For Submission Comment Request, 58367-58368 [2021-22902]

Download as PDF Federal Register / Vol. 86, No. 201 / Thursday, October 21, 2021 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 J. Matthew DeLesDernier, Assistant Secretary. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.7 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–22937 Filed 10–20–21; 8:45 am] [FR Doc. 2021–22925 Filed 10–20–21; 8:45 am] BILLING CODE 8011–01–P BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–330, OMB Control No. 3235–0372] [Release No. 34–93346; File No. SR– PEARL–2021–32] For Submission Comment Request Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Withdrawal of a Proposed Rule Change To Amend the MIAX Pearl Options Fee Schedule To Remove Certain Credits and Increase Trading Permit Fees Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, Washington, DC 20549–0213 October 15, 2021. 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’’) is soliciting comments on the existing collection of information provided for in Rule 15c2–12— Municipal Securities Disclosure (17 CFR 240.15c2–12) 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. Paragraph (b) of Rule 15c2–12 requires underwriters of municipal securities: (1) To obtain and review an official statement ‘‘deemed final’’ by an issuer of the securities, except for the omission of specified information prior to making a bid, purchase, offer, or sale of municipal securities; (2) in noncompetitively bid offerings, to send, upon request, a copy of the most recent preliminary official statement (if one exists) to potential customers; (3) to contract with the issuer to receive, within a specified time, sufficient copies of the final official statement to comply with Rule 15c2–12’s delivery requirement and the rules of the Municipal Securities Rulemaking Board (‘‘MSRB’’); (4) to send, upon request, a copy of the final official statement to potential customers for a specified period of time; and (5) before purchasing or selling municipal securities in connection with an offering, to reasonably determine that the issuer or the obligated person has undertaken, in a written agreement or contract, for the benefit of holders of such municipal securities, to provide On July 1, 2021, MIAX PEARL, LLC (‘‘MIAX Pearl’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change to amend the MIAX Pearl Options Fee Schedule to remove certain credits and increase monthly Trading Permit fees for Exchange Members. The proposed rule change was immediately effective upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Act.3 On July 15, 2021, the proposed rule change was published for comment in the Federal Register.4 On August 27, 2021, pursuant to Section 19(b)(3)(C) of the Act, the Commission: (1) Temporarily suspended the proposed rule change; and (2) instituted proceedings to determine whether to approve or disapprove the proposal.5 The Commission received one comment letter on the proposal.6 On October 12, 2021, the Exchange withdrew the proposed rule change (SR–PEARL– 2021–32). 25 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 See Securities Exchange Act Release No. 92366 (July 9, 2021), 86 FR 37379. 5 See Securities Exchange Act Release No. 92797, 86 FR 49399 (September 2, 2021). 6 See Letter from Richard J. McDonald, Susquehanna International Group, LLP, to Vanessa Countryman, Secretary, Commission, dated September 28, 2021, available at: https:// www.sec.gov/comments/sr-pearl-2021-32/ srpearl202132-9295793-259789.pdf. jspears on DSK121TN23PROD with NOTICES1 1 15 VerDate Sep<11>2014 17:35 Oct 20, 2021 Jkt 256001 Extension: Rule 15c2–12 7 17 PO 00000 CFR 200.30–3(a)(57) and (58). Frm 00121 Fmt 4703 Sfmt 4703 58367 certain information on a continuing basis to the MSRB in an electronic format as prescribed by the MSRB. The information to be provided consists of: (1) Certain annual financial and operating information and audited financial statements (‘‘annual filings’’); (2) notices of the occurrence of any of 16 specific events (‘‘event notices’’); and (3) notices of the failure of an issuer or obligated person to make a submission required by a continuing disclosure agreement (‘‘failure to file notices’’). Rule 15c2–12 is intended to enhance disclosure, and thereby reduce fraud, in the municipal securities market by establishing standards for obtaining, reviewing and disseminating information about municipal securities by their underwriters. Municipal offerings of less than $1 million are exempt from the rule, as are offerings of municipal securities issued in large denominations that are sold to no more than 35 sophisticated investors or have short-term maturities. It is estimated that approximately 28,000 issuers, 250 broker-dealers and the MSRB will spend a total of 797,681 hours per year complying with Rule 15c2–12.1 Based on data from the MSRB through December 2020, issuers annually submit approximately 61,964 annual filings to the MSRB. Commission staff estimates that an issuer will require approximately seven hours to prepare and submit annual filings to the MSRB. Therefore, the total annual burden on issuers to prepare and submit 61,964 annual filings to the MSRB is estimated to be 433,748 hours. Based on data from the MSRB through December 2020, issuers annually submit approximately 54,121 event notices to the MSRB. Commission staff estimates that an issuer will require approximately four hours to prepare and submit event notices to the MSRB. Therefore, the total annual burden on issuers to prepare and submit 54,121 event notices to the MSRB is estimated to be 216,484 hours. Based on data from the MSRB through December 2020, issuers annually submit approximately 3,597 failure to file notices to the MSRB. Commission staff estimates that an issuer will require approximately two hours to prepare and submit failure to file notices to the MSRB. Therefore, the total annual 1 54,121 (annual number of event notices) × 4 (average estimate of hours needed to prepare and submit each) + 61,964 (annual number of annual filings) × 7 (average estimate of hours needed to prepare and submit each) + 3,597 (annual number of failure to file notices) × 2 (average estimate of hours needed to prepare and submit each) = 657,426 hours. 