82 FR 18188 - Proposed Collection; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 72 (April 17, 2017)

Page Range		18188-18189
FR Document		2017-07655

Federal Register, Volume 82 Issue 72 (Monday, April 17, 2017)

[Federal Register Volume 82, Number 72 (Monday, April 17, 2017)]
[Notices]
[Pages 18188-18189]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-07655]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; 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:
    Rule 506(e) of Regulation D Felons and Other Bad Actors 
Disclosure Statements, OMB Control No.3235-0704, SEC File No. 270-
654

    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'') is soliciting comments on the collection of 
information summarized below. The Commission plans to submit this 
existing collection[s] of information to the Office of Management and 
Budget for extension and approval.
    Rule 506(e) (17 CFR 230.506(e)) of Regulation D under the 
Securities Act of 1933 (15 U.S.C. 77a et seq.) requires the issuer to 
furnish to each purchaser, a reasonable time prior to sale, a 
description in writing of any matters that would have triggered 
disqualification under Rule 506(d)(1) of Regulation D, but occurred 
before September 23, 2013. The disclosures required by Rule 506(e) is 
not filed with the Commission, but serves as an important investor 
protection tool to inform investors of an issuer's and its covered 
persons, involvement in past ``bad actor'' disqualifying events such as 
pre-existing criminal convictions, court injunctions, disciplinary 
proceedings, and other sanctions enumerated in Rule 506(d). Without the 
mandatory written statement requirements set forth in Rule 506(e), 
purchasers may have the impression that all bad actors are disqualified 
from participation in Rule 506 offerings.
    We estimate there are 19,908 respondents that will conduct a one-
hour factual inquiry to determine whether the issuer and its covered 
persons have had pre-existing disqualifying events before September

[[Page 18189]]

23, 2013. Of those 19,908 respondents, we estimate that 220 respondents 
with disqualifying events will spend ten hours to prepare a disclosure 
statement describing the matters that would have triggered 
disqualification under 506(d)(1) of Regulation D, except that these 
disqualifying events occurred before September 23, 2013, the effective 
date of the Rule 506 amendments. An estimated 2,200 burden hours are 
attributed to the 220 respondents with disqualifying events in addition 
to the 19,908 burden hours associated with the one-hour factual 
inquiry. In sum, the total annual increase in paperwork burden for all 
affected respondents to comply with the Rule 506(e) disclosure 
statement is estimated to be approximately 22,108 hours of company 
personnel time.
    Written comments are invited on: (a) Whether this proposed 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information will 
have practical utility; (b) the accuracy of the agency's estimate of 
the burden imposed by the collection of information; (c) ways to 
enhance the quality, utility, and clarity of the information collected; 
and (d) ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology. Consideration will 
be given to comments and suggestions submitted in writing within 60 
days of this publication.
    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.
    Please direct your written comment to 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: [email protected].

    Dated: April 11, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-07655 Filed 4-14-17; 8:45 am]
 BILLING CODE 8011-01-P

