register, Volume 81 Issue 130 (Thursday, July 7, 2016)
[Federal Register Volume 81, Number 130 (Thursday, July 7, 2016)]
[Notices]
[Pages 44365-44366]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-16037]


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SECURITIES AND EXCHANGE COMMISSION


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 
20549-0213.

Extension:
    Rule 17Ad-10; SEC File No. 270-265, OMB Control No. 3235-0273.

    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'') 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 
17Ad-10 (17 CFR 240.17Ad-10), under the Securities Exchange Act of 1934 
(15 U.S.C. 78a et seq.).
    Rule 17Ad-10 generally requires registered transfer agents to: (1) 
Create and maintain current and accurate securityholder records; (2) 
promptly and accurately record all transfers, purchases, redemptions, 
and issuances, and notify their appropriate regulatory agency if they 
are unable to do so; (3) exercise diligent and continuous attention in 
resolving record inaccuracies; (4) disclose to the issuers for whom 
they perform transfer agent functions and to their appropriate 
regulatory agency information regarding record inaccuracies; (5) buy-in 
certain record inaccuracies that result in a physical over issuance of 
securities; and (6) communicate with other transfer agents related to 
the same issuer. These requirements assist in the creation and 
maintenance of accurate securityholder records, enhance the ability to 
research errors, and ensure the transfer agent is aware of the number 
of securities that are properly authorized by the issuer, thereby 
avoiding over issuance.
    The rule also has specific recordkeeping requirements. It requires 
registered transfer agents to retain certificate detail that has been 
deleted for six years and keep current an accurate record of the number 
of shares

[[Page 44366]]

or principal dollar amount of debt securities that the issuer has 
authorized to be outstanding. These mandatory requirements ensure 
accurate securityholder records and assist the Commission and other 
regulatory agencies with monitoring transfer agents and ensuring 
compliance with the rule. This rule does not involve the collection of 
confidential information.
    There are approximately 413 registered transfer agents. We estimate 
that the average number of hours necessary for each transfer agent to 
comply with Rule 17Ad-10 is approximately 80 hours per year, which 
generates an industry-wide annual burden of 33,040 hours (413 times 80 
hours). This burden is of a recordkeeping nature but also includes a 
small amount of third party disclosure and SEC reporting burdens. At an 
average staff cost of $50 per hour, the industry-wide internal labor 
cost of compliance (a monetization of the burden hours) is 
approximately $1,652,000 per year (33,040 x $50).
    In addition, we estimate that each transfer agent will incur an 
annual external cost burden of $18,000 resulting from the collection of 
information. Therefore, the total annual external cost on the entire 
transfer agent industry is approximately $7,434,000 ($18,000 times 
413). This cost primarily reflects ongoing computer operations and 
maintenance associated with generating, maintaining, and disclosing or 
providing certain information required by the rule.
    The amount of time any particular transfer agent will devote to 
Rule 17Ad-10 compliance will vary according to the size and scope of 
the transfer agent's business activity. We note, however, that at least 
some of the records, processes, and communications required by Rule 
17Ad-10 would likely be maintained, generated, and used for transfer 
agent business purposes even without the rule.
    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 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: 
[email protected]; 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 by sending an 
email to: [email protected]. Comments must be submitted to OMB within 
30 days of this notice.

    Dated: June 30, 2016.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-16037 Filed 7-6-16; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 130 / Thursday, July 7, 2016 / Notices 44365

