83 FR 4946 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 23 (February 2, 2018)

Page Range		4946-4947
FR Document		2018-02115
Federal Register, Volume 83 Issue 23 (Friday, February 2, 2018)
[Federal Register Volume 83, Number 23 (Friday, February 2, 2018)]
[Notices]
[Pages 4946-4947]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-02115]


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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 
20549-2736

Extension:
    Rule 12d2-2 and Form 25, SEC File No. 270-86, OMB Control No. 
3235-0080

    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'') has submitted to the Office of Management 
and Budget a request for approval of extension of the previously 
approved collection of information provided for the following rule: 
Rule 12d2-2 (17 CFR 240.12d2-2) and Form 25 (17 CFR 249.25).
    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. 78a et 
seq.) (``Act''), which sets forth 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which a security may be delisted from an exchange and withdrawn from 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 adopted 
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 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\ 
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

[[Page 4947]]

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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    The collection of information obligations imposed by Rule 12d2-2 
and Form 25 are mandatory. The response will be available to the public 
and will not be kept confidential.
    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 website: 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: January 30, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-02115 Filed 2-1-18; 8:45 am]
 BILLING CODE 8011-01-P
4946 Federal Register / Vol. 83, No. 23 / Friday, February 2, 2018 / Notices

or otherwise in furtherance of the All submissions should refer to File the rules of an exchange must file the
purposes of the Act.21 Number SR–OCC–2018–004 and should adopted version of Form 25 with the
be submitted on orbefore February 23, Commission. The Commission also
IV. Solicitation of Comments
2018. adopted amendments to Rule 19d–1
Interested persons are invited to under the Act to require exchanges to
For the Commission, by the Division of
submit written data, views and Trading and Markets, pursuant to delegated file the adopted version of Form 25 as
arguments concerning the foregoing, authority.22 notice to the Commission under Section
including whether the proposed rule Eduardo A. Aleman, 19(d) of the Act. Finally, the
change is consistent with the Act. Commission adopted amendments to
Assistant Secretary.
Comments may be submitted by any of exempt standardized options and
the following methods: [FR Doc. 2018–02124 Filed 2–1–18; 8:45 am]
security futures products from Section
BILLING CODE 8011–01–P
Electronic Comments 12(d) of the Act. These amendments are
intended to simplify the paperwork and
• Use the Commission’s internet procedure associated with a delisting
comment form (http://www.sec.gov/ SECURITIES AND EXCHANGE
and to unify general rules and
rules/sro.shtml); or COMMISSION
procedures relating to the delisting
• Send an email to rule-comments@ process.
sec.gov. Please include File Number SR– Submission for OMB Review;
Comment Request The Form 25 is useful because it
OCC–2018–004 on the subject line. informs the Commission that a security
Paper Comments Upon Written Request, Copies Available previously traded on an exchange is no
From: Securities and Exchange longer traded. In addition, the Form 25
• Send paper comments in triplicate
Commission, Office of FOIA Services, enables the Commission to verify that
to Brent J. Fields, Secretary, Securities
100 F Street NE, Washington, DC the delisting and/or deregistration has
and Exchange Commission, 100 F Street
20549–2736 occurred in accordance with the rules of
NE, Washington, DC 20549–1090.
Extension: the exchange. Further, the Form 25
All submissions should refer to File helps to focus the attention of delisting
Number SR–OCC–2018–004. This file Rule 12d2–2 and Form 25, SEC File No.
270–86, OMB Control No. 3235–0080 issuers to make sure that they abide by
number should be included on the the proper procedural and notice
subject line if email is used. To help the Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995 requirements associated with a delisting
Commission process and review your
(44 U.S.C. 3501 et seq.), the Securities and/or deregistration. Without Rule
