Securities and Exchange Commission
- [SEC File No. 270-196, OMB Control No. 3235-0202]
Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (“PRA”) (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 previously approved collection of information provided for in Rule 15c2-11 (17 CFR 240.15c2-11) (“Rule”), under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).
Rule 15c2-11 governs the publication of quotations for securities in a quotation medium other than a national securities exchange ( i.e., over the counter (“OTC”) securities). The Rule is designed to prevent broker-dealers from publishing or submitting quotations for OTC securities that may facilitate a fraudulent or manipulative scheme. Subject to certain exceptions, the Rule prohibits broker-dealers from publishing any quotation for a security or, directly or indirectly, submitting any quotation for publication, in a quotation medium unless they have reviewed specified information concerning the issuer.
Based on the current structure of the market, the Commission staff believes that the recordkeeping and review requirements under Rule 15c2-11 [1] apply to 86 broker-dealers, one qualified interdealer quotation system (“Q-IDQS”), and one registered national securities association.[2] Based on information provided by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Commission staff understands that in the 2022 calendar year, 377 Form 211 applications were filed to initiate the publication or submission of quotations of OTC securities:[3] 60 of these Forms 211 concerned OTC securities of prospectus issuers, Regulation A (“Reg. A”) issuers, and reporting issuers; 258 concerned OTC securities of “exempt foreign private issuers”; and 59 concerned OTC securities of “catch-all issuers.” The collection of information that is submitted to FINRA for review and approval is currently not available to the public from FINRA.
The Commission staff's estimates of the ongoing annual hour burdens associated with the information collection requirements prescribed in the Rule are summarized in the chart below.
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. Find this particular information collection by selecting “Currently under 30-day Review—Open for Public Comments” or by using the search function. Written comments and recommendation for the proposed information collection should be sent by July 17, 2023 to (i) www.reginfo.gov/public/do/PRAMain and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_Mailbox@sec.gov.
Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736
( printed page 39498)| Information collection | Total annual burden industrywide (hours) |
|---|---|
| Recordkeeping associated with the initial publication or submission of a quotation in a quotation medium | 26,231 |
| Recordkeeping when relying on an exception under paragraph (f), that paragraph (b) information is current and publicly available | 64,339 |
| Recordkeeping obligations under unsolicited quotation exception under paragraph (f)(2) | 537,954 |
| Recordkeeping obligations regarding the frequency of a priced bid or offer quotation under paragraph (f)(3)(i)(A) | 95,166 |
| Recordkeeping obligations regarding determining shell status under the proviso in paragraph (f)(3)(i)(B) | 64,339 |
| Recordkeeping obligations regarding trading suspensions under the provision in paragraph (f)(3)(i)(B) | 3 |
| Recordkeeping obligations for the exceptions under paragraph (f)(5)—Asset Test | 393 |
| Recordkeeping obligations for the exceptions under paragraph (f)(5)—ADTV Test | 99,053 |
| Recordkeeping obligations of broker-dealers relying on a Q-IDQS complying with information review requirement pursuant to paragraph (a)(1)(ii) | 28 |
| Recordkeeping obligations related to the creation of reasonable written policies and procedures under paragraph (a)(3) | 20 |
| Recordkeeping obligations of broker-dealers relying on publicly available determinations by Q-IDQSs or registered national securities associations pursuant to paragraph (d)(2)(ii) | 93,003 |
| Total Hour Burden for all Respondents | 980,529 |
Dated: June 12, 2023.
Sherry R. Haywood,
Assistant Secretary.