Share Repurchase Disclosure Modernization, 24372-24378 [2024-06187]
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Federal Register / Vol. 89, No. 68 / Monday, April 8, 2024 / Rules and Regulations
Issued in Washington, DC, on March 29,
2024.
Thomas J. Nichols,
Manager, Aviation Safety, Flight Standards
Service, Standards Section, Flight Procedures
& Airspace Group, Flight Technologies &
Procedures Division.
Adoption of the Amendment
Accordingly, pursuant to the
authority delegated to me, 14 CFR part
97 is amended by establishing,
amending, suspending, or removing
Standard Instrument Approach
Procedures and/or Takeoff Minimums
and Obstacle Departure Procedures
effective at 0901 UTC on the dates
specified, as follows:
PART 97—STANDARD INSTRUMENT
APPROACH PROCEDURES
1. The authority citation for part 97
continues to read as follows:
■
Authority: 49 U.S.C. 106(f), 106(g), 40103,
40106, 40113, 40114, 40120, 44502, 44514,
44701, 44719, 44721–44722.
2. Part 97 is amended to read as
follows:
■
Effective 16 May 2024
Tucson, AZ, TUS, RNAV (RNP) Y RWY 11L,
Orig-B, CANCELED
Tucson, AZ, TUS, RNAV (RNP) Y RWY 29R,
Orig-E, CANCELED
Grand Junction, CO, GJT, ILS OR LOC RWY
11, Amdt 17
Grand Junction, CO, GJT, LDA RWY 29,
Amdt 1
Grand Junction, CO, KGJT, MONUMENT
THREE, Graphic DP
Grand Junction, CO, GJT, RNAV (GPS) RWY
29, Amdt 2
Grand Junction, CO, GJT, RNAV (GPS) Y
RWY 11, Admt 2
Grand Junction, CO, GJT, RNAV (RNP) Z
RWY 11, Amdt 1
Grand Junction, CO, KGJT, Takeoff
Minimums and Obstacle DP, Amdt 12
Washington, DC, IAD, ILS OR LOC RWY 1R,
ILS RWY 1R (CAT II), ILS RWY 1R (CAT
III), Amdt 25
Washington, DC, IAD, RNAV (GPS) Y RWY
1R, Amdt 2
Griffith, IN, 05C, RNAV (GPS) RWY 8, OrigC
South Bend, IN, SBN, RNAV (GPS) RWY 9R,
Amdt 1D
South Bend, IN, SBN, RNAV (GPS) RWY 36,
Amdt 1D
New Bedford, MA, EWB, RNAV (GPS) RWY
14, Orig-F
Glencoe, MN, GYL, RNAV (GPS) RWY 13,
Orig-B
Glencoe, MN, GYL, RNAV (GPS) RWY 31,
Amdt 1A
Glencoe, MN, KGYL, Takeoff Minimums and
Obstacle DP, Orig-A
Grand Marais, MN, CKC, NDB RWY 28,
Amdt 1B, CANCELED
Sauk Centre, MN, D39, RNAV (GPS) RWY 32,
Amdt 1D
Manchester, NH, MHT, ILS OR LOC RWY 6,
Amdt 3B
Manchester, NH, MHT, ILS OR LOC RWY 17,
Amdt 4
Harrison, OH, I67, VOR RWY 19, Amdt 4A,
CANCELED
Hillsboro, OH, HOC, RNAV (GPS) RWY 23,
Orig-C
Lancaster, OH, LHQ, VOR–A, Amdt 11
Charlottesville, VA, KCHO, Takeoff
Minimums and Obstacle DP, Amdt 11
Rescinded: On March 18, 2024 (89 FR
19236), the FAA published an Amendment
in Docket No. 31535, Amdt No. 4103, to part
97 of the Federal Aviation Regulations under
§ 97.33. The following entry for Albany, NY,
effective May 16, 2024, is hereby rescinded
in its entirety:
Albany, NY, ALB, RNAV (GPS) RWY 28,
Amdt 1
ACTION:
[FR Doc. 2024–07241 Filed 4–5–24; 8:45 am]
Brian D. Sims, Special Counsel, Office
of Rulemaking, at (202) 551–3430,
Division of Corporation Finance; and,
with respect to the application to
investment companies, Andrew Deglin,
Counsel, at (202) 551–6792, Investment
Company Regulation Office, Division of
Investment Management; U.S. Securities
and Exchange Commission, 100 F Street
NE, Washington, DC 20549.
