83 FR 53686 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 206 (October 24, 2018)

Page Range		53686-53687
FR Document		2018-23208

Federal Register, Volume 83 Issue 206 (Wednesday, October 24, 2018)

[Federal Register Volume 83, Number 206 (Wednesday, October 24, 2018)]
[Notices]
[Pages 53686-53687]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-23208]


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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 15c2-8, SEC File No. 270-421, OMB Control No. 3235-0481.

    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 (``OMB'') a request for approval of extension of the 
existing collection of information provided for in the following rule: 
Rule 15c2-8 (17 CFR 240.15c2-8), under the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.).
    Rule 15c2-8 requires broker-dealers to deliver preliminary and/or 
final prospectuses to certain people under certain circumstances. In 
connection with securities offerings generally, including initial 
public offerings (``IPOs''), the rule requires broker-dealers to take 
reasonable steps to distribute copies of the preliminary or final 
prospectus to anyone who makes a written request, as well as any 
broker-dealer who is expected to solicit purchases of the security and 
who makes a request. In connection with IPOs, the rule requires a 
broker-dealer to send a copy of the preliminary prospectus to any 
person who is expected to receive a confirmation of sale (generally, 
this means any person who is expected to actually purchase the security 
in the offering) at least 48 hours prior to the sending of such 
confirmation. This requirement is sometimes referred to as the ``48 
hour rule.''
    Additionally, managing underwriters are required to take reasonable 
steps to ensure that all broker-dealers participating in the 
distribution of or trading in the security have sufficient copies of 
the preliminary or final prospectus, as requested by them, to enable 
such broker-dealer to satisfy their respective prospectus delivery 
obligations pursuant to Rule 15c2-8, as well as Section 5 of the 
Securities Act of 1933.
    Rule 15c2-8 implicitly requires that broker-dealers collect 
information, as such collection facilitates compliance with the rule. 
There is no requirement to submit collected information to the

[[Page 53687]]

Commission. In order to comply with the rule, broker-dealers 
participating in a securities offering must keep accurate records of 
persons who have indicated interest in an IPO or requested a 
prospectus, so that they know to whom they must send a prospectus.
    The Commission estimates that the time broker-dealers will spend 
complying with the collection of information required by the rule is 
5,950 hours for equity IPOs and 23,300 hours for other offerings. The 
Commission estimates that the total annualized cost burden (copying and 
postage costs) is $11,900,000 for IPOs and $932,000 for other 
offerings.
    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) Charles Riddle, Acting Director/
Acting Chief Information Officer, Securities and Exchange Commission, 
c/o Candace Kenner, 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: October 19, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-23208 Filed 10-23-18; 8:45 am]
 BILLING CODE 8011-01-P