including but not limited to the IV. Solicitation of Comments For the Commission, by the Division of
responsibilities to monitor the activities Trading and Markets, pursuant to delegated
of such persons, nor would such Interested persons are invited to authority.10
proposed amendment affect the rights of submit written data, views, and Robert W. Errett,
such terminated persons. arguments concerning the foregoing, Deputy Secretary.
The Exchange believes this additional including whether the proposed rule [FR Doc. 2016–16025 Filed 7–6–16; 8:45 am]
transparency and clarity removes a change is consistent with the Act. BILLING CODE 8011–01–P
potential impediment to, and would Comments may be submitted by any of
contribute to perfecting, the mechanism the following methods:
for a free and open market and a SECURITIES AND EXCHANGE
national market system, and, in general, Electronic Comments COMMISSION
would protect investors and the public • Use the Commission’s Internet
interest by harmonizing the time period Submission for OMB Review;
comment form (http://www.sec.gov/ Comment Request
for filing the requisite Form U–5 across
multiple SROs, and by imposing the rules/sro.shtml); or
Upon Written Request, Copies Available
requirement that such forms be filed • Send an email to rule-comments@ From: Securities and Exchange
promptly.9 sec.gov. Please include File Number SR– Commission, Office of FOIA Services,
NYSEMKT–2016–52 on the subject line. 100 F Street NE., Washington, DC
B. Self-Regulatory Organization’s
Statement on Burden on Competition Paper Comments 20549–0213.
The Exchange does not believe that Extension:
• Send paper comments in triplicate Rule 17Ad–10; SEC File No. 270–265,
these proposed rule changes would
to Secretary, Securities and Exchange OMB Control No. 3235–0273.
impose any burden on competition not
necessary or appropriate in furtherance Commission, 100 F Street NE., Notice is hereby given that pursuant
of the purposes of the Act. The Washington, DC 20549–1090. to the Paperwork Reduction Act of 1995
proposed changes are not designed to All submissions should refer to File (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
address any competitive issue but rather Number SR–NYSEMKT–2016–52. This Securities and Exchange Commission
to harmonize Exchange time-filing file number should be included on the (‘‘Commission’’) has submitted to the
requirements to a standard prevalent subject line if email is used. To help the Office of Management and Budget
among other exchanges and FINRA, Commission process and review your (‘‘OMB’’) a request for approval of
thereby reducing any potential extension of the previously approved
comments more efficiently, please use
confusion and making the Exchange’s collection of information provided for in
only one method. The Commission will
rules easier to understand and navigate. Rule 17Ad–10 (17 CFR 240.17Ad–10),
post all comments on the Commission’s under the Securities Exchange Act of
The Exchange believes that the
proposed rule changes would serve to Internet Web site (http://www.sec.gov/ 1934 (15 U.S.C. 78a et seq.).
promote regulatory clarity and rules/sro.shtml). Copies of the Rule 17Ad–10 generally requires
consistency, thereby reducing burdens submission, all subsequent registered transfer agents to: (1) Create
on the marketplace and facilitating amendments, all written statements and maintain current and accurate
investor protection. with respect to the proposed rule securityholder records; (2) promptly and
change that are filed with the accurately record all transfers,
C. Self-Regulatory Organization’s Commission, and all written purchases, redemptions, and issuances,
Statement on Comments on the communications relating to the and notify their appropriate regulatory
Proposed Rule Change Received From proposed rule change between the agency if they are unable to do so; (3)
Members, Participants, or Others exercise diligent and continuous
Commission and any person, other than
No written comments were solicited those that may be withheld from the attention in resolving record
or received with respect to the proposed public in accordance with the inaccuracies; (4) disclose to the issuers
rule change. provisions of 5 U.S.C. 552, will be for whom they perform transfer agent
III. Date of Effectiveness of the available for Web site viewing and functions and to their appropriate
Proposed Rule Change and Timing for printing in the Commission’s Public regulatory agency information regarding
Commission Action Reference Room, 100 F Street NE., record inaccuracies; (5) buy-in certain
Washington, DC 20549 on official record inaccuracies that result in a
Within 45 days of the date of physical over issuance of securities; and
publication of this notice in the Federal business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the (6) communicate with other transfer
Register or up to 90 days (i) as the agents related to the same issuer. These
Commission may designate if it finds filing also will be available for
requirements assist in the creation and
such longer period to be appropriate inspection and copying at the principal
maintenance of accurate securityholder
and publishes its reasons for so finding office of the Exchange. All comments
records, enhance the ability to research
or (ii) as to which the self-regulatory received will be posted without change; errors, and ensure the transfer agent is
organization consents, the Commission the Commission does not edit personal aware of the number of securities that
will: identifying information from are properly authorized by the issuer,
(A) By order approve or disapprove submissions. You should submit only thereby avoiding over issuance.
the proposed rule change, or information that you wish to make The rule also has specific
srobinson on DSK5SPTVN1PROD with NOTICES

(B) institute proceedings to determine available publicly. recordkeeping requirements. It requires
whether the proposed rule change registered transfer agents to retain
should be disapproved. All submissions should refer to File
Number SR–NYSEMKT–2016–52 and certificate detail that has been deleted
9 This filing is intended to address only the filing should be submitted on or before July for six years and keep current an
requirements of Forms U–5; it is not intended to 28, 2016. accurate record of the number of shares
address or affect any other mandatory filing
requirements or procedures. 10 17 CFR 200.30–3(a)(12).

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44366 Federal Register / Vol. 81, No. 130 / Thursday, July 7, 2016 / Notices