BILLING CODE 4910–13–P
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 229, 232, 240, 249, and
274
[Release Nos. 34–99778; IC–35157; File No.
S7–21–21]
Final rule; technical
amendments.
The Securities and Exchange
Commission (‘‘Commission’’) is
adopting technical amendments to
various rules and forms under the
Securities Exchange Act of 1934
(‘‘Exchange Act’’) and the Investment
Company Act of 1940 (‘‘Investment
Company Act’’) to reflect a Federal
court’s vacatur of rule amendments that
the Commission adopted on May 3,
2023, to modernize and improve
disclosure about repurchases of an
issuer’s equity securities that are
registered under the Exchange Act
(‘‘Repurchase Rule’’). The court’s
vacatur of the Repurchase Rule was
effective as of December 19, 2023, and
had the legal effect of reverting to the
rules and forms that existed prior to the
effective date of the Repurchase Rule.
These technical amendments revise the
Code of Federal Regulations (‘‘CFR’’) to
reflect the court’s vacatur of the
Repurchase Rule.
SUMMARY:
This rule is effective April 8,
2024. The Federal court’s vacatur of the
rule amendments was applicable as of
December 19, 2023.
DATES:
FOR FURTHER INFORMATION CONTACT:
The
Commission is adopting technical
amendments to the following rules and
forms:
SUPPLEMENTARY INFORMATION:
Share Repurchase Disclosure
Modernization
Securities and Exchange
Commission.
AGENCY:
CFR citation
(17 CFR)
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Commission reference
Regulation S–K:
Items 10 through 1305 ......................................................................
Item 408 ............................................................................................
Item 601 ............................................................................................
Item 703 ............................................................................................
Regulation S–T:
Rules 10 through 903 ........................................................................
Rule 405 ............................................................................................
Exchange Act: 1
Rule 13a–21 ......................................................................................
Form F–SR ........................................................................................
Form 20–F .........................................................................................
Form 10–Q ........................................................................................
Form 10–K .........................................................................................
Form N–CSR .....................................................................................
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§§ 229.10 through 229.1305.
§ 229.408.
§ 229.601.
§ 229.703.
§§ 232.10 through 232.903.
§ 232.405.
§ 240.13a–21.
§ 249.333.
§ 249.220f.
§ 249.308a.
§ 249.310.
§§ 249.331 and 274.128.
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Federal Register / Vol. 89, No. 68 / Monday, April 8, 2024 / Rules and Regulations
Rule. For these reasons, for good cause,
the Commission finds that notice and
public comment are unnecessary.6
For similar reasons, although the APA
generally requires publication of a rule
at least 30 days before its effective date,
the Commission finds there is good
cause for the amendments to take effect
on April 8, 2024.7
Pursuant to the Congressional Review
Act, the Office of Information and
Regulatory Affairs has designated these
amendments not a ‘‘major rule,’’ as
defined by 5 U.S.C. 804(2).
I. Background
On May 3, 2023, the Commission
adopted the Repurchase Rule, which
modernized and improved disclosures
about repurchases of an issuer’s equity
securities that are registered under the
Exchange Act, and it became effective
on July 31, 2023.2 On December 19,
2023, the U.S. Court of Appeals for the
Fifth Circuit vacated the Repurchase
Rule.3 The court’s vacatur of the
Repurchase Rule was effective as of
December 19, 2023 and had the legal
effect of reverting to the rules and forms
that existed prior to the effective date of
the Repurchase Rule. These technical
amendments reflect the vacatur in the
CFR by rescinding the changes to the
rules and forms promulgated under the
Exchange Act and the Investment
Company Act, including the addition of
new Form F–SR, that were implemented
under the now vacated Repurchase
Rule. The text of Forms 20–F, 10–Q, 10–
K, and N–CSR do not appear in the
CFR.4
Statutory Authority
The amendments contained in this
release are being adopted under the
authority set forth in sections 12, 13, 15,
and 23(a) of the Exchange Act, and
Sections 8, 23, 24(a), 30, 31, and 38 of
the Investment Company Act.
List of Subjects in 17 CFR Parts 229,
232, 240, 249, and 274
Reporting and record keeping
requirements, Securities.