18188 Federal Register / Vol. 82, No. 72 / Monday, April 17, 2017 / Notices

III. Date of Effectiveness of the IV. Solicitation of Comments For the Commission, by the Division of
Proposed Rule Change and Timing for Trading and Markets, pursuant to delegated
Commission Action Interested persons are invited to authority.32
submit written data, views, and Eduardo A. Aleman,
Because the foregoing proposed rule arguments concerning the foregoing, Assistant Secretary.
change does not: (i) Significantly affect including whether the proposed rule [FR Doc. 2017–07637 Filed 4–14–17; 8:45 am]
the protection of investors or the public change is consistent with the Act. BILLING CODE 8011–01–P
interest; (ii) impose any significant Comments may be submitted by any of
burden on competition; and (iii) become the following methods:
operative for 30 days from the date on SECURITIES AND EXCHANGE
which it was filed, or such shorter time Electronic Comments COMMISSION
as the Commission may designate, it has • Use the Commission’s Internet
become effective pursuant to Section Proposed Collection; Comment
comment form (http://www.sec.gov/ Request
19(b)(3)(A)(iii) of the Act 27 and rules/sro.shtml); or
subparagraph (f)(6) of Rule 19b–4 Upon Written Request Copies Available
• Send an email to rule-comments@
thereunder.28 From: Securities and Exchange
sec.gov. Please include File Number SR–
A proposed rule change filed Commission, Office of FOIA Services,
Phlx–2017–27 on the subject line.
pursuant to Rule 19b–4(f)(6) under the 100 F Street NE., Washington, DC
Act 29 normally does not become Paper Comments 20549–2736
operative for 30 days after the date of its Extension:
• Send paper comments in triplicate Rule 506(e) of Regulation D Felons and
filing. However, Rule 19b–4(f)(6)(iii) 30
to Brent J. Fields, Secretary, Securities Other Bad Actors Disclosure Statements,
permits the Commission to designate a
and Exchange Commission, 100 F Street OMB Control No.3235–0704, SEC File
shorter time if such action is consistent
NE., Washington, DC 20549–1090. No. 270–654
with the protection of investors and the
public interest. The Exchange has asked All submissions should refer to File Notice is hereby given that, pursuant
the Commission to waive the 30-day Number SR–Phlx–2017–27. This file to the Paperwork Reduction Act of 1995
operative delay so that the proposal may number should be included on the (44 U.S.C. 3501 et seq.), the Securities
become operative immediately upon subject line if email is used. To help the and Exchange Commission
filing. The Commission believes that Commission process and review your (‘‘Commission’’) is soliciting comments
waiving the 30-day operative delay is on the collection of information
comments more efficiently, please use
consistent with the protection of summarized below. The Commission
only one method. The Commission will
plans to submit this existing
investors and the public interest as it post all comments on the Commission’s collection[s] of information to the Office
will allow the Exchange to implement Internet Web site (http://www.sec.gov/ of Management and Budget for
the proposed rule change by April 17, rules/sro.shtml). Copies of the extension and approval.
2017 in coordination with the other submission, all subsequent Rule 506(e) (17 CFR 230.506(e)) of
options exchanges. Accordingly, the amendments, all written statements Regulation D under the Securities Act of
Commission hereby waives the with respect to the proposed rule 1933 (15 U.S.C. 77a et seq.) requires the
operative delay and designates the change that are filed with the issuer to furnish to each purchaser, a
proposal operative upon filing.31 Commission, and all written reasonable time prior to sale, a
At any time within 60 days of the communications relating to the description in writing of any matters
filing of the proposed rule change, the proposed rule change between the that would have triggered
Commission summarily may Commission and any person, other than disqualification under Rule 506(d)(1) of
temporarily suspend such rule change if those that may be withheld from the Regulation D, but occurred before
it appears to the Commission that such public in accordance with the September 23, 2013. The disclosures
action is: (i) Necessary or appropriate in provisions of 5 U.S.C. 552, will be required by Rule 506(e) is not filed with
the public interest; (ii) for the protection available for Web site viewing and the Commission, but serves as an
of investors; or (iii) otherwise in printing in the Commission’s Public important investor protection tool to
furtherance of the purposes of the Act. Reference Room, 100 F Street NE., inform investors of an issuer’s and its
If the Commission takes such action, the Washington, DC 20549 on official covered persons, involvement in past
Commission shall institute proceedings business days between the hours of ‘‘bad actor’’ disqualifying events such as
to determine whether the proposed rule 10:00 a.m. and 3:00 p.m. Copies of such pre-existing criminal convictions, court
should be approved or disapproved. filing also will be available for injunctions, disciplinary proceedings,
and other sanctions enumerated in Rule
inspection and copying at the principal
506(d). Without the mandatory written
27 15 U.S.C. 78s(b)(3)(A)(iii). office of the Exchange. All comments
28 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
statement requirements set forth in Rule
received will be posted without change; 506(e), purchasers may have the
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the Commission does not edit personal impression that all bad actors are
the proposed rule change at least five business days identifying information from disqualified from participation in Rule
prior to the date of filing of the proposed rule submissions. You should submit only 506 offerings.
change, or such shorter time as designated by the
information that you wish to make We estimate there are 19,908
mstockstill on DSK30JT082PROD with NOTICES

Commission. The Exchange has satisfied this
requirement. available publicly. All submissions respondents that will conduct a one-
29 17 CFR 240.19b–4(f)(6). should refer to File Number SR–Phlx– hour factual inquiry to determine
30 17 CFR 240.19b–4(f)(6)(iii).
2017–27, and should be submitted on or whether the issuer and its covered
31 For purposes only of waiving the 30-day
before May 8, 2017. persons have had pre-existing
operative delay, the Commission has also
considered the proposed rule’s impact on disqualifying events before September
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f). 32 17 CFR 200.30–3(a)(12).

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Federal Register / Vol. 82, No. 72 / Monday, April 17, 2017 / Notices 18189

