82 FR 57316 - Proposed Collection; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 231 (December 4, 2017)

Page Range		57316-57317
FR Document		2017-25976
Federal Register, Volume 82 Issue 231 (Monday, December 4, 2017)
[Federal Register Volume 82, Number 231 (Monday, December 4, 2017)]
[Notices]
[Pages 57316-57317]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-25976]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-86; OMB Control No. 3235-0080]


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 12d2-2 and Form 25.

    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 collections 
of information summarized below. The Commission plans to submit these 
existing collections of information to the Office of Management and 
Budget for extension and approval for Rule 12d2-2 (17 CFR 240.12d2-2) 
and Form 25 (17 CFR 249.25) Removal and Notification of Removal from 
Listing and/or Registration.
    On February 12, 1935, the Commission adopted Rule 12d2-2,\1\ and 
Form 25 under the Securities Exchange Act of 1934 (15 U.S.C. 78b et 
seq.) (``Act''), to establish the conditions and procedures under which 
a security may be delisted from an exchange and withdrawn from 
registration under Section 12(b) of the Act.\2\ The Commission adopted 
amendments to Rule 12d2-2 and Form 25 in 2005.\3\ Under the amended 
Rule 12d2-2, all issuers and national securities exchanges seeking to 
delist and deregister a security in accordance with the rules of an 
exchange must file the adopted version of Form 25 with the Commission. 
The Commission also adopted amendments to Rule 19d-1 under the Act to 
require exchanges to file the adopted version of Form 25 as notice to 
the Commission under Section 19(d) of the Act. Finally, the Commission 
adopted amendments to exempt standardized options and security futures 
products from Section 12(d) of the Act. These amendments are intended 
to simplify the paperwork and procedure associated with a delisting and 
to unify general rules and procedures relating to the delisting 
process.
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    \1\ See Securities Exchange Act Release No. 98 (February 12, 
1935).
    \2\ See Securities Exchange Act Release No. 7011 (February 5, 
1963), 28 FR 1506 (February 16, 1963).
    \3\ See Securities Exchange Act Release No. 52029 (July 14, 
2005), 70 FR 42456 (July 22, 2005).
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    The Form 25 is useful because it informs the Commission that a 
security previously traded on an exchange is no longer traded. In 
addition, the Form 25 enables the Commission to verify that the 
delisting and/or deregistration has occurred in accordance with the 
rules of the exchange. Further, the Form 25 helps to focus the 
attention of delisting issuers to make sure that they abide by the 
proper procedural and notice requirements associated with a delisting 
and/or a deregistration. Without Rule 12d2-2 and the Form 25, as 
applicable, the Commission would be unable to fulfill its statutory 
responsibilities.
    There are 21 national securities exchanges that could possibly be 
respondents complying with the requirements of the Rule and Form 25.\4\

[[Page 57317]]

The burden of complying with Rule 12d2-2 and Form 25 is not evenly 
distributed among the exchanges, however, since there are many more 
securities listed on the New York Stock Exchange, the NASDAQ Stock 
Market, and NYSE American than on the other exchanges. However, for 
purposes of this filing, the Commission staff has assumed that the 
number of responses is evenly divided among the exchanges. Since 
approximately 800 responses under Rule 12d2-2 and Form 25 for the 
purpose of delisting and/or deregistration of equity securities are 
received annually by the Commission from the national securities 
exchanges, the resultant aggregate annual reporting hour burden would 
be, assuming on average one hour per response, 800 annual burden hours 
for all exchanges (21 exchanges x an average of 38.1 responses per 
exchange x 1 hour per response). In addition, since approximately 100 
responses are received by the Commission annually from issuers wishing 
to remove their securities from listing and registration on exchanges, 
the Commission staff estimates that the aggregate annual reporting hour 
burden on issuers would be, assuming on average one reporting hour per 
response, 100 annual burden hours for all issuers (100 issuers x 1 
response per issuer x 1 hour per response). Accordingly, the total 
annual hour burden for all respondents to comply with Rule 12d2-2 is 
900 hours (800 hours for exchanges + 100 hours for issuers). The 
related internal cost of compliance associated with these burden hours 
is $188,400 ($157,000 for exchanges ($196.25 per response x 800 
responses) and $31,400 for issuers ($314 per response x 100 
responses)).
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    \4\ The staff notes that a few of these 21 registered national 
securities exchanges only have rules to permit the listing of 
standardized options, which are exempt from Rule 12d2-2 under the 
Act. Nevertheless, the staff counted national securities exchanges 
that can only list options as potential respondents because these 
exchanges could potentially adopt new rules, subject to Commission 
approval under Section 19(b) of the Act, to list and trade equity 
and other securities that have to comply with Rule 12d2-2 under the 
Act. Notice registrants that are registered as national securities 
exchanges solely for the purposes of trading securities futures 
products have not been counted since, as noted above, securities 
futures products are exempt from complying with Rule 12d-2-2 under 
the Act and therefore do not have to file Form 25.
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    Written comments are invited on: (a) Whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information 
shall have practical utility; (b) the accuracy of the Commission's 
estimates of the burden of the proposed 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 under the PRA unless it 
displays a currently valid OMB control number.
    Please direct your written comments 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: November 28, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-25976 Filed 12-1-17; 8:45 am]
BILLING CODE 8011-01-P
57316 Federal Register / Vol. 82, No. 231 / Monday, December 4, 2017 / Notices