657,426 hours (estimated total annual burden on issuers) + 25,000 (estimated total annual MSRB burden) + 115,255 (estimated total annual burden on broker-dealers) = 797,681 hours. E:\FR\FM\21OCN1.SGM 21OCN1 58368 Federal Register / Vol. 86, No. 201 / Thursday, October 21, 2021 / Notices jspears on DSK121TN23PROD with NOTICES1 burden on issuers to prepare and submit 3,597 failure to file notices to the MSRB is estimated to be 7,194 hours. Commission staff estimates that the total annual burden on broker-dealers to comply with Rule 15c2–12 is 115,255 hours. Finally, Commission staff estimates that the MSRB will incur an annual burden of 25,000 hours to collect, index, store, retrieve and make available the pertinent documents under Rule 15c2–12. The Commission estimates that up to 65% of issuers may use designated agents to submit some or all of their continuing disclosure documents to the MSRB. The Commission estimates that the average total annual cost that may be incurred by issuers that use the services of a designated agent will be $15,470,000.2 Further, the Commission estimates that issuers will retain outside counsel to assist with filing approximately 1,100 event notices. The Commission estimates the average total annual cost incurred by issuers to retain outside counsel to assist in the evaluation and preparation of certain event notices will be $1,760,000.3 Thus, the total estimated cost to issuers to comply with the rule is $17,230,000.4 The Commission initially estimated that the MSRB would incur total annual costs of $670,000 to operate the continuing disclosure service for the MSRB’s Electronic Municipal Market Access (‘‘EMMA’’) system. This estimate was based on prior discussions with MSRB staff. Based on more recent discussions with MSRB staff, the Commission now estimates the total cost to operate the continuing disclosure service for EMMA to be $1,055,000.5 An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information 2 28,000 (number of issuers) × .65 (percentage of issuers that may use designated agents) × $850 (estimated average annual cost for issuer’s use of designated agent to submit filings to the Rule) = $15,470,000. 3 1,100 (estimate of number of event notices requiring outside counsel) × 4 (estimated number of hours for outside attorney to assist in the preparation of such event notice) × $400 (hourly wage for an outside attorney) = $1,760,000. The Commission recognizes that the costs of retaining outside professionals may vary depending on the nature of the professional services, but for purposes of this PRA analysis we estimate that costs of outside counsel would be an average of $400 per hour. 4 $15,470,000 (estimated total cost for issuer’s use of designated agent to submit filings) + $1,760,000 (estimated total cost for issuer to employ outside counsel in the examination, preparation, and filing of certain event notices) = $17,230,000. 5 The updated figure is comprised of an approximate cost of $670,000 for hardware and software and an approximate cost of $385,000 for external third-party costs. $670,000 + $385,000 = $1,055,000. VerDate Sep<11>2014 17:35 Oct 20, 2021 Jkt 256001 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 recommendations for the proposed information collection should be sent within 30 days of publication of this notice to (i) www.reginfo.gov/public/do/ PRAMain and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe EDGX Exchange, Inc. (‘‘EDGX’’ or the ‘‘Exchange’’) is filing with the Securities and Exchange Commission (the ‘‘Commission’’) a proposed rule change to extend the current pilot program related to EDGX Rule 11.15, Clearly Erroneous Executions, to the close of business on April 20, 2022. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ options/regulation/rule_filings/edgx/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. Dated: October 15, 2021. J. Matthew DeLesDernier, Assistant Secretary. 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 Exchange 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 these 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, of the most significant aspects of such statements. [FR Doc. 2021–22902 Filed 10–20–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93345; File No. SR– CboeEDGX–2021–045] Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Extend the Current Pilot Program Related to Clearly Erroneous Executions, to the Close of Business on April 20, 2022 October 15, 2021. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on October 14, 2021, Cboe EDGX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘EDGX’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, and II below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this filing is to extend the effectiveness of the Exchange’s current rule applicable to Clearly Erroneous Executions to the close of business on October 20, 2021. Portions of Rule 11.15, explained in further detail below, are currently operating as a pilot program set to expire on October 20, 2021.5 On September 10, 2010, the Commission approved, on a pilot basis, changes to EDGX Rule 11.15 that, among other things: (i) Provided for uniform treatment of clearly erroneous execution reviews in multistock events involving twenty or more securities; and (ii) reduced the ability of the Exchange to deviate from the objective standards set forth in the rule. 6 5 See Securities Exchange Act Release No. 91554 (April 14, 2021), 86 FR 20567 (April 20, 2021) (SR– CboeEDGX–2021–019). 6 See Securities Exchange Act Release No. 62886 (September 10, 2010), 75 FR 56613 (September 16, 2010) (SR–EDGX–2010–03). E:\FR\FM\21OCN1.SGM 21OCN1

