Submission for OMB Review; Comment Request, 37920-37921 [2019-16472]

Download as PDF jbell on DSK3GLQ082PROD with NOTICES 37920 Federal Register / Vol. 84, No. 149 / Friday, August 2, 2019 / Notices documents, including all correspondence, memoranda, papers, books, notices, accounts, and other such records made or received by it in the course of its business as such and in the conduct of its self-regulatory activity, and that such documents be available for examination by the Commission. There are 34 entities required to comply with the rule: 23 national securities exchanges, 1 national securities association, 9 registered clearing agencies, and the Municipal Securities Rulemaking Board. The Commission staff estimates that the average number of hours necessary for compliance with the requirements of Rule 17a–1 is 52 hours per year. In addition, 4 national securities exchanges notice-registered pursuant to Section 6(g) of the Act (15 U.S.C. 78f(g)) are required to preserve records of determinations made under Rule 3a55– 1 under the Act (17 CFR 240.3a55–1), which the Commission staff estimates will take 1 hour per exchange, for a total of 4 hours. Accordingly, the Commission staff estimates that the total number of hours necessary to comply with the requirements of Rule 17a–1 is 1,772 hours. The total internal cost of compliance for all respondents is $124,040, based on an average cost per hour of $70. 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 estimate of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; 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. VerDate Sep<11>2014 18:02 Aug 01, 2019 Jkt 247001 Dated: July 30, 2019. Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–16522 Filed 8–1–19; 8:45 am] BILLING CODE 8011–01–P 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. Extension: Schedule 13E–4F; SEC File No. 270–340, OMB Control No. 3235–0375 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 collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Schedule 13E–4F (17 CFR 240.13e– 102) may be used by an issuer that is incorporated or organized under the laws of Canada to make a cash tender or exchange offer for the issuer’s own securities if less than 40 percent of the class of such issuer’s securities outstanding that are the subject of the tender offer is held by U.S. holders. The information collected must be filed with the Commission and is publicly available. We estimate that it takes approximately 2 hours per response to prepare Schedule 13E–4F and that the information is filed by approximately 3 respondents for a total annual reporting burden of 6 hours (2 hours per response × 3 responses). Written comments are invited on: (a) Whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; 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. PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Please direct your written comment 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: July 30, 2019. Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–16521 Filed 8–1–19; 8:45 am] BILLING CODE 8011–01–P 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 607, SEC File No. 270–561, OMB Control No. 3235–0747, Request for a New OMB Control No. 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 (the ‘‘Commission’’) has submitted to the Office of Management and Budget a request for extension of the previously approved collection of information discussed below. Regulation E (17 CFR 230.601– 230.610a) exempts from registration under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (‘‘Securities Act’’) securities issued by a small business investment company (‘‘SBIC’’) which is registered under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) (‘‘Investment Company Act’’) or a closed-end investment company that has elected to be regulated as a business development company (‘‘BDC’’) under the Investment Company Act, so long as the aggregate offering price of all securities of the issuer that may be sold within a 12-month period does not exceed $5,000,000 and certain other conditions are met. Rule 607 under Regulation E (17 CFR 230.607) entitled, ‘‘Sales material to be filed,’’ requires sales material used in connection with securities offerings under Regulation E to be filed with the Commission at least five days (excluding weekends and E:\FR\FM\02AUN1.SGM 02AUN1 Federal Register / Vol. 84, No. 149 / Friday, August 2, 2019 / Notices holidays) prior to its use.1 Commission staff reviews sales material filed under rule 607 for materially misleading statements and omissions. The requirements of rule 607 are designed to protect investors from the use of false or misleading sales material in connection with Regulation E offerings. Respondents to this collection of information include SBICs and BDCs making an offering of securities pursuant to Regulation E. Two filings were submitted to the Commission under rule 607 in 2016, 2017, and 2018. Accordingly, we estimate one annual response. Each respondent’s reporting burden under rule 607 relates to the burden associated with filing its sales material electronically, which is negligible. For administrative purposes, we estimate an annual burden of one hour. The requirements of this collection of information are mandatory. Responses 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 unless it displays a currently valid control number. The public may view the 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/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. Comments must be submitted to OMB within 30 days of this notice. Dated: July 29, 2019. Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–16472 Filed 8–1–19; 8:45 am] jbell on DSK3GLQ082PROD with NOTICES BILLING CODE 8011–01–P 1 Sales material includes advertisements, articles or other communications to be published in newspapers, magazines, or other periodicals; radio and television scripts; and letters, circulars or other written communications proposed to be sent given or otherwise communicated to more than ten persons. VerDate Sep<11>2014 18:02 Aug 01, 2019 Jkt 247001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–86509; File No. SR–FINRA– 2019–012] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove Proposed Rule Change To Amend FINRA Rule 5110 (Corporate Financing Rule— Underwriting Terms and Arrangements) To Make Substantive, Organizational and Terminology Changes July 29, 2019. I. Introduction On April 11, 2019, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to amend FINRA Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) (‘‘Rule’’ or Rule 5110) to make substantive, organizational and terminology changes to the Rule. The proposed rule change was published for comment in the Federal Register on May 1, 2019.3 On June 12, 2019, the Commission extended to July 30, 2019, the time period in which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to approve or disapprove the proposed rule change.4 The Commission received six comment letters on the proposal.5 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 85715 (April 25, 2019), 84 FR 18592 (May 1, 2019) (‘‘Notice’’). 4 See Securities Exchange Act Release No. 34– 86091 (June 12, 2019), 84 FR 28371 (June 18, 2019). 5 See Letter from Suzanne Rothwell, Managing Member, Rothwell Consulting LLC, to Secretary, Commission, dated May 14, 2019 (‘‘Rothwell’’); letter from Stuart J. Kaswell, Esq., to Vanessa Countryman, Acting Director, Commission, dated May 17, 2019 (‘‘Kaswell’’); letter from Eversheds Sutherland (US) LLP, on behalf of the Committee of Annuity Insurers, to Brent J. Fields, Secretary, Commission, dated May 21, 2019 (‘‘CAI’’); letter from Aseel Rabie, Managing Director and Associate General Counsel, Securities Industry and Financial Markets Association, to Vanessa Countryman, Acting Secretary, Commission, dated May 30, 2019 (‘‘SIFMA’’); letter from Robert E. Buckholz, Chair, Federal Regulation of Securities Committee, ABA Business Law Section, American Bar Association, to Vanessa Countryman, Acting Secretary, Commission, dated May 30, 2019 (‘‘ABA’’); letter from Davis Polk & Wardwell LLP, to Vanessa 37921 On July 11, 2019, FINRA responded to the comments and filed Partial Amendment No. 1 to the proposal.6 The Commission is publishing this notice and order to solicit comments on the proposal as modified by Partial Amendment No. 1 from interested persons and to institute proceedings pursuant to Exchange Act Section 19(b)(2)(B) 7 to determine whether to approve or disapprove the proposed rule change, as modified by Partial Amendment No. 1. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to the proposed rule change, nor does it mean that the Commission will ultimately disapprove the proposed rule change. Rather, as discussed below, the Commission seeks additional input on the proposed rule change, as modified by Partial Amendment No. 1, and on the issues presented by the proposal. II. Description of the Proposed Rule Change A. Proposed Rule Change as Originally Filed The following is a summary of the proposed rule change as originally filed by FINRA.8 As described in more detail in the Notice, FINRA proposes to modify Rule 5110 in an effort to modernize, simplify, and streamline the Rule. Specifically, FINRA proposes changes to the following: (1) Filing requirements; (2) filing requirements for shelf offerings; (3) exemptions from filing and substantive requirements; (4) underwriting compensation; (5) venture capital exceptions; (6) treatment of nonconvertible or non-exchangeable debt securities and derivatives; (7) lock-up restrictions; (8) prohibited terms and arrangements; and (9) defined terms.9 2 17 PO 00000 Frm 00097 Fmt 4703 Sfmt 4703 Countryman, Acting Secretary, Commission, dated June 5, 2019 (‘‘Davis Polk’’). 6 See Letter from Jeanette Wingler, Associate General Counsel, FINRA, to Vanessa Countryman, Secretary, Commission, dated July 11, 2019 (‘‘FINRA Response’’). Partial Amendment No. 1 and FINRA’s response to comments received are available at https://www.finra.org/industry/rulefilings/sr-finra-2019-012. See also Section II.B infra. 7 15 U.S.C. 78s(b)(2)(B). 8 See Notice, supra note 3, for a complete description of the proposal as originally filed. 9 As discussed below, the proposal retains the current approach to itemized disclosure of underwriting compensation, but makes explicit the existing practice of disclosing specified material terms and arrangements related to underwriting compensation, such as exercise terms, in the prospectus. In addition, the proposed rule change does not include any changes to current Rule 5110(h) (Non-Cash Compensation). According to FINRA, these provisions are the subject of a separate consolidated approach to non-cash E:\FR\FM\02AUN1.SGM Continued 02AUN1