C. Self-Regulatory Organization’s communications relating to the On February 12, 1935, the
Statement on Comments on the proposed rule change between the Commission adopted Rule 12d2–2,1 and
Proposed Rule Change Received From Commission and any person, other than Form 25 under the Securities Exchange
Members, Participants, or Others those that may be withheld from the Act of 1934 (15 U.S.C. 78b et seq.)
The Exchange neither solicited nor public in accordance with the (‘‘Act’’), to establish the conditions and
received comments on the proposed provisions of 5 U.S.C. 552, will be procedures under which a security may
rule change. available for Web site viewing and be delisted from an exchange and
printing in the Commission’s Public withdrawn from registration under
III. Date of Effectiveness of the Reference Room, 100 F Street NE., Section 12(b) of the Act.2 The
Proposed Rule Change and Timing for Washington, DC 20549, on official Commission adopted amendments to
Commission Action business days between the hours of Rule 12d2–2 and Form 25 in 2005.3
The foregoing rule change has become 10:00 a.m. and 3:00 p.m. Copies of the Under the amended Rule 12d2–2, all
effective pursuant to Section 19(b)(3)(A) filing also will be available for issuers and national securities
of the Act 17 and paragraph (f) of Rule inspection and copying at the principal exchanges seeking to delist and
19b–4 18 thereunder. At any time within office of the Exchange. All comments deregister a security in accordance with
60 days of the filing of the proposed rule received will be posted without change. the rules of an exchange must file the
change, the Commission summarily may Persons submitting comments are adopted version of Form 25 with the
temporarily suspend such rule change if cautioned that we do not redact or edit Commission. The Commission also
it appears to the Commission that such personal identifying adopted amendments to Rule 19d–1
action is necessary or appropriate in the information from comment under the Act to require exchanges to
public interest, for the protection of submissions. You should submit only file the adopted version of Form 25 as
investors, or otherwise in furtherance of information that you wish to make notice to the Commission under Section
the purposes of the Act. If the available publicly. All submissions 19(d) of the Act. Finally, the
Commission takes such action, the should refer to File No. SR–CBOE– Commission adopted amendments to
Commission will institute proceedings 2017–074, and should be submitted on exempt standardized options and
to determine whether the proposed rule or before December 26, 2017. security futures products from Section
change should be approved or 12(d) of the Act. These amendments are
For the Commission, by the Division of
disapproved. Trading and Markets, pursuant to delegated
intended to simplify the paperwork and
authority.19 procedure associated with a delisting
IV. Solicitation of Comments and to unify general rules and
Eduardo A. Aleman,
Interested persons are invited to procedures relating to the delisting
Assistant Secretary.
submit written data, views, and process.
arguments concerning the foregoing, [FR Doc. 2017–25987 Filed 12–1–17; 8:45 am] The Form 25 is useful because it
including whether the proposed rule BILLING CODE 8011–01–P informs the Commission that a security
change is consistent with the Act. previously traded on an exchange is no
Comments may be submitted by any of longer traded. In addition, the Form 25
the following methods: SECURITIES AND EXCHANGE enables the Commission to verify that
COMMISSION the delisting and/or deregistration has
Electronic Comments
occurred in accordance with the rules of
• Use the Commission’s Internet [SEC File No. 270–86; OMB Control No.
the exchange. Further, the Form 25
3235–0080]
comment form (http://www.sec.gov/ helps to focus the attention of delisting
rules/sro.shtml); or Proposed Collection; Comment issuers to make sure that they abide by
• Send an email to rule-comments@ the proper procedural and notice
Request
sec.gov. Please include File No. SR– requirements associated with a delisting
CBOE–2017–074 on the subject line. Upon Written Request, Copies Available and/or a deregistration. Without Rule
Paper Comments From: Securities and Exchange 12d2–2 and the Form 25, as applicable,
Commission, Office of FOIA Services, the Commission would be unable to
• Send paper comments in triplicate 100 F Street NE., Washington, DC fulfill its statutory responsibilities.
to Secretary, Securities and Exchange 20549–2736 There are 21 national securities
Commission, 100 F Street NE., exchanges that could possibly be
Extension:
Washington, DC 20549–1090. respondents complying with the
Rule 12d2–2 and Form 25.
All submissions should refer to File No. requirements of the Rule and Form 25.4
SR–CBOE–2017–074. This file number Notice is hereby given that pursuant
should be included on the subject line to the Paperwork Reduction Act of 1995 1 See Securities Exchange Act Release No. 98