The Administrative Procedure Act
(‘‘APA’’) generally requires an agency to
publish notice of a rulemaking in the
Federal Register and provide an
opportunity for public comment. This
requirement does not apply, however, if
the agency ‘‘for good cause finds . . .
that notice and public procedure are
impracticable, unnecessary, or contrary
to the public interest.’’ 5
The technical amendments do not
impose any new substantive regulatory
requirements on any person and merely
reflect the vacatur of the Repurchase
Authority: 15 U.S.C. 77e, 77f, 77g, 77h,
77j, 77k, 77s, 77z–2, 77z–3, 77aa(25),
77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j–3, 78l,
78m, 78n, 78n–1, 78o, 78u–5, 78w, 78ll, 78
mm, 80a–8, 80a–9, 80a–20, 80a–29, 80a–30,
80a–31(c), 80a–37, 80a–38(a), 80a–39, 80b–11
and 7201 et seq.; 18 U.S.C. 1350; sec. 953(b),
Pub. L. 111–203, 124 Stat. 1904 (2010); and
sec. 102(c), Pub. L. 112–106, 126 Stat. 310
(2012).
§ 229.408
[Amended]
2. Amend § 229.408 by removing and
reserving paragraph (d).
■
§ 229.601
[Amended]
3. Amend § 229.601 by:
a. In the exhibit table in paragraph (a),
removing and reserving entry (26); and
■ b. Removing and reserving paragraph
(b)(26).
■
■
■
4. Revise § 229.703 to read as follows:
§ 229.703 (Item 703) Purchases of equity
securities by the issuer and affiliated
purchasers.
Text of Amendments
For the reasons set forth in the
preamble, the Commission amends title
17, chapter II of the Code of Federal
Regulations as follows:
II. Procedural and Other Matters
24373
PART 229—STANDARD
INSTRUCTIONS FOR FILING FORMS
UNDER SECURITIES ACT OF 1933,
SECURITIES EXCHANGE ACT OF 1934
AND ENERGY POLICY AND
CONSERVATION ACT OF 1975—
REGULATION S–K
(a) In the following tabular format,
provide the information specified in
paragraph (b) of this Item with respect
to any purchase made by or on behalf
of the issuer or any ‘‘affiliated
purchaser,’’ as defined in § 240.10b–
18(a)(3) of this chapter of shares or other
units of any class of the issuer’s equity
securities that is registered by the issuer
pursuant to section 12 of the Exchange
Act (15 U.S.C. 781).
1. The authority citation for part 229
continues to read as follows:
■
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Total number of
shares (or units)
purchased
Period
(b)
Average price
paid per share
(or unit)
(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs
(d)
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet
be purchased under
the plans or programs
Month #1 (identify beginning and ending dates).
Month #2 (identify beginning and ending dates).
Month #3 (identify beginning and ending dates).
Total
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1 15
U.S.C. 78a et seq.
Repurchase Disclosure Modernization,
Release No. 34–97424 (May 3, 2023) [88 FR 36002
(June 1, 2023)].
3 Chamber of Com. of the USA v. SEC, 88 F.4th
1115 (5th Cir. 2023).
4 Forms 20–F, 10–Q and 10–K can be found at:
https://www.sec.gov/divisions/corpfin/forms/
exchange.shtml and Form N–CSR can be found at:
2 Share
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https://www.sec.gov/files/formn-csr.pdf. The court’s
order vacated new Form F–SR.
5 5 U.S.C. 553(b)(3)(B).
6 This finding also satisfies the requirements of 5
U.S.C. 808(2), allowing the amendments to become
effective notwithstanding the requirement of 5
U.S.C. 801 (if a federal agency finds that notice and
public comment are impractical, unnecessary or
contrary to the public interest, a rule shall take
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effect at such time as the federal agency
promulgating the rule determines). The
amendments also do not require analysis under the
Regulatory Flexibility Act. See 5 U.S.C. 604(a)
(requiring a final regulatory flexibility analysis only
for rules required by the APA or other law to
undergo notice and comment).