Agencies

[Federal Register Volume 86, Number 201 (Thursday, October 21, 2021)]
[Notices]
[Pages 58367-58368]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-22902]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-330, OMB Control No. 3235-0372]


For Submission Comment Request

Upon Written Request Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, Washington, DC 20549-0213

Extension:
    Rule 15c2-12

    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'') is soliciting comments on the existing 
collection of information provided for in Rule 15c2-12--Municipal 
Securities Disclosure (17 CFR 240.15c2-12) 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.
    Paragraph (b) of Rule 15c2-12 requires underwriters of municipal 
securities: (1) To obtain and review an official statement ``deemed 
final'' by an issuer of the securities, except for the omission of 
specified information prior to making a bid, purchase, offer, or sale 
of municipal securities; (2) in non-competitively bid offerings, to 
send, upon request, a copy of the most recent preliminary official 
statement (if one exists) to potential customers; (3) to contract with 
the issuer to receive, within a specified time, sufficient copies of 
the final official statement to comply with Rule 15c2-12's delivery 
requirement and the rules of the Municipal Securities Rulemaking Board 
(``MSRB''); (4) to send, upon request, a copy of the final official 
statement to potential customers for a specified period of time; and 
(5) before purchasing or selling municipal securities in connection 
with an offering, to reasonably determine that the issuer or the 
obligated person has undertaken, in a written agreement or contract, 
for the benefit of holders of such municipal securities, to provide 
certain information on a continuing basis to the MSRB in an electronic 
format as prescribed by the MSRB. The information to be provided 
consists of: (1) Certain annual financial and operating information and 
audited financial statements (``annual filings''); (2) notices of the 
occurrence of any of 16 specific events (``event notices''); and (3) 
notices of the failure of an issuer or obligated person to make a 
submission required by a continuing disclosure agreement (``failure to 
file notices'').
    Rule 15c2-12 is intended to enhance disclosure, and thereby reduce 
fraud, in the municipal securities market by establishing standards for 
obtaining, reviewing and disseminating information about municipal 
securities by their underwriters.
    Municipal offerings of less than $1 million are exempt from the 
rule, as are offerings of municipal securities issued in large 
denominations that are sold to no more than 35 sophisticated investors 
or have short-term maturities.
    It is estimated that approximately 28,000 issuers, 250 broker-
dealers and the MSRB will spend a total of 797,681 hours per year 
complying with Rule 15c2-12.\1\ Based on data from the MSRB through 
December 2020, issuers annually submit approximately 61,964 annual 
filings to the MSRB. Commission staff estimates that an issuer will 
require approximately seven hours to prepare and submit annual filings 
to the MSRB. Therefore, the total annual burden on issuers to prepare 
and submit 61,964 annual filings to the MSRB is estimated to be 433,748 
hours. Based on data from the MSRB through December 2020, issuers 
annually submit approximately 54,121 event notices to the MSRB. 
Commission staff estimates that an issuer will require approximately 
four hours to prepare and submit event notices to the MSRB. Therefore, 
the total annual burden on issuers to prepare and submit 54,121 event 
notices to the MSRB is estimated to be 216,484 hours. Based on data 
from the MSRB through December 2020, issuers annually submit 
approximately 3,597 failure to file notices to the MSRB. Commission 
staff estimates that an issuer will require approximately two hours to 
prepare and submit failure to file notices to the MSRB. Therefore, the 
total annual