if email is used. To help the (44 U.S.C. 3501 et seq.), the Securities (February 12, 1935).
Commission process and review your and Exchange Commission 2 See Securities Exchange Act Release No. 7011

comments more efficiently, please use (‘‘Commission’’) is soliciting comments (February 5, 1963), 28 FR 1506 (February 16, 1963).
3 See Securities Exchange Act Release No. 52029
only one method. The Commission will on the collections of information
(July 14, 2005), 70 FR 42456 (July 22, 2005).
post all comments on the Commission’s summarized below. The Commission 4 The staff notes that a few of these 21 registered

Internet Web site (http://www.sec.gov/ plans to submit these existing national securities exchanges only have rules to
rules/sro.shtml). Copies of the collections of information to the Office permit the listing of standardized options, which
of Management and Budget for are exempt from Rule 12d2–2 under the Act.
sradovich on DSK3GMQ082PROD with NOTICES

submission, all subsequent Nevertheless, the staff counted national securities
amendments, all written statements extension and approval for Rule 12d2–
exchanges that can only list options as potential
with respect to the proposed rule 2 (17 CFR 240.12d2–2) and Form 25 (17 respondents because these exchanges could
change that are filed with the CFR 249.25) Removal and Notification potentially adopt new rules, subject to Commission
Commission, and all written of Removal from Listing and/or approval under Section 19(b) of the Act, to list and
Registration. trade equity and other securities that have to
comply with Rule 12d2–2 under the Act. Notice
17 15 U.S.C. 78s(b)(3)(A). registrants that are registered as national securities
18 17 CFR 240.19b–4(f). 19 17 CFR 200.30–3(a)(12). exchanges solely for the purposes of trading

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Federal Register / Vol. 82, No. 231 / Monday, December 4, 2017 / Notices 57317