7 See 5 U.S.C. 553(d)(3).
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(b) The table shall include the
following information for each class or
series of securities for each month
included in the period covered by the
report:
(1) The total number of shares (or
units) purchased (column (a));
Instruction to paragraph (b)(1) of Item
703: Include in this column all issuer
repurchases, including those made
pursuant to publicly announced plans
or programs and those not made
pursuant to publicly announced plans
or programs. Briefly disclose, by
footnote to the table, the number of
shares purchased other than through a
publicly announced plan or program
and the nature of the transaction (e.g.,
whether the purchases were made in
open-market transactions, tender offers,
in satisfaction of the company’s
obligations upon exercise of outstanding
put options issued by the company, or
other transactions).
(2) The average price paid per share
(or unit) (column (b));
(3) The total number of shares (or
units) purchased as part of publicly
announced repurchase plans or
programs (column (c)); and
(4) The maximum number (or
approximate dollar value) of shares (or
units) that may yet be purchased under
the plans or programs (column (d)).
Instructions to paragraphs (b)(3) and
(b)(4) of Item 703:
1. In the table, disclose this
information in the aggregate for all plans
or programs publicly announced.
2. By footnote to the table, indicate:
a. The date each plan or program was
announced;
b. The dollar amount (or share or unit
amount) approved;
c. The expiration date (if any) of each
plan or program;
d. Each plan or program that has
expired during the period covered by
the table; and
e. Each plan or program the issuer has
determined to terminate prior to
expiration, or under which the issuer
does not intend to make further
purchases.
Instruction to Item 703: Disclose all
purchases covered by this Item,
including purchases that do not satisfy
the conditions of the safe harbor of
§ 240.10b–18 of this chapter.
PART 232—REGULATION S–T—
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
5. The general authority citation for
part 232 continues to read as follows:
■
Authority: 15 U.S.C. 77c, 77f, 77g, 77h,
77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m,
78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8,
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80a–29, 80a–30, 80a–37, 80b–4, 80b–6a, 80b–
10, 80b–11, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
*
*
*
*
*
6. Amend § 232.405 by:
■ a. Revising the introductory text and
paragraphs (a)(2) and (4) and (b)(4)(iii);
■ b. Removing and reserving paragraph
(b)(4)(iv); and
■ c. Revising Note 1 to § 232.405.
The revisions read as follows:
■
§ 232.405 Interactive Data File
submissions.
This section applies to electronic
filers that submit Interactive Data Files.
Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of Regulation S–K),
General Instruction F of § 249.311 (Form
11–K), paragraph (101) of Part II—
Information Not Required to be
Delivered to Offerees or Purchasers of
Form F–10 (§ 239.40 of this chapter),
paragraph 101 of the Instructions as to
Exhibits of Form 20–F (§ 249.220f of this
chapter), paragraph B.(15) of the General
Instructions to Form 40–F (§ 249.240f of
this chapter), paragraph C.(6) of the
General Instructions to Form 6–K
(§ 249.306 of this chapter), § 240.17Ad–
27(d) of this chapter (Rule 17Ad–27(d)
under the Exchange Act), Note D.5 of
§ 240.14a–101 of this chapter (Rule 14a–
101 under the Exchange Act), Item 1 of
§ 240.14c–101 of this chapter (Rule 14c–
101 under the Exchange Act), General
Instruction C.3.(g) of Form N–1A
(§§ 239.15A and 274.11A of this
chapter), General Instruction I of Form
N–2 (§§ 239.14 and 274.11a–1 of this
chapter), General Instruction C.3.(h) of
Form N–3 (§§ 239.17a and 274.11b of
this chapter), General Instruction C.3.(h)
of Form N–4 (§§ 239.17b and 274.11c of
this chapter), General Instruction C.3.(h)
of Form N–6 (§§ 239.17c and 274.11d of
this chapter), General Instruction 2.(l) of
Form N–8B–2 (§ 274.12 of this chapter),
General Instruction 5 of Form S–6
(§ 239.16 of this chapter), General
Instruction C.4 of Form N–CSR
(§§ 249.331 and 274.128 of this chapter),
§§ 242.829 and 831 of this chapter
(Rules 829 and 831 of Regulation SE),
and the Registration Instructions to
Form SBSEF (§ 249.1701 of this chapter)
specify when electronic filers are
required or permitted to submit an
Interactive Data File (§ 232.11), as
further described in note 1 to this
section. This section imposes content,
format, and submission requirements for
an Interactive Data File, but does not
change the substantive content
requirements for the financial and other
disclosures in the Related Official Filing
(§ 232.11).