Agencies

[Federal Register Volume 84, Number 149 (Friday, August 2, 2019)]
[Notices]
[Pages 37920-37921]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-16472]


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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 607, SEC File No. 270-561, OMB Control No. 3235-0747, 
Request for a New OMB Control No.

    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 (the ``Commission'') has submitted to the Office of 
Management and Budget a request for extension of the previously 
approved collection of information discussed below.
    Regulation E (17 CFR 230.601-230.610a) exempts from registration 
under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (``Securities 
Act'') securities issued by a small business investment company 
(``SBIC'') which is registered under the Investment Company Act of 1940 
(15 U.S.C. 80a-1 et seq.) (``Investment Company Act'') or a closed-end 
investment company that has elected to be regulated as a business 
development company (``BDC'') under the Investment Company Act, so long 
as the aggregate offering price of all securities of the issuer that 
may be sold within a 12-month period does not exceed $5,000,000 and 
certain other conditions are met. Rule 607 under Regulation E (17 CFR 
230.607) entitled, ``Sales material to be filed,'' requires sales 
material used in connection with securities offerings under Regulation 
E to be filed with the Commission at least five days (excluding 
weekends and

[[Page 37921]]

holidays) prior to its use.\1\ Commission staff reviews sales material 
filed under rule 607 for materially misleading statements and 
omissions. The requirements of rule 607 are designed to protect 
investors from the use of false or misleading sales material in 
connection with Regulation E offerings.
---------------------------------------------------------------------------

    \1\ Sales material includes advertisements, articles or other 
communications to be published in newspapers, magazines, or other 
periodicals; radio and television scripts; and letters, circulars or 
other written communications proposed to be sent given or otherwise 
communicated to more than ten persons.
---------------------------------------------------------------------------

    Respondents to this collection of information include SBICs and 
BDCs making an offering of securities pursuant to Regulation E. Two 
filings were submitted to the Commission under rule 607 in 2016, 2017, 
and 2018. Accordingly, we estimate one annual response. Each 
respondent's reporting burden under rule 607 relates to the burden 
associated with filing its sales material electronically, which is 
negligible. For administrative purposes, we estimate an annual burden 
of one hour.
    The requirements of this collection of information are mandatory. 
Responses 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 unless it displays a currently valid control number.
    The public may view the 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/
Chief Information Officer, Securities and Exchange Commission, c/o 
Candace Kenner, 100 F Street NE, Washington, DC 20549 or send an email 
to: [email protected]. Comments must be submitted to OMB within 30 
days of this notice.

    Dated: July 29, 2019.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-16472 Filed 8-1-19; 8:45 am]
 BILLING CODE 8011-01-P
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