82 FR 8962 - Agency Information Collection Activities; Submission for OMB Review; Comment Request; Rules 147(f)(1)(iii) and 147A(f)(1)(iii) Written Representations as to Purchaser Residency
SECURITIES AND EXCHANGE COMMISSION
Office of the Secretary Federal Register Volume 82, Issue 20 (February 1, 2017)
Office of the Secretary
Federal Register Volume 82, Issue 20 (February 1, 2017)
| Page Range | 8962-8963 | |
| FR Document | 2017-02099 |
[Federal Register Volume 82, Number 20 (Wednesday, February 1, 2017)] [Notices] [Pages 8962-8963] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-02099] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Office of the Secretary Agency Information Collection Activities; Submission for OMB Review; Comment Request; Rules 147(f)(1)(iii) and 147A(f)(1)(iii) Written Representations as to Purchaser Residency ACTION: Notice. ----------------------------------------------------------------------- SUMMARY: The Securities and Exchange Commission (``Commission'') has submitted two sponsored information collection requests (``ICRs'') to the Office of Management and Budget (``OMB'') for review and clearance in accordance with the Paperwork Reduction Act of 1995 \1\ (``PRA''). The first title is: ``Rule 147(f)(1)(iii) Written Representation as to Purchaser Residency.'' The second title is: ``Rule 147A(f)(1)(iii) Written Representation as to Purchaser Residency.'' OMB approval has been requested by April 20, 2017. --------------------------------------------------------------------------- \1\ Public Law 104-13, 44 U.S.C. 3501 et seq. ADDRESSES: A copy of these ICRs with applicable supporting documentation, including a description of the likely respondents, proposed frequency of response, and estimated total burden may be obtained free of charge from the RegInfo.gov Web site at http://www.reginfo.gov/public/do/PRAMain. ICR Reference Numbers 201701-3235-005 and 201701-3235-006 for Rules 147 and 147A, respectively. 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 C. Dyson, 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]. SUPPLEMENTARY INFORMATION: This request should serve to notify the public that the Commission is seeking PRA approval from OMB for the collections of information associated with the final rule amendments to Rule 147 \2\ and new Rule 147A \3\ under the Securities Act of 1933 \4\ (``Securities Act'') that were adopted by the Commission on October 26, 2016.\5\ --------------------------------------------------------------------------- \2\ 17 CFR 230.147. \3\ 17 CFR 230.147A. \4\ 15 U.S.C. 77a et seq. \5\ See Release No. 33-10238 (Oct. 26, 2016) [81 FR 83494]. New Rule 147A and the amendment to Rule 147 will be effective on April 20, 2017. --------------------------------------------------------------------------- As adopted, both Rule 147(f)(1)(iii) and new Rule 147A(f)(1)(iii) will require the issuer to obtain from the purchaser a written representation as to the purchaser's residency. In the Proposing Release, the Commission had proposed eliminating the requirement in Rule 147. In response to comments received on the Proposing Release, the Commission decided not to eliminate the requirement in Rule 147 and instead adopted an identical requirement in new Rule 147A(f)(1)(iii).\6\ The representation is not required to be presented in any particular format, although it must be in writing. Representations obtained by the issuer are not required to be kept confidential, and there is no mandatory retention period. --------------------------------------------------------------------------- \6\ Id. --------------------------------------------------------------------------- We anticipate that the requirement for issuers to obtain a written representation from each purchaser as to his or her residence, as required under Rule 147(f)(1)(iii) and Rule 147A(f)(1)(iii), could result in somewhat higher compliance costs for issuers to meet these requirements in order to sell securities in an exempt intrastate offering. For purposes of the PRA, for each of Rule 147 and Rule 147A, we estimate that the total annual paperwork burden for all affected issuers arising from this collection of information requirement will be approximately 175 hours of issuer (company) personnel time and approximately $70,000 for the services of outside professionals. We anticipate that the written representation required by purchasers, including the obligation to determinate the state or territory of their residence, as required under Rule 147(f)(1)(iii) and Rule 147A(f)(1)(iii), will result in a burden incurred by purchasers in order to purchase securities in an exempt intrastate offering. For purposes of the PRA, for each of Rule 147 and Rule 147A, we estimate that the total annual paperwork burden for all affected purchasers arising from this collection of information requirements will be approximately 1,750 hours of purchaser time and no cost incurred for the services of outside professionals. In deriving our estimates, we assume that:Approximately 700 issuers \7\ will conduct a Rule 147 and Rule 147A offering each year, respectively, and each issuer will spend an average of fifteen minutes to obtain and collect the written representation from each purchaser in the offering as to his or her state or territory of residence, resulting [[Page 8963]] in 175 issuer burden hours (annual) for each exemption; --------------------------------------------------------------------------- \7\ We rely upon the number of offerings under Rules 504 and 505 of Regulation D for the year ended December 31, 2015 as a proxy for the average annual number of offerings under Rule 147 and new Rule 147A. Based on staff analysis of Form D filings, there were 519 new Form D