(a) * * *
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(2) Be submitted only by an electronic
filer either required or permitted to
submit an Interactive Data File as
specified by § 229.601(b)(101) of this
chapter (Item 601(b)(101) of Regulation
S–K), Instruction F of Form 11–K
(§ 249.311 of this chapter), paragraph
(101) of Part II—Information Not
Required to be Delivered to Offerees or
Purchasers of Form F–10 (§ 239.40 of
this chapter), paragraph 101 of the
Instructions as to Exhibits of Form 20–
F (§ 249.220f of this chapter), paragraph
B.(15) of the General Instructions to
Form 40–F (§ 249.240f of this chapter),
paragraph C.(6) of the General
Instructions to Form 6–K (§ 249.306 of
this chapter), § 240.17Ad–27(d) of this
chapter (Rule 17Ad–27(d) under the
Exchange Act), Note D.5 of § 240.14a–
101 of this chapter (Rule 14a–101 under
the Exchange Act), Item 1 of § 240.14c–
101 of this chapter (Rule 14c–101 under
the Exchange Act), General Instruction
C.3.(g) of Form N–1A (§§ 239.15A and
274.11A of this chapter), General
Instruction I of Form N–2 (§§ 239.14 and
274.11a–1 of this chapter), General
Instruction C.3.(h) of Form N–3
(§§ 239.17a and 274.11b of this chapter),
General Instruction C.3.(h) of Form N–
4 (§§ 239.17b and 274.11c of this
chapter), General Instruction C.3.(h) of
Form N–6 (§§ 239.17c and 274.11d of
this chapter), General Instruction 2.(l) of
Form N–8B–2 (§ 274.12 of this chapter),
General Instruction 5 of Form S–6
(§ 239.16 of this chapter), General
Instruction C.4 of Form N–CSR
(§§ 249.331 and 274.128 of this chapter),
§§ 242.829 and 242.831 of this chapter
(Rules 829 and 831 of Regulation SE),
and the Registration Instructions to
Form SBSEF (§ 249.1701 of this
chapter), as applicable;
*
*
*
*
*
(4) Be submitted in accordance with
the EDGAR Filer Manual and, as
applicable, Item 601(b)(101) of
§ 229.601(b)(101) of this chapter
(Regulation S–K), General Instruction F
of Form 11–K (§ 249.311 of this
chapter), paragraph (101) of Part II—
Information Not Required to be
Delivered to Offerees or Purchasers of
Form F–10 (§ 239.40 of this chapter),
paragraph 101 of the Instructions as to
Exhibits of Form 20–F (§ 249.220f of this
chapter), paragraph B.(15) of the General
Instructions to Form 40–F (§ 249.240f of
this chapter), paragraph C.(6) of the
General Instructions to Form 6–K
(§ 249.306 of this chapter), § 240.17Ad–
27(d) of this chapter (Rule 17Ad–27(d)
under the Exchange Act), Note D.5 of
§ 240.14a–101 of this chapter (Rule 14a–
101 under the Exchange Act), Item 1 of
§ 240.14c–101 of this chapter (Rule 14c–
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101 under the Exchange Act), General
Instruction C.3.(g) of Form N–1A
(§§ 239.15A and 274.11A of this
chapter), General Instruction I of Form
N–2 (§§ 239.14 and 274.11a–1 of this
chapter), General Instruction C.3.(h) of
Form N–3 (§§ 239.17a and 274.11b of
this chapter), General Instruction C.3.(h)
of Form N–4 (§§ 239.17b and 274.11c of
this chapter), General Instruction C.3.(h)
of Form N–6 (§§ 239.17c and 274.11d of
this chapter), Instruction 2.(l) of Form
N–8B–2 (§ 274.12 of this chapter);
General Instruction 5 of Form S–6
(§ 239.16 of this chapter); General
Instruction C.4 of Form N–CSR
(§§ 249.331 and 274.128 of this chapter),
§§ 242.829 and 831 of this chapter.
(b) * * *
(4) * * *
(iii) Any disclosure provided in
response to: § 229.402(x) of this chapter
(Item 402(x) of Regulation S–K);
§ 229.408(a)(1) and (2) of this chapter
(Item 408(a)(1) and (2) of Regulation S–
K); § 229.408(b)(1) of this chapter (Item
408(b)(1) of Regulation S–K); and Item
16J(a) of Form 20–F (§ 249.220f of this
chapter).