The burden of complying with Rule writing within 60 days of this II. Self-Regulatory Organization’s
12d2–2 and Form 25 is not evenly publication. Statement of the Purpose of, and
distributed among the exchanges, An agency may not conduct or Statutory Basis for, the Proposed Rule
however, since there are many more sponsor, and a person is not required to Change
securities listed on the New York Stock respond to, a collection of information In its filing with the Commission, the
Exchange, the NASDAQ Stock Market, under the PRA unless it displays a Exchange included statements
and NYSE American than on the other currently valid OMB control number. concerning the purpose of and basis for
exchanges. However, for purposes of the proposed rule change and discussed
this filing, the Commission staff has Please direct your written comments
any comments it received on the
assumed that the number of responses is to: Pamela Dyson, Director/Chief
proposed rule change. The text of these
evenly divided among the exchanges. Information Officer, Securities and statements may be examined at the
Since approximately 800 responses Exchange Commission, c/o Remi Pavlik- places specified in Item IV below. The
under Rule 12d2–2 and Form 25 for the Simon, 100 F Street NE., Washington, Exchange has prepared summaries, set
purpose of delisting and/or DC 20549, or send an email to: PRA_ forth in sections A, B, and C below, of
deregistration of equity securities are Mailbox@sec.gov. the most significant aspects of such
received annually by the Commission Dated: November 28, 2017. statements.
from the national securities exchanges,
Eduardo A. Aleman, A. Self-Regulatory Organization’s
the resultant aggregate annual reporting
hour burden would be, assuming on Assistant Secretary. Statement of the Purpose of, and the
average one hour per response, 800 [FR Doc. 2017–25976 Filed 12–1–17; 8:45 am] Statutory Basis for, the Proposed Rule
annual burden hours for all exchanges BILLING CODE 8011–01–P Change
(21 exchanges × an average of 38.1 1. Purpose
responses per exchange × 1 hour per
SECURITIES AND EXCHANGE The Exchange proposes to amend its
response). In addition, since
COMMISSION Fees Schedule to clarify how the ORF is
approximately 100 responses are
assessed and collected.
received by the Commission annually
from issuers wishing to remove their [Release No. 34–82163; File No. SR–C2– Background
securities from listing and registration 2017–031] The ORF was established in August
on exchanges, the Commission staff 2012.3 The ORF is assessed by the
estimates that the aggregate annual Self-Regulatory Organizations; Cboe Exchange to each Permit Holder for
reporting hour burden on issuers would C2 Exchange, Inc.; Notice of Filing and options transactions executed or cleared
be, assuming on average one reporting Immediate Effectiveness of a Proposed by the Permit Holder that are cleared by
hour per response, 100 annual burden Rule Change To Clarify How the The Options Clearing Corporation
hours for all issuers (100 issuers × 1 Options Regulatory Fee is Assessed (‘‘OCC’’) in the customer range (i.e.,
response per issuer × 1 hour per and Collected transactions that clear in a customer
response). Accordingly, the total annual account at OCC) regardless of the
hour burden for all respondents to November 28, 2017.
exchange on which the transaction
comply with Rule 12d2–2 is 900 hours Pursuant to Section 19(b)(1) of the occurs.
(800 hours for exchanges + 100 hours Securities Exchange Act of 1934 (the The ORF is designed to recover a
for issuers). The related internal cost of ‘‘Act’’),1 and Rule 19b–4 thereunder,2 material portion of the costs to the
compliance associated with these notice is hereby given that on November Exchange of the supervision and
burden hours is $188,400 ($157,000 for 16, 2017, Cboe C2 Exchange, Inc. (the regulation of Permit Holder customer
exchanges ($196.25 per response × 800 ‘‘Exchange’’ or ‘‘C2’’) filed with the options business, including performing
responses) and $31,400 for issuers ($314 Securities and Exchange Commission routine surveillances, investigations,
per response × 100 responses)). (the ‘‘Commission’’) the proposed rule examinations, financial monitoring, as
Written comments are invited on: (a) change as described in Items I, II, and well as policy, rulemaking, interpretive
Whether the proposed collection of III below, which Items have been and enforcement activities.4 The
information is necessary for the proper prepared by the Exchange. The Exchange believes that revenue
performance of the functions of the Commission is publishing this notice to generated from the ORF, when
Commission, including whether the solicit comments on the proposed rule combined with all of the Exchange’s
information shall have practical utility; change from interested persons. other regulatory fees and fines, will
(b) the accuracy of the Commission’s cover a material portion, but not all, of
estimates of the burden of the proposed I. Self-Regulatory Organization’s the Exchange’s regulatory costs.
collection of information; (c) ways to Statement of the Terms of Substance of The Exchange monitors the amount of
enhance the quality, utility, and clarity the Proposed Rule Change revenue collected from the ORF to
of the information collected; and (d) ensure that it, in combination with its
ways to minimize the burden of the The Exchange proposes to amend its other regulatory fees and fines, does not
collection of information on Fees Schedule relating to the Options exceed the Exchange’s total regulatory
respondents, including through the use Regulatory Fee (‘‘ORF’’).
of automated collection techniques or The text of the proposed rule change 3 See Securities Exchange Act Release No. 67596

other forms of information technology. is also available on the Exchange’s Web (August 6, 2012), 77 FR 47902 (August 10, 2012)
sradovich on DSK3GMQ082PROD with NOTICES

Consideration will be given to (the ‘‘Original ORF Filing’’).
site (http://www.c2exchange.com/ 4 The Exchange notes that its regulatory
comments and suggestions submitted in Legal/), at the Exchange’s Office of the responsibilities with respect to TPH compliance
Secretary, and at the Commission’s with options sales practice rules have largely been
securities futures products have not been counted Public Reference Room. allocated to FINRA under a 17d–2 agreement. The
since, as noted above, securities futures products ORF is not designed to cover the cost of that options
are exempt from complying with Rule 12d–2–2 sales practice regulation. See Securities Exchange
1 15 U.S.C. 78s(b)(1).
under the Act and therefore do not have to file Act Release No. 76309 (October 29, 2015), 80 FR
Form 25. 2 17 CFR 240.19b–4. 68361 (November 4, 2015).

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Document Created: 2017-12-02 00:40:28
Document Modified: 2017-12-02 00:40:28
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 57316