filings reporting reliance on Rule 504 and 179 new Form D filings reporting reliance on Rule 505 in 2015. See Figure 1 in Section V.A.1, above. For purposes of these PRA estimates, we estimate that an average of 700 issuers will conduct a Rule 147 and new Rule 147A offering each year, respectively. --------------------------------------------------------------------------- Each of the approximately 700 issuers will retain outside professional firms to spend an average of fifteen minutes helping the issuer comply with this requirement to obtain and collect the written statement of residency from each purchaser in the offering at an average cost of $400 per hour, resulting in a cost of $100 per issuer and an aggregate of $70,000 (annual) for issuers for each exemption; Each Rule 147 and Rule 147A offering will have an average of approximately 10 purchasers of securities, resulting in approximately 7,000 purchasers per year for each exemption; and Each purchaser in a Rule 147 and Rule 147A offering will spend an average of approximately fifteen minutes preparing a written statement of residency to provide to the issuer and will incur no cost for the services of outside professionals to satisfy this requirement, resulting in an aggregate of 2.5 hours of purchaser time per offering and purchaser burden hours of 1,750 (annual) for each exemption. These information collections are subject to the PRA. A federal agency generally cannot conduct or sponsor a collection of information, and the public is generally not required to respond to an information collection, unless it is approved by the OMB under the PRA and displays a currently valid OMB Control Number. In addition, notwithstanding any other provisions of law, no person shall generally be subject to penalty for failing to comply with a collection of information if the collection of information does not display a valid OMB Control Number.\8\ The SEC is seeking OMB approval for these information collections under OMB ICR Reference Numbers 201701-3235-005 and 201701- 3235-006 for Rules 147 and 147A, respectively. --------------------------------------------------------------------------- \8\ See 5 CFR 1320.5(a) and 1320.6. --------------------------------------------------------------------------- Interested parties are encouraged to send comments to the OMB, Office of Information and Regulatory Affairs at the address shown in the ADDRESSES section within 30 days of publication of this notice in the Federal Register. In order to help ensure appropriate consideration, comments should reference OMB ICR Reference 201701-3235- 005 and 201701-3235-006 for Rules 147 and 147A, respectively. The OMB is particularly interested in comments that: Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; Evaluate the accuracy of the agency's estimate of the burden of the proposed collection of information, including the validity of the methodology and assumptions used; Enhance the quality, utility, and clarity of the information to be collected; and Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, e.g., permitting electronic submission of responses. January 23, 2016. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-02099 Filed 1-31-17; 8:45 am] BILLING CODE 8011-01-P
![8962 Federal Register / Vol. 82, No. 20 / Wednesday, February 1, 2017 / Notices
ESTIMATE OF ANNUAL RESPONDENT BURDEN
Annual Time Burden
Form No. responses (minutes) (hours)
G–254 .......................................................................................................................................... 1,500 5–35 623
G–254A ........................................................................................................................................ 1,500 5 125
RL–8A .......................................................................................................................................... 400 15 100
Total ...................................................................................................................................... 3,400 ........................ 848
Additional Information or Comments: RegInfo.gov Web site at http:// We anticipate that the requirement for
To request more information or to www.reginfo.gov/public/do/PRAMain. issuers to obtain a written
obtain a copy of the information ICR Reference Numbers 201701– representation from each purchaser as to
collection justification, forms, and/or 3235–005 and 201701–3235–006 for his or her residence, as required under
supporting material, contact Dana Rules 147 and 147A, respectively. Rule 147(f)(1)(iii) and Rule
Hickman at (312) 751–4981 or Comments should be directed to: (i) 147A(f)(1)(iii), could result in somewhat
Dana.Hickman@RRB.GOV. Comments Desk Officer for the Securities and higher compliance costs for issuers to
regarding the information collection Exchange Commission, Office of meet these requirements in order to sell
should be addressed to Brian Foster, Information and Regulatory Affairs, securities in an exempt intrastate
Railroad Retirement Board, 844 North Office of Management and Budget, offering. For purposes of the PRA, for
Rush Street, Chicago, Illinois 60611– Room 10102, New Executive Office each of Rule 147 and Rule 147A, we
1275 or emailed to Brian.Foster@rrb.gov. Building, Washington, DC 20503, or by estimate that the total annual paperwork
Written comments should be received sending an email to: Shagufta_Ahmed@ burden for all affected issuers arising
within 60 days of this notice. omb.eop.gov; and (ii) Pamela C. Dyson, from this collection of information
Brian D. Foster, Chief Information Officer, Securities requirement will be approximately 175
and Exchange Commission, c/o Remi hours of issuer (company) personnel
Clearance Officer.
