Submission for OMB Review; Comment Request, 53686-53687 [2018-23208]
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Federal Register / Vol. 83, No. 206 / Wednesday, October 24, 2018 / Notices
SECURITIES AND EXCHANGE
COMMISSION
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
amozie on DSK3GDR082PROD with NOTICES1
Extension:
Rule 17Ad–4(b) & (c), SEC File No. 270–
264, OMB Control No. 3235–0341.
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 existing collection of information
provided for in the following rule: Rule
17Ad–4(b) & (c) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.) (‘‘Exchange Act’’). The
Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 17Ad–4(b) & (c) (17 CFR
240.17Ad–4) is used to document when
transfer agents are exempt, or no longer
exempt, from the minimum
performance standards and certain
recordkeeping provisions of the
Commission’s transfer agent rules.
Pursuant to Rule 17Ad–4(b), if the
Commission or the Office of the
Comptroller of the Currency (‘‘OCC’’) is
the appropriate regulatory authority
(‘‘ARA’’) for an exempt transfer agent,
that transfer agent is required to prepare
and maintain in its possession a notice
certifying that it is exempt from certain
performance standards and
recordkeeping and record retention
provisions of the Commission’s transfer
agent rules. This notice need not be
filed with the Commission or OCC. If
the Board of Governors of the Federal
Reserve System (‘‘Fed’’) or the Federal
Deposit Insurance Corporation (‘‘FDIC’’)
is the transfer agent’s ARA, that transfer
agent must prepare a notice and file it
with the Fed or FDIC.
Rule 17Ad–4(c) sets forth the
conditions under which a registered
transfer agent loses its exempt status.
Once the conditions for exemption no
longer exist, the transfer agent, to keep
the appropriate ARA apprised of its
current status, must prepare, and file if
the ARA for the transfer agent is the Fed
or the FDIC, a notice of loss of exempt
status under paragraph (c). The transfer
agent then cannot claim exempt status
under Rule 17Ad–4(b) again until it
remains subject to the minimum
performance standards for non-exempt
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transfer agents for six consecutive
months.
ARAs use the information contained
in the notices required by Rules 17Ad–
4(b) and 17Ad–4(c) to determine
whether a registered transfer agent
qualifies for the exemption, to
determine when a registered transfer
agent no longer qualifies for the
exemption, and to determine the extent
to which that transfer agent is subject to
regulation.
The Commission estimates that
approximately 10 registered transfer
agents each year prepare or file notices
in compliance with Rules 17Ad–4(b)
and 17Ad–4(c). The Commission
estimates that each such registered
transfer agent spends approximately 1.5
hours to prepare or file such notices for
an aggregate total annual burden of 15
hours (1.5 hours times 10 transfer
agents).
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 on respondents; 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: Charles Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Candace
Kenner, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
Mailbox@sec.gov.
Dated: October 19, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–23203 Filed 10–23–18; 8:45 am]
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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 brokerdealers to take reasonable steps to
distribute copies of the preliminary or
final prospectus to anyone who makes
a written request, as well as any brokerdealer 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
E:\FR\FM\24OCN1.SGM
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Federal Register / Vol. 83, No. 206 / Wednesday, October 24, 2018 / Notices
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:
Lindsay.M.Abate@omb.eop.gov; 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:
PRA_Mailbox@sec.gov. 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]
amozie on DSK3GDR082PROD with NOTICES1
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
of the most significant parts of such
statements.
[Release No. 34–84450; File No. SR–NYSE–
2018–50]
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Section 902.02 of the NYSE Listed
Company Manual Regarding
Information on Listed Securities of a
Foreign Private Issuer Obtained From
a U.S. or Non-U.S. Securities
Depository
October 18, 2018.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on October
4, 2018, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I and II below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Section 902.02 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
enable the Exchange to make use of
information obtained from a U.S. [sic]
securities depository in determining
how many shares of a listed class of
securities of a foreign private issuer are
issued and outstanding in the United
States. The proposed rule change is
available on the Exchange’s website at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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53687
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1. Purpose
Sections 902.02 and 902.03 of the
Manual provide that the Exchange bills
listed foreign private issuers annual and
supplemental listing fees only on those
shares issued and outstanding in the
United States. In order to calculate a
foreign private issuer’s annual fees,
Section 902.02 specifies that the
Exchange will calculate a four-quarter
average of securities issued and
outstanding in the United States during
the preceding year.4 The Exchange
obtains information on the number of
securities issued and outstanding in the
United States, including securities
registered in the United States and
securities held through any U.S.
nominee, from each issuer’s transfer
agent and/or ADR depositary bank.
In the case of a foreign private issuer
whose securities are listed directly on
the Exchange (and not in the form of
American depositary receipts
(‘‘ADRs’’)), the Exchange relies on the
company’s home country transfer agent
to provide the required information
about shares outstanding in the United
States. However, in the case of a small
number of issuers, it has been the
Exchange’s recent experience that the
home country transfer agent has
indicated that it is able to provide the
number of shares held by registered
holders with U.S. addresses but is
unable to provide this information with
respect to securities held through the
U.S. depository 5 or, in some instances,
held through a non-U.S. securities
depository.6 Consequently, the
4 Section 902.02 states that the purpose of
calculating this quarterly average is to recognize the
possibility of flow-back and flow-in of securities to
and from the home country market and more
reasonably reflect the number of securities in the
United States over the course of the year.
5 The Depository Trust Company (‘‘DTC’’) is
currently the only securities depository registered
with the SEC. The Exchange assumes that all shares
held at DTC are issued and outstanding in the
United States for purposes of its annual fee billing
calculation, with the exception of any shares held
at DTC by a foreign depository as nominee for
beneficial owners outside the United States.
6 In the case of certain companies whose
securities have trading markets in both the United
States and a foreign country, the depository in the
applicable foreign country holds shares at DTC as
nominee for beneficial owners in the foreign
jurisdiction. As the shares in the foreign
depository’s position at DTC are not issued and
outstanding in the United States, the Exchange
excludes them from its annual fee billing
calculation.
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]]>Agencies
[Federal Register Volume 83, Number 206 (Wednesday, October 24, 2018)]
[Notices]
[Pages 53686-53687]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-23208]
-----------------------------------------------------------------------
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
