Proposed Collection; Comment Request; Extension: Rule 12d2-2 and Form 25, 12385-12386 [2024-03272]

Download as PDF Federal Register / Vol. 89, No. 33 / Friday, February 16, 2024 / Notices SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–135, OMB Control No. 3235–0176] Submission for OMB Review; Comment Request; Extension: Rules 8b–1 to 8b–5; 8b–10 to 8b–22; and 8b– 25 to 8b–31 Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 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 (‘‘OMB’’) a request for extension of the previously approved collection of information discussed below. Rules 8b–1 to 8b–5; 8b–10 to 8b–22; and 8b–25 to 8b–31 (‘‘rules under Section 8(b)’’) (17 CFR 270.8b–1 to 8b– 31) under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) (‘‘Investment Company Act’’) set forth the procedures for preparing and filing a registration statement under the Investment Company Act. These procedures are intended to facilitate the registration process. These rules generally do not require respondents to report information.1 The Commission believes that it is appropriate to estimate the total respondent burden associated with preparing each registration statement form rather than attempt to isolate the impact of the procedural instructions under Section 8(b) of the Investment Company Act, which impose burdens only in the context of the preparation of the various registration statement forms. Accordingly, the Commission is not submitting a separate burden estimate for the rules under Section 8(b), but instead will include the burden for these rules in its estimates of burden for each of the registration forms under the Investment Company Act. The lotter on DSK11XQN23PROD with NOTICES1 1 Although the rules under Section 8(b) of the Investment Company Act are generally procedural in nature, two of the rules require respondents to disclose some limited information. Rule 8b–3 (17 CFR 270.8b–3) provides that whenever a registration form requires the title of securities to be stated, the registrant must indicate the type and general character of the securities to be issued. Rule 8b–22 (17 CFR 270.8b–22) provides that if the existence of control is open to reasonable doubt, the registrant may disclaim the existence of control, but it must state the material facts pertinent to the possible existence of control. The information required by both of these rules is necessary to ensure that investors have clear and complete information upon which to base an investment decision. VerDate Sep<11>2014 17:24 Feb 15, 2024 Jkt 262001 Commission is, however, submitting an hourly burden estimate of one hour for administrative purposes. The collection of information under the rules under Section 8(b) is mandatory. The information provided under the rules under Section 8(b) is not 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 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 by March 18, 2024 to (i) MBX.OMB.OIRA.SEC_desk_officer@ omb.eop.gov and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/ o John Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov. Dated: February 13, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–03271 Filed 2–15–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–86, OMB Control No. 3235–0080] Proposed Collection; Comment Request; Extension: Rule 12d2–2 and Form 25 Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 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 collections of information provided for in Rule 12d2–2 (17 CFR 240.12d2–2) and Form 25 (17 CFR 249.25) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The Commission plans to submit these existing collections of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 12385 On February 12, 1935, the Commission adopted Rule 12d2–2 1 and Form 25, under the Securities Exchange Act of 1934 (‘‘Act’’), to establish the conditions and procedures under which a security may be delisted from an exchange and withdrawn from registration under Section 12(b) of the Act.2 The Commission adopted amendments to Rule 12d2–2 and Form 25 in 2005.3 Under the amended Rule 12d2–2, all issuers and national securities exchanges seeking to delist and deregister a security in accordance with the rules of an exchange must file the adopted version of Form 25 with the Commission. The Commission also adopted amendments to Rule 19d–1 under the Act to require exchanges to file the adopted version of Form 25 as notice to the Commission under section 19(d) of the Act. Finally, the Commission adopted amendments to exempt standardized options and security futures products from section 12(d) of the Act. These amendments were intended to simplify the paperwork and procedure associated with a delisting and to unify general rules and procedures relating to the delisting process. Form 25 is useful because it informs the Commission and members of the public that a security previously traded on an exchange is no longer traded. In addition, Form 25 enables the Commission to verify that the delisting and/or deregistration has occurred in accordance with the rules of the exchange. Further, Form 25 helps to focus the attention of delisting issuers to make sure that they abide by the proper procedural and notice requirements associated with a delisting and/or a deregistration. Without Rule 12d2–2 and Form 25, as applicable, the Commission would be unable to fulfill its statutory responsibilities. There are 24 national securities exchanges that could possibly be respondents complying with the requirements of Rule 12d2–2 and Form 25.4 The burden of complying with Rule 1 See Securities Exchange Act Release No. 98 (Feb. 12, 1935). 2 See Securities Exchange Act Release No. 7011 (Feb. 5, 1963), 28 FR 1506 (Feb. 16, 1963). 