Pavlik-Simon, 100 F Street NE., time and approximately $70,000 for the
[FR Doc. 2017–02064 Filed 1–31–17; 8:45 am]
Washington, DC 20549 or send an email services of outside professionals. We
BILLING CODE 7905–01–P
to: PRA_Mailbox@sec.gov. anticipate that the written
SUPPLEMENTARY INFORMATION: This representation required by purchasers,
request should serve to notify the public including the obligation to determinate
SECURITIES AND EXCHANGE that the Commission is seeking PRA the state or territory of their residence,
COMMISSION approval from OMB for the collections as required under Rule 147(f)(1)(iii) and
of information associated with the final Rule 147A(f)(1)(iii), will result in a
Office of the Secretary rule amendments to Rule 147 2 and new burden incurred by purchasers in order
Rule 147A 3 under the Securities Act of to purchase securities in an exempt
Agency Information Collection intrastate offering. For purposes of the
1933 4 (‘‘Securities Act’’) that were
Activities; Submission for OMB PRA, for each of Rule 147 and Rule
adopted by the Commission on October
Review; Comment Request; Rules 147A, we estimate that the total annual
26, 2016.5
147(f)(1)(iii) and 147A(f)(1)(iii) Written paperwork burden for all affected
As adopted, both Rule 147(f)(1)(iii)
Representations as to Purchaser purchasers arising from this collection
and new Rule 147A(f)(1)(iii) will require
Residency of information requirements will be
the issuer to obtain from the purchaser
a written representation as to the approximately 1,750 hours of purchaser
ACTION: Notice.
purchaser’s residency. In the Proposing time and no cost incurred for the
SUMMARY: The Securities and Exchange Release, the Commission had proposed services of outside professionals.
Commission (‘‘Commission’’) has eliminating the requirement in Rule In deriving our estimates, we assume
submitted two sponsored information 147. In response to comments received that:
collection requests (‘‘ICRs’’) to the on the Proposing Release, the • Approximately 700 issuers 7 will
Office of Management and Budget Commission decided not to eliminate conduct a Rule 147 and Rule 147A
(‘‘OMB’’) for review and clearance in the requirement in Rule 147 and instead offering each year, respectively, and
accordance with the Paperwork adopted an identical requirement in each issuer will spend an average of
Reduction Act of 1995 1 (‘‘PRA’’). The new Rule 147A(f)(1)(iii).6 The fifteen minutes to obtain and collect the
first title is: ‘‘Rule 147(f)(1)(iii) Written representation is not required to be written representation from each
Representation as to Purchaser presented in any particular format, purchaser in the offering as to his or her
Residency.’’ The second title is: ‘‘Rule although it must be in writing. state or territory of residence, resulting
147A(f)(1)(iii) Written Representation as Representations obtained by the issuer
to Purchaser Residency.’’ OMB approval are not required to be kept confidential, 7 We rely upon the number of offerings under
has been requested by April 20, 2017. and there is no mandatory retention Rules 504 and 505 of Regulation D for the year
ADDRESSES: A copy of these ICRs with period. ended December 31, 2015 as a proxy for the average
sradovich on DSK3GMQ082PROD with NOTICES
applicable supporting documentation, annual number of offerings under Rule 147 and new
Rule 147A. Based on staff analysis of Form D
including a description of the likely 2 17 CFR 230.147.