53686 Federal Register / Vol. 83, No. 206 / Wednesday, October 24, 2018 / Notices

SECURITIES AND EXCHANGE transfer agents for six consecutive SECURITIES AND EXCHANGE
COMMISSION months. COMMISSION
ARAs use the information contained
Proposed Collection; Comment Submission for OMB Review;
in the notices required by Rules 17Ad–
Request Comment Request
4(b) and 17Ad–4(c) to determine
Upon Written Request, Copies Available whether a registered transfer agent Upon Written Request, Copies Available
From: Securities and Exchange qualifies for the exemption, to From: Securities and Exchange
Commission, Office of FOIA Services, determine when a registered transfer Commission, Office of FOIA Services,
100 F Street NE, Washington, DC agent no longer qualifies for the 100 F Street NE, Washington, DC
20549–2736 exemption, and to determine the extent 20549–2736
Extension: to which that transfer agent is subject to Extension:
Rule 17Ad–4(b) & (c), SEC File No. 270– regulation. Rule 15c2–8, SEC File No. 270–421, OMB
264, OMB Control No. 3235–0341. Control No. 3235–0481.
The Commission estimates that
Notice is hereby given that pursuant approximately 10 registered transfer Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995 agents each year prepare or file notices to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.) the Securities (44 U.S.C. 3501 et seq.), the Securities
in compliance with Rules 17Ad–4(b)
and Exchange Commission and Exchange Commission
and 17Ad–4(c). The Commission
(‘‘Commission’’) is soliciting comments (‘‘Commission’’) has submitted to the
estimates that each such registered Office of Management and Budget
on the existing collection of information transfer agent spends approximately 1.5 (‘‘OMB’’) a request for approval of
provided for in the following rule: Rule hours to prepare or file such notices for extension of the existing collection of
17Ad–4(b) & (c) under the Securities an aggregate total annual burden of 15 information provided for in the
Exchange Act of 1934 (15 U.S.C. 78a et hours (1.5 hours times 10 transfer following rule: Rule 15c2–8 (17 CFR
seq.) (‘‘Exchange Act’’). The agents). 240.15c2–8), under the Securities
Commission plans to submit this
Written comments are invited on: (a) Exchange Act of 1934 (15 U.S.C. 78a et
existing collection of information to the
Whether the proposed collection of seq.).
Office of Management and Budget Rule 15c2–8 requires broker-dealers to
(‘‘OMB’’) for extension and approval. information is necessary for the proper
performance of the functions of the deliver preliminary and/or final
Rule 17Ad–4(b) & (c) (17 CFR prospectuses to certain people under
240.17Ad–4) is used to document when Commission, including whether the
certain circumstances. In connection
transfer agents are exempt, or no longer information shall have practical utility;
with securities offerings generally,
exempt, from the minimum (b) the accuracy of the Commission’s
including initial public offerings
performance standards and certain estimates of the burden of the proposed (‘‘IPOs’’), the rule requires broker-
recordkeeping provisions of the collection of information; (c) ways to dealers to take reasonable steps to
Commission’s transfer agent rules. enhance the quality, utility, and clarity distribute copies of the preliminary or
Pursuant to Rule 17Ad–4(b), if the of the information on respondents; and final prospectus to anyone who makes
Commission or the Office of the (d) ways to minimize the burden of the a written request, as well as any broker-
Comptroller of the Currency (‘‘OCC’’) is collection of information on dealer who is expected to solicit
the appropriate regulatory authority respondents, including through the use purchases of the security and who
(‘‘ARA’’) for an exempt transfer agent, of automated collection techniques or makes a request. In connection with
that transfer agent is required to prepare other forms of information technology. IPOs, the rule requires a broker-dealer to
and maintain in its possession a notice Consideration will be given to send a copy of the preliminary
certifying that it is exempt from certain comments and suggestions submitted in prospectus to any person who is
performance standards and writing within 60 days of this expected to receive a confirmation of
recordkeeping and record retention publication. sale (generally, this means any person
provisions of the Commission’s transfer who is expected to actually purchase
agent rules. This notice need not be An agency may not conduct or
the security in the offering) at least 48
filed with the Commission or OCC. If sponsor, and a person is not required to
hours prior to the sending of such
the Board of Governors of the Federal respond to, a collection of information confirmation. This requirement is
Reserve System (‘‘Fed’’) or the Federal under the PRA unless it displays a sometimes referred to as the ‘‘48 hour
Deposit Insurance Corporation (‘‘FDIC’’) currently valid OMB control number. rule.’’
is the transfer agent’s ARA, that transfer Please direct your written comments Additionally, managing underwriters
agent must prepare a notice and file it to: Charles Riddle, Acting Director/Chief are required to take reasonable steps to
with the Fed or FDIC. Information Officer, Securities and ensure that all broker-dealers
Rule 17Ad–4(c) sets forth the Exchange Commission, c/o Candace participating in the distribution of or
conditions under which a registered Kenner, 100 F Street NE, Washington, trading in the security have sufficient
transfer agent loses its exempt status. DC 20549, or send an email to: PRA_ copies of the preliminary or final
Once the conditions for exemption no Mailbox@sec.gov. prospectus, as requested by them, to
longer exist, the transfer agent, to keep enable such broker-dealer to satisfy their
the appropriate ARA apprised of its Dated: October 19, 2018. respective prospectus delivery
current status, must prepare, and file if Eduardo A. Aleman, obligations pursuant to Rule 15c2–8, as
amozie on DSK3GDR082PROD with NOTICES1

the ARA for the transfer agent is the Fed Assistant Secretary. well as Section 5 of the Securities Act
or the FDIC, a notice of loss of exempt [FR Doc. 2018–23203 Filed 10–23–18; 8:45 am] of 1933.
status under paragraph (c). The transfer BILLING CODE 8011–01–P
Rule 15c2–8 implicitly requires that
agent then cannot claim exempt status broker-dealers collect information, as
under Rule 17Ad–4(b) again until it such collection facilitates compliance
remains subject to the minimum with the rule. There is no requirement
performance standards for non-exempt to submit collected information to the

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Federal Register / Vol. 83, No. 206 / Wednesday, October 24, 2018 / Notices 53687