3 See Securities Exchange Act Release No. 52029 (Jul. 14, 2005), 70 FR 42456 (Jul. 22, 2005). 4 The staff notes that a few of these 24 registered national securities exchanges only have rules to permit the listing of standardized options, which are exempt from Rule 12d2–2 under the Act. Nevertheless, the staff counted national securities exchanges that can only list options as potential respondents because these exchanges could potentially adopt new rules, subject to Commission approval under Section 19(b) of the Act, to list and trade equity and other securities that have to comply with Rule 12d2–2 under the Act. Notice E:\FR\FM\16FEN1.SGM Continued 16FEN1 lotter on DSK11XQN23PROD with NOTICES1 12386 Federal Register / Vol. 89, No. 33 / Friday, February 16, 2024 / Notices 12d2–2 and Form 25 is not evenly distributed among the exchanges, however, since there are many more securities listed on the New York Stock Exchange, the NASDAQ Stock Market, and NYSE American than on the other exchanges. However, for purposes of this filing, the Commission staff has assumed that the number of responses is evenly divided among the exchanges. Since approximately 985 responses under Rule 12d2–2 and Form 25 for the purpose of delisting and/or deregistration of equity securities are received annually by the Commission from the national securities exchanges, the resultant aggregate annual reporting hour burden would be, assuming on average one hour per response, 985 annual burden hours for all exchanges (24 exchanges × an average of 41.04 responses per exchange x 1 hour per response). In addition, since approximately 117 responses are received by the Commission annually from issuers wishing to remove their securities from listing and registration on exchanges, the Commission staff estimates that the aggregate annual reporting hour burden on issuers would be, assuming on average one reporting hour per response, 117 annual burden hours for all issuers (117 issuers × 1 response per issuer × 1 hour per response). Accordingly, the total annual hour burden for all respondents to comply with Rule 12d2–2 is 1,102 hours (985 hours for exchanges + 117 hours for issuers). The total related internal compliance cost associated with these burden hours is $269,852 ($226,796 for exchanges plus $43,056 for issuers). 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 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 by April 16, 2024. registrants that are registered as national securities exchanges solely for the purposes of trading securities futures products have not been counted since, as noted above, securities futures products are exempt from complying with Rule 12d–2–2 under the Act and therefore do not have to file Form 25. VerDate Sep<11>2014 17:24 Feb 15, 2024 Jkt 262001 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: 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. Dated: February 13, 2024. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–03272 Filed 2–15–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–99521; File No. SR– NYSEAMER–2024–07] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend the Connectivity Fee Schedule February 12, 2024. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’),2 and Rule 19b–4 thereunder,3 notice is hereby given that on January 29, 2024, NYSE American LLC (‘‘NYSE American’’ or the ‘‘Exchange’’) 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 self-regulatory organization. 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 the Connectivity Fee Schedule to expand existing wireless connections between the data center in Mahwah, New Jersey and Canada. 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. 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 II. Self-Regulatory Organization’s Statement of the Purpose of, and the 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, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Connectivity Fee Schedule to expand existing wireless connections between the data center in Mahwah, New Jersey (‘‘MDC’’) 4 and Canada.5 The Exchange expects that the proposed rule change would become operative no later than March 31, 2024. The Exchange will announce the date that the proposed services will be available through a customer notice. Proposed Changes to the Wireless Connections The Exchange currently offers wireless connections between the MDC and the access center in the Markham, Canada data center (‘‘Markham’’) of 1, 5 and 10 Mb (the ‘‘Markham Connections’’).6 The Exchange understands that purchasers may also wish to use a wireless bandwidth connection to send trading orders and relay market data between their equipment in the MDC and a data center 4 Through its Fixed Income and Data Services (‘‘FIDS’’) business, Intercontinental Exchange, Inc. (‘‘ICE’’) operates the MDC. The Exchange and its affiliates the New York Stock Exchange LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and NYSE National, Inc. (the ‘‘Affiliate SROs’’) are indirect subsidiaries of ICE. Each of the Exchange’s Affiliate SROs has submitted substantially the same proposed rule change to propose the changes described herein. See SR–NYSE–2024–05, SR–NYSEArca–2024–11, SR–NYSECHX–2024–03, and SR–NYSENAT–2024– 02. 5 Although it presently has proprietary use of it, FIDS does not own the wireless network that would be used to provide the services. The services would be provided by FIDS pursuant to an agreement with one or more non-ICE entities. 6 See Securities Exchange Act Release No. 90209 (October 15, 2020), 85 FR 67044 (October 21, 2020) (SR–NYSE–2020–05, SR–NYSEAMER–2020–05, SR–NYSEArca–2020–08, SR–NYSECHX–2020–02, SR–NYSENAT–2020–03, SR–NYSE–2020–11, SR– NYSEAMER–2020–10, SR–NYSEArca–2020–15, SR–NYSECHX–2020–05, SR–NYSENAT–2020–08). E:\FR\FM\16FEN1.SGM 16FEN1