filings, there were 519 new Form D filings reporting
3 17 CFR 230.147A.
respondents, proposed frequency of reliance on Rule 504 and 179 new Form D filings
4 15 U.S.C. 77a et seq.
response, and estimated total burden 5 See Release No. 33–10238 (Oct. 26, 2016) [81 FR
reporting reliance on Rule 505 in 2015. See Figure
may be obtained free of charge from the 1 in Section V.A.1, above. For purposes of these
83494]. New Rule 147A and the amendment to Rule PRA estimates, we estimate that an average of 700
147 will be effective on April 20, 2017. issuers will conduct a Rule 147 and new Rule 147A
1 Public Law 104–13, 44 U.S.C. 3501 et seq. 6 Id. offering each year, respectively.
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![Federal Register / Vol. 82, No. 20 / Wednesday, February 1, 2017 / Notices 8963
in 175 issuer burden hours (annual) for whether the information will have institute proceedings to determine
each exemption; practical utility; whether to disapprove the proposed
• Each of the approximately 700 • Evaluate the accuracy of the rule change.5 On September 15, 2016,
issuers will retain outside professional agency’s estimate of the burden of the the Exchange filed Amendment No. 1 to
firms to spend an average of fifteen proposed collection of information, the proposed rule change, which
minutes helping the issuer comply with including the validity of the replaced the original filing in its
this requirement to obtain and collect methodology and assumptions used; entirety.6 On November 1, 2016, the
the written statement of residency from • Enhance the quality, utility, and Commission instituted proceedings
each purchaser in the offering at an clarity of the information to be under Section 19(b)(2)(B) of the Act 7 to
average cost of $400 per hour, resulting collected; and determine whether to approve or
in a cost of $100 per issuer and an • Minimize the burden of the disapprove the proposed rule change.8
aggregate of $70,000 (annual) for issuers collection of information on those who On November 23, 2016, the Exchange
for each exemption; are to respond, including through the filed Amendment No. 2 to the proposed
• Each Rule 147 and Rule 147A use of appropriate automated, rule change.9 On January 24, 2017, the
offering will have an average of electronic, mechanical, or other Exchange filed Amendment No. 3 to the
approximately 10 purchasers of technological collection techniques or proposed rule change.10 The
securities, resulting in approximately other forms of information technology, Commission received no comments on
7,000 purchasers per year for each e.g., permitting electronic submission of the proposed rule change. This order
exemption; and responses. approves the proposed rule change, as
• Each purchaser in a Rule 147 and January 23, 2016. modified by Amendments No. 1, No. 2,
Rule 147A offering will spend an and No. 3.
Eduardo A. Aleman,
average of approximately fifteen
minutes preparing a written statement Assistant Secretary. II. The Exchange’s Description of the
of residency to provide to the issuer and [FR Doc. 2017–02099 Filed 1–31–17; 8:45 am] Proposal 11
will incur no cost for the services of BILLING CODE 8011–01–P The Exchange proposes to list and
outside professionals to satisfy this trade the Shares under NYSE Arca
requirement, resulting in an aggregate of
2.5 hours of purchaser time per offering SECURITIES AND EXCHANGE 5 See Securities Exchange Act Release No. 78840,
and purchaser burden hours of 1,750 COMMISSION 81 FR 64552 (September 20, 2016). The
(annual) for each exemption. Commission designated November 1, 2016, as the
[Release No. 34–79885; File No. SR– date by which the Commission shall either approve
These information collections are NYSEArca–2016–100] or disapprove, or institute proceedings to determine
subject to the PRA. A federal agency whether to disapprove, the proposed rule change.
generally cannot conduct or sponsor a Self-Regulatory Organizations; NYSE 6 In Amendment No. 1, the Exchange: (1) Revised
collection of information, and the public Arca, Inc.; Order Approving a the description of the Fund’s principal investments
is generally not required to respond to Proposed Rule Change, as Modified by and (2) made other technical amendments.