*
*
*
*
*
Note 1 to § 232.405: Section
229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S–K) specifies
the circumstances under which an
Interactive Data File must be submitted
and the circumstances under which it is
permitted to be submitted, with respect
to § 239.11 of this chapter (Form S–1),
§ 239.13 of this chapter (Form S–3),
§ 239.25 of this chapter (Form S–4),
§ 239.18 of this chapter (Form S–11),
§ 239.31 of this chapter (Form F–1),
§ 239.33 of this chapter (Form F–3),
§ 239.34 of this chapter (Form F–4),
§ 249.310 of this chapter (Form 10–K),
§ 249.308a of this chapter (Form 10–Q),
and § 249.308 of this chapter (Form 8–
K). General Instruction F of § 249.311 of
this chapter (Form 11–K) specifies the
circumstances under which an
Interactive Data File must be submitted,
and the circumstances under which it is
permitted to be submitted, with respect
to Form 11–K. Paragraph (101) of Part
II—Information not Required to be
Delivered to Offerees or Purchasers of
§ 239.40 of this chapter (Form F–10)
specifies the circumstances under
which an Interactive Data File must be
submitted and the circumstances under
which it is permitted to be submitted,
with respect to Form F–10. Paragraph
101 of the Instructions as to Exhibits of
§ 249.220f of this chapter (Form 20–F)
specifies the circumstances under
which an Interactive Data File must be
submitted and the circumstances under
which it is permitted to be submitted,
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with respect to Form 20–F. Paragraph
B.(15) of the General Instructions to
§ 249.240f of this chapter (Form 40–F)
and Paragraph C.(6) of the General
Instructions to § 249.306 of this chapter
(Form 6–K) specify the circumstances
under which an Interactive Data File
must be submitted and the
circumstances under which it is
permitted to be submitted, with respect
to § 249.240f of this chapter (Form 40–
F) and § 249.306 of this chapter (Form
6–K). Section 240.17Ad–27(d) of this
chapter (Rule 17Ad–27(d) under the
Exchange Act) specifies the
circumstances under which an
Interactive Data File must be submitted
with respect the reports required under
Rule 17Ad–27. Note D.5 of § 240.14a–
101 of this chapter (Schedule 14A) and
Item 1 of § 240.14c–101 of this chapter
(Schedule 14C) specify the
circumstances under which an
Interactive Data File must be submitted
with respect to Schedules 14A and 14C.
§§ 242.829 and 242.831 of this chapter
(Rules 829 and 831 of Regulation SE)
and the Registration Instructions to
§ 249.1701 of this chapter (Form
SBSEF), as applicable, specify the
circumstances under which an
Interactive Data File must be submitted
with respect to filings made under
Regulation SE. Item 601(b)(101) of
Regulation S–K, paragraph (101) of Part
II—Information not Required to be
Delivered to Offerees or Purchasers of
Form F–10, paragraph 101 of the
Instructions as to Exhibits of Form 20–
F, paragraph B.(15) of the General
Instructions to Form 40–F, and
paragraph C.(6) of the General
Instructions to Form 6–K all prohibit
submission of an Interactive Data File
by an issuer that prepares its financial
statements in accordance with §§ 210.6–
01 through 210.6–10 of this chapter
(Article 6 of Regulation S–X). For an
issuer that is a management investment
company or separate account registered
under the Investment Company Act of
1940 (15 U.S.C. 80a et seq.) or a
business development company as
defined in section 2(a)(48) of the
Investment Company Act of 1940 (15
U.S.C. 80a–2(a)(48)), General Instruction
C.3.(g) of Form N–1A (§§ 239.15A and
274.11A of this chapter), General
Instruction I of Form N–2 (§§ 239.14 and
274.11a–1 of this chapter), General
Instruction C.3.(h) of Form N–3
(§§ 239.17a and 274.11b of this chapter),
General Instruction C.3.(h) of Form N–
4 (§§ 239.17b and 274.11c of this
chapter), General Instruction C.3.(h) of
Form N–6 (§§ 239.17c and 274.11d of
this chapter), General Instruction 2.(l) of
§ 274.12 of this chapter (Form N–8B–2),
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24375
General Instruction 5 of § 239.16 of this
chapter (Form S–6), and General
Instruction C.4 of §§ 249.331 and
274.128 of this chapter (Form N–CSR)
specify when electronic filers are
required or permitted to submit an
Interactive Data File (§ 232.11), as
further described in note 1 to this
section and General Instruction C.4 of
Form N–CSR (§§ 249.331 and 274.128 of
this chapter), as applicable, specifies the
circumstances under which an
Interactive Data File must be submitted.