comments more efficiently, please use
and Exchange Commission 12d2–2 and the Form 25, as applicable,
only one method. The Commission will
(‘‘Commission’’) has submitted to the the Commission would be unable to
post all comments on the Commission’s
Office of Management and Budget a fulfill its statutory responsibilities.
internet website (http://www.sec.gov/ There are 21 national securities
rules/sro.shtml). Copies of the request for approval of extension of the
exchanges that could possibly be
submission, all subsequent previously approved collection of
respondents complying with the
amendments, all written statements information provided for the following
requirements of the Rule and Form 25.4
with respect to the proposed rule rule: Rule 12d2–2 (17 CFR 240.12d2–2)
The burden of complying with Rule
change that are filed with the and Form 25 (17 CFR 249.25).
12d2–2 and Form 25 is not evenly
Commission, and all written On February 12, 1935, the
distributed among the exchanges,
communications relating to the Commission adopted Rule 12d2–2,1 and
however, since there are many more
proposed rule change between the Form 25 under the Securities Exchange
securities listed on the New York Stock
Commission and any person, other than Act of 1934 (15 U.S.C. 78a et seq.)
Exchange, the NASDAQ Stock Market,
those that may be withheld from the (‘‘Act’’), which sets forth the conditions
and NYSE American than on the other
public in accordance with the and procedures under which a security
provisions of 5 U.S.C. 552, will be exchanges. However, for purposes of
may be delisted from an exchange and
available for website viewing and this filing, the Commission staff has
withdrawn from registration under
printing in the Commission’s Public assumed that the number of responses is
Section 12(b) of the Act.2 The
Reference Room, 100 F Street NE, evenly divided among the exchanges.
Commission adopted amendments to
Washington, DC 20549, on official Since approximately 800 responses
Rule 12d2–2 and Form 25 in 2005.3
business days between the hours of under Rule 12d2–2 and Form 25 for the
Under the adopted Rule 12d2–2, all
10:00 a.m. and 3:00 p.m. Copies of such purpose of delisting and/or
issuers and national securities
filing also will be available for deregistration of equity securities are
exchanges seeking to delist and
inspection and copying at the principal received annually by the Commission
deregister a security in accordance with
office of OCC and on OCC’s website at 4 The staff notes that a few of these 21 registered
https://www.theocc.com/about/ 22 17 CFR 200.30–3(a)(12). OCC filed this
national securities exchanges only have rules to
publications/bylaws.jsp. proposed rule change for immediate effectiveness permit the listing of standardized options, which
All comments received will be posted pursuant to Exchange Act Section 19(b)(3)(A)(ii) are exempt from Rule 12d2–2 under the Act.
and Rule 19b–4(f)(2). As stated above in note 8,
without change. Persons submitting OCC may not implement the proposed change
Nevertheless, the staff counted national securities
comments are cautioned that we do not exchanges that can only list options as potential
unless either (i) the Commission issues an Order respondents because these exchanges could
redact or edit personal identifying approving the proposed rule change SR–OCC– potentially adopt new rules, subject to Commission
information from comment submissions. 2018–001 or (ii) an exception to the 60-day notice approval under Section 19(b) of the Act, to list and
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period provision in the Fee Policy is authorized by
You should submit only information OCC’s Board of Directors and the holders of all of
trade equity and other securities that have to
that you wish to make available comply with Rule 12d2–2 under the Act. Notice
the outstanding Class B Common Stock of OCC. registrants that are registered as national securities
publicly. 1 See Securities Exchange Act Release No. 98
exchanges solely for the purposes of trading
(February 12, 1935). securities futures products have not been counted
21 Notwithstanding its immediate effectiveness, 2 See Securities Exchange Act Release No. 7011
since, as noted above, securities futures products
implementation of this rule change will be delayed (February 5, 1963), 28 FR 1506 (February 16, 1963). are exempt from complying with Rule 12d–2–2
until this change is deemed certified under CFTC 3 See Securities Exchange Act Release No. 52029 under the Act and therefore do not have to file
Rule 40.6. (July 14, 2005), 70 FR 42456 (July 22, 2005). Form 25.