23, 2013. Of those 19,908 respondents, SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
we estimate that 220 respondents with COMMISSION Statement of the Purpose of, and the
disqualifying events will spend ten Statutory Basis for, the Proposed Rule
hours to prepare a disclosure statement [Release No. 34–80433; File No. SR– Change
describing the matters that would have NYSEMKT–2017–19] 1. Purpose
triggered disqualification under
The Exchange proposes to amend
506(d)(1) of Regulation D, except that Self-Regulatory Organizations; NYSE
certain of the initial and annual listing
these disqualifying events occurred MKT LLC; Notice of Filing and
fee provisions included in the Company
before September 23, 2013, the effective Immediate Effectiveness of Proposed Guide.
date of the Rule 506 amendments. An Rule Change Amending Certain of the The Exchange proposes to amend
estimated 2,200 burden hours are Initial and Annual Listing Fee Section 140 to provide an exemption
attributed to the 220 respondents with Provisions Included in the NYSE MKT from the initial listing fees for any
disqualifying events in addition to the Company Guide company listing within 36 months of
19,908 burden hours associated with the emergence from bankruptcy and that
April 11, 2017.
one-hour factual inquiry. In sum, the has not had a security listed on a
total annual increase in paperwork Pursuant to Section 19(b)(1) 1 of the national securities exchange during
burden for all affected respondents to Securities Exchange Act of 1934 (the such period. The Exchange believes that
comply with the Rule 506(e) disclosure ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 it is reasonable to waive the initial
statement is estimated to be notice is hereby given that, on March listing fees for an issuer listing within
approximately 22,108 hours of company 31, 2017, NYSE MKT LLC (the 36 months following emergence from
personnel time. ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with bankruptcy, so long as such issuer has
the Securities and Exchange not had a security listed on a national
Written comments are invited on: (a) securities exchange during such period,
Whether this proposed collection of Commission (the ‘‘Commission’’) the
proposed rule change as described in because this will incentivize such
information is necessary for the proper issuers to list their security on the
performance of the functions of the Items I, II, and III below, which Items
Exchange, which will result in
agency, including whether the have been prepared by the self-
increased transparency and liquidity
information will have practical utility; regulatory organization. The
with respect to the issuer’s security,
(b) the accuracy of the agency’s estimate Commission is publishing this notice to thereby benefiting investors. In this
of the burden imposed by the collection solicit comments on the proposed rule regard, the Exchange notes that the
of information; (c) ways to enhance the change from interested persons. issuer, like all other listing applicants,
quality, utility, and clarity of the I. Self-Regulatory Organization’s would be required to satisfy the
information collected; and (d) ways to Statement of the Terms of Substance of Exchange’s listings standards as well as
minimize the burden of the collection of the Proposed Rule Change the other governance requirements and
information on respondents, including standards that the Exchange requires of
through the use of automated collection The Exchange proposes to amend issuers listed on the Exchange. The
techniques or other forms of information certain of the initial and annual listing Exchange believes that limiting the
technology. Consideration will be given fee provisions included in the NYSE waiver to 36 months following
to comments and suggestions submitted MKT Company Guide (the ‘‘Company emergence from bankruptcy is
in writing within 60 days of this Guide’’). The proposed change is reasonable because, in the Exchange’s
available on the Exchange’s Web site at opinion, it is a period of time that is
publication.
www.nyse.com, at the principal office of sufficient for the issuer to proceed with
An agency may not conduct or its reorganization and meet the
sponsor, and a person is not required to the Exchange, and at the Commission’s
Exchange’s qualifications for listing.
respond to, a collection of information Public Reference Room. The Exchange proposes to amend
unless it displays a currently valid II. Self-Regulatory Organization’s Section 141 to provide a waiver of
control number. Statement of the Purpose of, and annual fees in relation to the first part
Please direct your written comment to Statutory Basis for, the Proposed Rule year of a company’s listing if the
Pamela Dyson, Director/Chief Change company is transferring its listing from
Information Officer, Securities and another national securities exchange.
In its filing with the Commission, the The Exchange notes that companies
Exchange Commission, c/o Remi Pavlik-
self-regulatory organization included transferring in mid-year will already
Simon, 100 F Street NE., Washington,
statements concerning the purpose of, have paid listing fees for that year to the
DC 20549 or send an email to: PRA_
and basis for, the proposed rule change exchange on which they were
Mailbox@sec.gov. previously listed and that the double
and discussed any comments it received
Dated: April 11, 2017. on the proposed rule change. The text payment the Exchange’s prorated
Eduardo A. Aleman, of those statements may be examined at annual fee imposes on them imposes a
Assistant Secretary. the places specified in Item IV below. significant financial burden and acts as
[FR Doc. 2017–07655 Filed 4–14–17; 8:45 am] The Exchange has prepared summaries, a disincentive to transferring.
set forth in sections A, B, and C below, The Exchange does not expect the
BILLING CODE 8011–01–P
financial impact of these two proposed
mstockstill on DSK30JT082PROD with NOTICES

of the most significant parts of such
amendments to be material in terms of
statements.
the level of listing fees collected from
issuers on the Exchange. Specifically,
the Exchange anticipates that only a
1 15 U.S.C. 78s(b)(1). very limited number of issuers will be
2 15 U.S.C. 78a. qualified and seek to list on the
3 17 CFR 240.19b–4. Exchange that are eligible to qualify for

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Document Created: 2018-08-25 11:26:46
Document Modified: 2018-08-25 11:26:46

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		82 FR 18188