Commission. In order to comply with SECURITIES AND EXCHANGE of the most significant parts of such
the rule, broker-dealers participating in COMMISSION statements.
a securities offering must keep accurate A. Self-Regulatory Organization’s
[Release No. 34–84450; File No. SR–NYSE–
records of persons who have indicated 2018–50] Statement of the Purpose of, and the
interest in an IPO or requested a Statutory Basis for, the Proposed Rule
prospectus, so that they know to whom Self-Regulatory Organizations; New Change
they must send a prospectus. York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of 1. Purpose
The Commission estimates that the
time broker-dealers will spend Proposed Rule Change To Amend Sections 902.02 and 902.03 of the
complying with the collection of Section 902.02 of the NYSE Listed Manual provide that the Exchange bills
Company Manual Regarding listed foreign private issuers annual and
information required by the rule is 5,950
Information on Listed Securities of a supplemental listing fees only on those
hours for equity IPOs and 23,300 hours
Foreign Private Issuer Obtained From shares issued and outstanding in the
for other offerings. The Commission
a U.S. or Non-U.S. Securities United States. In order to calculate a
estimates that the total annualized cost Depository
burden (copying and postage costs) is foreign private issuer’s annual fees,
$11,900,000 for IPOs and $932,000 for October 18, 2018. Section 902.02 specifies that the
Pursuant to Section 19(b)(1) 1 of the Exchange will calculate a four-quarter
other offerings.
Securities Exchange Act of 1934 average of securities issued and
An agency may not conduct or outstanding in the United States during
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
sponsor, and a person is not required to the preceding year.4 The Exchange
notice is hereby given that on October
respond to, a collection of information obtains information on the number of
4, 2018, New York Stock Exchange LLC
under the PRA unless it displays a securities issued and outstanding in the
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
currently valid OMB control number. the Securities and Exchange United States, including securities
The public may view background Commission (‘‘SEC’’ or ‘‘Commission’’) registered in the United States and
documentation for this information the proposed rule change as described securities held through any U.S.
collection at the following website: in Items I and II below, which Items nominee, from each issuer’s transfer
www.reginfo.gov. Comments should be have been prepared by the Exchange. agent and/or ADR depositary bank.
directed to: (i) Desk Officer for the The Commission is publishing this In the case of a foreign private issuer
Securities and Exchange Commission, notice to solicit comments on the whose securities are listed directly on
proposed rule change from interested the Exchange (and not in the form of
Office of Information and Regulatory
persons. American depositary receipts
Affairs, Office of Management and
(‘‘ADRs’’)), the Exchange relies on the
Budget, Room 10102, New Executive I. Self-Regulatory Organization’s company’s home country transfer agent
Office Building, Washington, DC 20503, Statement of the Terms of Substance of to provide the required information
or by sending an email to: the Proposed Rule Change about shares outstanding in the United
Lindsay.M.Abate@omb.eop.gov; and (ii) States. However, in the case of a small
The Exchange proposes to amend
Charles Riddle, Acting Director/Acting Section 902.02 of the NYSE Listed number of issuers, it has been the
Chief Information Officer, Securities Company Manual (the ‘‘Manual’’) to Exchange’s recent experience that the
and Exchange Commission, c/o Candace enable the Exchange to make use of home country transfer agent has
Kenner, 100 F Street NE, Washington, information obtained from a U.S. [sic] indicated that it is able to provide the
DC 20549, or by sending an email to: securities depository in determining number of shares held by registered
PRA_Mailbox@sec.gov. Comments must how many shares of a listed class of holders with U.S. addresses but is
be submitted to OMB within 30 days of securities of a foreign private issuer are unable to provide this information with
this notice. issued and outstanding in the United respect to securities held through the
Dated: October 19, 2018. States. The proposed rule change is U.S. depository 5 or, in some instances,
available on the Exchange’s website at held through a non-U.S. securities
Eduardo A. Aleman,
www.nyse.com, at the principal office of depository.6 Consequently, the
Assistant Secretary.
the Exchange, and at the Commission’s
[FR Doc. 2018–23208 Filed 10–23–18; 8:45 am] Public Reference Room. 4 Section 902.02 states that the purpose of

BILLING CODE 8011–01–P calculating this quarterly average is to recognize the
II. Self-Regulatory Organization’s possibility of flow-back and flow-in of securities to
Statement of the Purpose of, and and from the home country market and more
Statutory Basis for, the Proposed Rule reasonably reflect the number of securities in the
United States over the course of the year.
Change 5 The Depository Trust Company (‘‘DTC’’) is

In its filing with the Commission, the currently the only securities depository registered
with the SEC. The Exchange assumes that all shares
self-regulatory organization included held at DTC are issued and outstanding in the
statements concerning the purpose of, United States for purposes of its annual fee billing
and basis for, the proposed rule change calculation, with the exception of any shares held
and discussed any comments it received at DTC by a foreign depository as nominee for
beneficial owners outside the United States.
on the proposed rule change. The text 6 In the case of certain companies whose
of those statements may be examined at
amozie on DSK3GDR082PROD with NOTICES1

securities have trading markets in both the United
the places specified in Item IV below. States and a foreign country, the depository in the
The Exchange has prepared summaries, applicable foreign country holds shares at DTC as
set forth in sections A, B, and C below, nominee for beneficial owners in the foreign
jurisdiction. As the shares in the foreign
depository’s position at DTC are not issued and
1 15 U.S.C. 78s(b)(1). outstanding in the United States, the Exchange
2 15 U.S.C. 78a. excludes them from its annual fee billing
3 17 CFR 240.19b–4. calculation.

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Document Created: 2018-10-24 00:25:18
Document Modified: 2018-10-24 00:25:18

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 53686