Amendment No. 1 is available at https://
an information collection, unless it is Amendments No. 1, No. 2, and No. 3, www.sec.gov/comments/sr-nysearca-2016-100/
approved by the OMB under the PRA To List and Trade Shares of the nysearca2016100-1.pdf. Because Amendment No. 1
and displays a currently valid OMB Direxion Daily Municipal Bond Taxable does not materially alter the substance of the
Control Number. In addition, Bear 1X Fund Under NYSE Arca proposed rule change or raise unique or novel
regulatory issues, Amendment No. 1 is not subject
notwithstanding any other provisions of Equities Rule 5.2(j)(3) to notice and comment.
law, no person shall generally be subject 7 15 U.S.C. 78s(b)(2)(B).
January 26, 2017.
to penalty for failing to comply with a 8 See Securities Exchange Act Release No. 79211
collection of information if the I. Introduction (November 7, 2016), 81 FR 78231.
9 In Amendment No. 2, the Exchange clarified
collection of information does not On July 13, 2016, NYSE Arca, Inc. how securities would be valued and made certain
display a valid OMB Control Number.8 (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed technical amendments. Amendment No. 2 is
The SEC is seeking OMB approval for with the Securities and Exchange available at https://www.sec.gov/comments/sr-
these information collections under Commission (‘‘Commission’’), pursuant nysearca-2016-100/nysearca2016100-2.pdf. Because
OMB ICR Reference Numbers 201701– Amendment No. 2 does not materially alter the
to Section 19(b)(1) of the Securities substance of the proposed rule change or raise
3235–005 and 201701–3235–006 for Exchange Act of 1934 (‘‘Act’’ or unique or novel regulatory issues, Amendment No.
Rules 147 and 147A, respectively. ‘‘Exchange Act’’) 1 and Rule 19b–4 2 is not subject to notice and comment.
Interested parties are encouraged to thereunder,2 a proposed rule change to 10 In Amendment No. 3, the Exchange corrected
send comments to the OMB, Office of list and trade shares (‘‘Shares’’) of the
the name of the municipal bond index from which
Information and Regulatory Affairs at the Index constituents are derived, and clarified
Direxion Daily Municipal Bond Taxable that individual issuers that represent at least 5% of
the address shown in the ADDRESSES Bear 1X Fund (‘‘Fund’’), a series of the the weight of the Index cannot account for more
section within 30 days of publication of Direxion Shares ETF Trust (‘‘Trust’’). than 50% of the weight of the Index in the
this notice in the Federal Register. In The proposed rule change was
aggregate. Amendment No. 3 is available at https://
order to help ensure appropriate www.sec.gov/comments/sr-nysearca-2016-100/
published for comment in the Federal nysearca2016100-1528182-131062.pdf. Because
consideration, comments should Register on August 3, 2016.3 On Amendment No. 3 does not materially alter the
reference OMB ICR Reference 201701– September 14, 2016, pursuant to Section substance of the proposed rule change or raise
3235–005 and 201701–3235–006 for 19(b)(2) of the Act,4 the Commission
unique or novel regulatory issues, Amendment No.
Rules 147 and 147A, respectively. The 3 is not subject to notice and comment.
designated a longer period within which 11 Additional information regarding the Trust, the
sradovich on DSK3GMQ082PROD with NOTICES
OMB is particularly interested in to approve the proposed rule change, Fund, the underlying index, and the Shares,
comments that: disapprove the proposed rule change, or including investment strategies, risks, creation and
• Evaluate whether the proposed redemption procedures, fees, portfolio holdings,
collection of information is necessary 1 15 U.S.C. 78s(b)(1).
disclosure policies, calculation of the NAV,
for the proper performance of the distributions, and taxes, among other things, can be
2 17 CFR 240.19b–4. found in Amendment No. 1, supra note 6,
functions of the agency, including 3 See Securities Exchange Act Release No. 78433
Amendment No. 2, supra note 9, Amendment No.
(July 28, 2016), 81 FR 51241. 3, supra note 10, and the Registration Statement,
8 See 5 CFR 1320.5(a) and 1320.6. 4 15 U.S.C. 78s(b)(2). infra note 13.
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Document Created: 2017-02-01 00:06:10
Document Modified: 2017-02-01 00:06:10
| 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 | |
| Action | Notice. | |
| FR Citation | 82 FR 8962 |
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