[[Page 58368]]

burden on issuers to prepare and submit 3,597 failure to file notices 
to the MSRB is estimated to be 7,194 hours. Commission staff estimates 
that the total annual burden on broker-dealers to comply with Rule 
15c2-12 is 115,255 hours. Finally, Commission staff estimates that the 
MSRB will incur an annual burden of 25,000 hours to collect, index, 
store, retrieve and make available the pertinent documents under Rule 
15c2-12.
---------------------------------------------------------------------------

    \1\ 54,121 (annual number of event notices) x 4 (average 
estimate of hours needed to prepare and submit each) + 61,964 
(annual number of annual filings) x 7 (average estimate of hours 
needed to prepare and submit each) + 3,597 (annual number of failure 
to file notices) x 2 (average estimate of hours needed to prepare 
and submit each) = 657,426 hours. 657,426 hours (estimated total 
annual burden on issuers) + 25,000 (estimated total annual MSRB 
burden) + 115,255 (estimated total annual burden on broker-dealers) 
= 797,681 hours.
---------------------------------------------------------------------------

    The Commission estimates that up to 65% of issuers may use 
designated agents to submit some or all of their continuing disclosure 
documents to the MSRB. The Commission estimates that the average total 
annual cost that may be incurred by issuers that use the services of a 
designated agent will be $15,470,000.\2\ Further, the Commission 
estimates that issuers will retain outside counsel to assist with 
filing approximately 1,100 event notices. The Commission estimates the 
average total annual cost incurred by issuers to retain outside counsel 
to assist in the evaluation and preparation of certain event notices 
will be $1,760,000.\3\ Thus, the total estimated cost to issuers to 
comply with the rule is $17,230,000.\4\
---------------------------------------------------------------------------

    \2\ 28,000 (number of issuers) x .65 (percentage of issuers that 
may use designated agents) x $850 (estimated average annual cost for 
issuer's use of designated agent to submit filings to the Rule) = 
$15,470,000.
    \3\ 1,100 (estimate of number of event notices requiring outside 
counsel) x 4 (estimated number of hours for outside attorney to 
assist in the preparation of such event notice) x $400 (hourly wage 
for an outside attorney) = $1,760,000. The Commission recognizes 
that the costs of retaining outside professionals may vary depending 
on the nature of the professional services, but for purposes of this 
PRA analysis we estimate that costs of outside counsel would be an 
average of $400 per hour.
    \4\ $15,470,000 (estimated total cost for issuer's use of 
designated agent to submit filings) + $1,760,000 (estimated total 
cost for issuer to employ outside counsel in the examination, 
preparation, and filing of certain event notices) = $17,230,000.
---------------------------------------------------------------------------

    The Commission initially estimated that the MSRB would incur total 
annual costs of $670,000 to operate the continuing disclosure service 
for the MSRB's Electronic Municipal Market Access (``EMMA'') system. 
This estimate was based on prior discussions with MSRB staff. Based on 
more recent discussions with MSRB staff, the Commission now estimates 
the total cost to operate the continuing disclosure service for EMMA to 
be $1,055,000.\5\
---------------------------------------------------------------------------

    \5\ The updated figure is comprised of an approximate cost of 
$670,000 for hardware and software and an approximate cost of 
$385,000 for external third-party costs. $670,000 + $385,000 = 
$1,055,000.
---------------------------------------------------------------------------

    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 
recommendations for the proposed information collection should be sent 
within 30 days of publication of this notice to (i) www.reginfo.gov/public/do/PRAMain and (ii) David Bottom, Director/Chief Information 
Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F 
Street NE, Washington, DC 20549, or by sending an email to: 
[email protected].

    Dated: October 15, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-22902 Filed 10-20-21; 8:45 am]
BILLING CODE 8011-01-P
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