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Federal Register / Vol. 83, No. 23 / Friday, February 2, 2018 / Notices 4947

from the national securities exchanges, SECURITIES AND EXCHANGE forth in sections A, B, and C below, of
the resultant aggregate annual reporting COMMISSION the most significant aspects of such
hour burden would be, assuming on statements.
[Release No. 34–82599; File No. SR–ISE–
average one hour per response, 800 2018–09] A. Self-Regulatory Organization’s
annual burden hours for all exchanges
Statement of the Purpose of, and
(21 exchanges × an average of 38.1 Self-Regulatory Organizations; Nasdaq
Statutory Basis for, the Proposed Rule
responses per exchange × 1 hour per ISE, LLC; Notice of Filing and
Immediate Effectiveness of Proposed Change
response). In addition, since
approximately 100 responses are Rule Change To Relocate the 1. Purpose
received by the Commission annually Consolidated Audit Trail Compliance
from issuers wishing to remove their Rules The Exchange proposes to relocate the
securities from listing and registration CAT Rules, currently under Chapter 9,
January 30, 2018.
on exchanges, the Commission staff Rules 900 through 912, to General 7,
Pursuant to Section 19(b)(1) of the
estimates that the aggregate annual Sections 1 through 13 of the Rulebook’s
Securities Exchange Act of 1934
reporting hour burden on issuers would shell structure.
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
be, assuming on average one reporting notice is hereby given that on January The Exchange adopted the CAT Rules
hour per response, 100 annual burden 24, 2018, Nasdaq ISE, LLC (‘‘ISE’’ or to implement a consolidated audit trail
hours for all issuers (100 issuers × 1 ‘‘Exchange’’) filed with the Securities in order to capture customer and order
response per issuer × 1 hour per and Exchange Commission event information to comply with the
response). Accordingly, the total annual (‘‘Commission’’) the proposed rule provisions of the National Market
hour burden for all respondents to change as described in Items I and II System Plan Governing the
comply with Rule 12d2–2 is 900 hours below, which Items have been prepared Consolidated Audit Trail.4 Because the
(800 hours for exchanges + 100 hours by the Exchange. The Commission is CAT Rules apply across all markets and
for issuers). The related internal cost of publishing this notice to solicit to all products,5 the Exchange believes
compliance associated with these comments on the proposed rule change it is pertinent that they be located in the
burden hours is $188,400 ($157,000 for from interested persons. General section of the Rulebook’s shell;
exchanges ($196.25 per response × 800 I. Self-Regulatory Organization’s therefore, the Exchange will amend the
responses) and $31,400 for issuers ($314 Statement of the Terms of Substance of shell structure, creating a new ‘‘General
per response × 100 responses)). the Proposed Rule Change 7 Consolidated Audit Trail Compliance’’
title under ‘‘General Rules,’’ and make
The collection of information The Exchange proposes to relocate the
conforming changes to the ‘‘Options
obligations imposed by Rule 12d2–2 Consolidated Audit Trail Compliance
Rules’’ titles; moreover, this proposal is
and Form 25 are mandatory. The rules (‘‘CAT Rules’’), currently under
consistent with similar filings
response will be available to the public Chapter 9, Rules 900 through 912, to
General 7, Sections 1 through 13 in the concurrently submitted by the Affiliated
and will not be kept confidential.
Exchange’s rulebook’s (‘‘Rulebook’’) Exchanges.
An agency may not conduct or
shell structure.3 The relocation of the CAT Rules is
sponsor, and a person is not required to
The text of the proposed rule change part of the Exchange’s continued effort
respond to, a collection of information is available on the Exchange’s website at to promote efficiency and conformity of
under the PRA unless it displays a http://ise.cchwallstreet.com/, at the its processes with those of its Affiliated
currently valid OMB control number. principal office of the Exchange, and at Exchanges.6 The Exchange believes that
The public may view background the Commission’s Public Reference the migration of the CAT Rules to their
documentation for this information Room. new location will facilitate the use of
collection at the following website: II. Self-Regulatory Organization’s the Rulebook by Members 7 of the
www.reginfo.gov. Comments should be Statement of the Purpose of, and Exchange who are members of other
directed to: (i) Desk Officer for the Statutory Basis for, the Proposed Rule Affiliated Exchanges. Moreover, the
Securities and Exchange Commission, Change proposed changes are of a non-
Office of Information and Regulatory substantive nature and will not amend
Affairs, Office of Management and In its filing with the Commission, the
Exchange included statements the relocated rules other than to update
Budget, Room 10102, New Executive their numbers, make cross-reference
concerning the purpose of and basis for
Office Building, Washington, DC 20503, changes, and make changes to
the proposed rule change and discussed
or by sending an email to: Shagufta_ any comments it received on the harmonize the proposed rule with the
Ahmed@omb.eop.gov; and (ii) Pamela proposed rule change. The text of these
Dyson, Director/Chief Information statements may be examined at the 4 See Securities Exchange Act Release No. 80256

Officer, Securities and Exchange places specified in Item IV below. The
(March 15, 2017), 82 FR 14526 (March 21, 2017)
(SR–ISE–2017–08) (Order Approving Proposed Rule
Commission, c/o Remi Pavlik-Simon, Exchange has prepared summaries, set Changes To Adopt Consolidated Audit Trail
100 F Street NE, Washington, DC 20549, Compliance Rules).
or by sending an email to: PRA_ 1 15 U.S.C. 78s(b)(1). The Exchange also notes that, at the time of the
Mailbox@sec.gov. Comments must be 2 17 CFR 240.19b–4. approval of the CAT Rules, the Exchange was
3 Recently, the Exchange added a shell structure known as ‘‘International Securities Exchange, LLC.’’
submitted to OMB within 30 days of
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to its Rulebook with the purpose of improving To reflect the Exchange’s placement within its
this notice. efficiency and readability and to align its rules parent company’s corporate structure, Nasdaq, Inc.,
closer to those of its five sister exchanges, The the Exchange name was changed to ‘‘Nasdaq ISE,
Dated: January 30, 2018. LLC.’’ See Securities Exchange Act Release No.
Nasdaq Stock Market LLC; Nasdaq BX, Inc.; Nasdaq
Eduardo A. Aleman, PHLX LLC; Nasdaq GEMX, LLC; and Nasdaq MRX, 80325 (March 29, 2017), 82 FR 16445 (April 4,
LLC (‘‘Affiliated Exchanges’’). See Securities 2017) (SR–ISE–2017–25).
Assistant Secretary. 5 Id.
Exchange Act Release No. 82173 (November 29,
[FR Doc. 2018–02115 Filed 2–1–18; 8:45 am] 6 See footnote 3.
2017), 82 FR 57505 (December 5, 2017) (SR–ISE–
BILLING CODE 8011–01–P 2017–102). 7 Exchange Rule 100(a)(26).

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Document Created: 2018-02-03 14:27:28
Document Modified: 2018-02-03 14:27:28
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		83 FR 4946