or principal dollar amount of debt Officer, Securities and Exchange concerning the purpose of and basis for
securities that the issuer has authorized Commission, c/o Remi Pavlik-Simon, the proposed rule change and discussed
to be outstanding. These mandatory 100 F Street NE., Washington, DC any comments it received on the
requirements ensure accurate 20549, or by sending an email to: PRA_ proposed rule change. The text of these
securityholder records and assist the Mailbox@sec.gov. Comments must be statements may be examined at the
Commission and other regulatory submitted to OMB within 30 days of places specified in Item IV below. The
agencies with monitoring transfer agents this notice. Exchange has prepared summaries, set
and ensuring compliance with the rule. Dated: June 30, 2016. forth in sections A, B, and C below, of
This rule does not involve the collection Robert W. Errett, the most significant aspects of such
of confidential information. statements.
Deputy Secretary.
There are approximately 413
registered transfer agents. We estimate [FR Doc. 2016–16037 Filed 7–6–16; 8:45 am] A. Self-Regulatory Organization’s
that the average number of hours BILLING CODE 8011–01–P Statement of the Purpose of, and the
necessary for each transfer agent to Statutory Basis for, the Proposed Rule
comply with Rule 17Ad–10 is Change
approximately 80 hours per year, which SECURITIES AND EXCHANGE
COMMISSION 1. Purpose
generates an industry-wide annual
burden of 33,040 hours (413 times 80 [Release No. 34–78208; File No. SR–
The Exchange is filing this proposal to
hours). This burden is of a NASDAQ–2016–092] adopt an options rule to clearly prohibit
recordkeeping nature but also includes disruptive quoting and trading activity
a small amount of third party disclosure Self-Regulatory Organizations; The on the Exchange and to permit the
and SEC reporting burdens. At an NASDAQ Stock Market LLC; Notice of Exchange to take prompt action to
average staff cost of $50 per hour, the Filing and Immediate Effectiveness of suspend Members or their clients that
industry-wide internal labor cost of Proposed Rule Change To Provide a violate such rule pursuant to Rule 9400.
compliance (a monetization of the Process for an Expedited Suspension
Background
burden hours) is approximately Proceeding and Adopt a Rule To
$1,652,000 per year (33,040 × $50). Prohibit Disruptive Quoting and As a national securities exchange
In addition, we estimate that each Trading Activity registered pursuant to Section 6 of the
transfer agent will incur an annual Act, the Exchange is required to be
June 30, 2016. organized and to have the capacity to
external cost burden of $18,000 Pursuant to Section 19(b)(1) of the
resulting from the collection of enforce compliance by its members and
Securities Exchange Act of 1934 (the persons associated with its members,
information. Therefore, the total annual ‘‘Act’’),1 and Rule 19b–4 thereunder,2
external cost on the entire transfer agent with the Act, the rules and regulations
notice is hereby given that on June 22, thereunder, and the Exchange’s Rules.
industry is approximately $7,434,000 2016, The NASDAQ Stock Market LLC
($18,000 times 413). This cost primarily Further, the Exchange’s Rules are
(‘‘NASDAQ’’ or ‘‘Exchange’’) filed with required to be ‘‘designed to prevent
reflects ongoing computer operations the Securities and Exchange
and maintenance associated with fraudulent and manipulative acts and
Commission (‘‘Commission’’) the practices, to promote just and equitable
generating, maintaining, and disclosing proposed rule change as described in
or providing certain information principles of trade . . . and, in general,
Items I, II and III below, which Items to protect investors and the public
required by the rule. have been prepared by the Exchange.
The amount of time any particular interest.’’ 3 In fulfilling these
The Commission is publishing this requirements, the Exchange has
transfer agent will devote to Rule 17Ad–
notice to solicit comments on the developed a comprehensive regulatory
10 compliance will vary according to
proposed rule change from interested program that includes automated
the size and scope of the transfer agent’s
persons. surveillance of trading activity that is
business activity. We note, however,
that at least some of the records, I. Self-Regulatory Organization’s both operated directly by Exchange staff
processes, and communications Statement of the Terms of Substance of and by staff of the Financial Industry
required by Rule 17Ad–10 would likely the Proposed Rule Change Regulatory Authority (‘‘FINRA’’)
be maintained, generated, and used for The Exchange proposes a proposal to pursuant to a Regulatory Services
transfer agent business purposes even adopt a new NASDAQ Options Market Agreement (‘‘RSA’’). When disruptive
without the rule. LLC rule to clearly prohibit disruptive and potentially manipulative or
An agency may not conduct or quoting and trading activity on the improper quoting and trading activity is
sponsor, and a person is not required to Exchange, as further described below. identified, the Exchange or FINRA
respond to, a collection of information The text of the proposed rule change (acting as an agent of the Exchange)
under the PRA unless it displays a is available on the Exchange’s Web site conducts an investigation into the
currently valid OMB control number. at http://nasdaq.cchwallstreet.com, at activity, requesting additional
The public may view background the principal office of the Exchange, and information from the Member or
documentation for this information at the Commission’s Public Reference Members involved. To the extent
collection at the following Web site: Room. violations of the Act, the rules and
www.reginfo.gov. Comments should be regulations thereunder, or Exchange
directed to: (i) Desk Officer for the II. Self-Regulatory Organization’s Rules have been identified and
Securities and Exchange Commission, Statement of the Purpose of, and
srobinson on DSK5SPTVN1PROD with NOTICES

confirmed, the Exchange or FINRA as its
Office of Information and Regulatory Statutory Basis for, the Proposed Rule agent will commence the enforcement
Affairs, Office of Management and Change process, which might result in, among
Budget, Room 10102, New Executive In its filing with the Commission, the other things, a censure, a requirement to
Office Building, Washington, DC 20503, Exchange included statements take certain remedial actions, one or
or by sending an email to: Shagufta_ more restrictions on future business
Ahmed@omb.eop.gov; and (ii) Pamela 1 15 U.S.C. 78s(b)(1).
Dyson, Director/Chief Information 2 17 CFR 240.19b–4. 3 15 U.S.C. 78f(b)(1).

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Document Created: 2018-02-08 07:54:23
Document Modified: 2018-02-08 07:54:23
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		81 FR 44365