Agencies

[Federal Register Volume 89, Number 33 (Friday, February 16, 2024)]
[Notices]
[Pages 12385-12386]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-03272]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-86, OMB Control No. 3235-0080]


Proposed Collection; Comment Request; Extension: Rule 12d2-2 and 
Form 25

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    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 collections 
of information provided for in Rule 12d2-2 (17 CFR 240.12d2-2) and Form 
25 (17 CFR 249.25) under the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.). The Commission plans to submit these existing collections 
of information to the Office of Management and Budget (``OMB'') for 
extension and approval.
    On February 12, 1935, the Commission adopted Rule 12d2-2 \1\ and 
Form 25, under the Securities Exchange Act of 1934 (``Act''), to 
establish the conditions and procedures under which a security may be 
delisted from an exchange and withdrawn from registration under Section 
12(b) of the Act.\2\ The Commission adopted amendments to Rule 12d2-2 
and Form 25 in 2005.\3\ Under the amended Rule 12d2-2, all issuers and 
national securities exchanges seeking to delist and deregister a 
security in accordance with the rules of an exchange must file the 
adopted version of Form 25 with the Commission. The Commission also 
adopted amendments to Rule 19d-1 under the Act to require exchanges to 
file the adopted version of Form 25 as notice to the Commission under 
section 19(d) of the Act. Finally, the Commission adopted amendments to 
exempt standardized options and security futures products from section 
12(d) of the Act. These amendments were intended to simplify the 
paperwork and procedure associated with a delisting and to unify 
general rules and procedures relating to the delisting process.
---------------------------------------------------------------------------

    \1\ See Securities Exchange Act Release No. 98 (Feb. 12, 1935).
    \2\ See Securities Exchange Act Release No. 7011 (Feb. 5, 1963), 
28 FR 1506 (Feb. 16, 1963).
    \3\ See Securities Exchange Act Release No. 52029 (Jul. 14, 
2005), 70 FR 42456 (Jul. 22, 2005).
---------------------------------------------------------------------------

    Form 25 is useful because it informs the Commission and members of 
the public that a security previously traded on an exchange is no 
longer traded. In addition, Form 25 enables the Commission to verify 
that the delisting and/or deregistration has occurred in accordance 
with the rules of the exchange. Further, Form 25 helps to focus the 
attention of delisting issuers to make sure that they abide by the 
proper procedural and notice requirements associated with a delisting 
and/or a deregistration. Without Rule 12d2-2 and Form 25, as 
applicable, the Commission would be unable to fulfill its statutory 
responsibilities.
    There are 24 national securities exchanges that could possibly be 
respondents complying with the requirements of Rule 12d2-2 and Form 
25.\4\ The burden of complying with Rule

[[Page 12386]]

12d2-2 and Form 25 is not evenly distributed among the exchanges, 
however, since there are many more securities listed on the New York 
Stock Exchange, the NASDAQ Stock Market, and NYSE American than on the 
other exchanges. However, for purposes of this filing, the Commission 
staff has assumed that the number of responses is evenly divided among 
the exchanges. Since approximately 985 responses under Rule 12d2-2 and 
Form 25 for the purpose of delisting and/or deregistration of equity 
securities are received annually by the Commission from the national 
securities exchanges, the resultant aggregate annual reporting hour 
burden would be, assuming on average one hour per response, 985 annual 
burden hours for all exchanges (24 exchanges x an average of 41.04 
responses per exchange x 1 hour per response). In addition, since 
approximately 117 responses are received by the Commission annually 
from issuers wishing to remove their securities from listing and 
registration on exchanges, the Commission staff estimates that the 
aggregate annual reporting hour burden on issuers would be, assuming on 
average one reporting hour per response, 117 annual burden hours for 
all issuers (117 issuers x 1 response per issuer x 1 hour per 
response). Accordingly, the total annual hour burden for all 
respondents to comply with Rule 12d2-2 is 1,102 hours (985 hours for 
exchanges + 117 hours for issuers). The total related internal 
compliance cost associated with these burden hours is $269,852 
($226,796 for exchanges plus $43,056 for issuers).
---------------------------------------------------------------------------

    \4\ The staff notes that a few of these 24 registered national 
securities exchanges only have rules to permit the listing of 
standardized options, which are exempt from Rule 12d2-2 under the 
Act. Nevertheless, the staff counted national securities exchanges 
that can only list options as potential respondents because these 
exchanges could potentially adopt new rules, subject to Commission 
approval under Section 19(b) of the Act, to list and trade equity 
and other securities that have to comply with Rule 12d2-2 under the 
Act. Notice registrants that are registered as national securities 
exchanges solely for the purposes of trading securities futures 
products have not been counted since, as noted above, securities 
futures products are exempt from complying with Rule 12d-2-2 under 
the Act and therefore do not have to file Form 25.
---------------------------------------------------------------------------

    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 
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 by 
April 16, 2024.
    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: 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: 
[email protected].

    Dated: February 13, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03272 Filed 2-15-24; 8:45 am]
BILLING CODE 8011-01-P
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