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
7. The general authority citation for
part 240 continues to read as follows:
■
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78c–3, 78c–5, 78d, 78e, 78f,
78g, 78i, 78j, 78j–1, 78j–4, 78k, 78k–1, 78l,
78m, 78n, 78n–1, 78o, 78o–4, 78o–10, 78p,
78q, 78q–1, 78s, 78u–5, 78w, 78x, 78dd, 78ll,
78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b–
3, 80b–4, 80b–11, 7201 et seq., and 8302; 7
U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18
U.S.C. 1350; and Pub. L. 111–203, 939A, 124
Stat. 1376 (2010); and Pub. L. 112–106, sec.
503 and 602, 126 Stat. 326 (2012), unless
otherwise noted.
*
*
*
§ 240.13a–21
■
*
*
[Removed and Reserved]
8. Remove and reserve § 240.13a–21.
PART 249—FORMS, SECURITIES
EXCHANGE ACT OF 1934
9. The authority citation for part 249
continues to read, in part, as follows:
■
Authority: 15 U.S.C. 78a et seq. and 7201
et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350;
Sec. 953(b) Pub. L. 111–203, 124 Stat. 1904;
Sec. 102(a)(3) Pub. L. 112–106, 126 Stat. 309
(2012), Sec. 107 Pub. L. 112–106, 126 Stat.
313 (2012), Sec. 72001 Pub. L. 114–94, 129
Stat. 1312 (2015), and secs. 2 and 3 Pub. L.
116–222, 134 Stat. 1063 (2020), unless
otherwise noted.
Section 249.220f is also issued under secs.
3(a), 202, 208, 302, 306(a), 401(a), 401(b), 406
and 407, Pub. L. 107–204, 116 Stat. 745, and
secs. 2 and 3, Pub. L. 116–222, 134 Stat.
1063.
*
*
*
*
*
Section 249.308a is also issued under secs.
3(a) and 302, Pub. L. 107–204, 116 Stat. 745.
*
*
*
*
*
Section 249.310 is also issued under secs.
3(a), 202, 208, 302, 406 and 407, Pub. L. 107–
204, 116 Stat. 745.
*
*
*
*
*
10. Amend Form 20–F (referenced in
§ 249.220f) by revising Part II, Item 16E.
■
Note: Form 20–F is attached as appendix
A to this document. Form 20–F will not
appear in the Code of Federal Regulations.
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Federal Register / Vol. 89, No. 68 / Monday, April 8, 2024 / Rules and Regulations
11. Amend Form 10–Q (referenced in
§ 249.308a) by revising the heading of
Item 2 in Part II, paragraph (c) to Item
2 in Part II, and paragraph (c) to Item 5
in Part II.
■
Note: The following appendices will not
appear in the Code of Federal Regulations.
15. The general authority citation for
part 274 continues to read as follows:
■
Note: Form 10–Q is attached as appendix
B to this document. Form 10–Q will not
appear in the Code of Federal Regulations.
12. Amend Form 10–K (referenced in
§ 249.310) by revising General
Instruction J(1)(l), paragraph (c) to Item
5 in Part II and Item 9B in Part II.
■
Authority: 15 U.S.C. 77f, 77g, 77h, 77j,
77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a–8,
80a–24, 80a–26, 80a–29, and 80a–37 unless
otherwise noted.
Appendix A—Form 20–F
*
Part II
*
*
*
Form 20–F
*
*
*
16. Amend Form N–CSR (referenced
in §§ 249.331 and 274.128) by revising
Item 14.
■
Note: Form 10–K is attached as appendix
C to this document. Form 10–K will not
appear in the Code of Federal Regulations.
§ 249.333
Dated: March 19, 2024.
Vanessa A. Countryman,
Secretary.
PART 274—FORMS PRESCRIBED
UNDER THE INVESTMENT COMPANY
ACT OF 1940
Note: Form N–CSR is attached as appendix
D to this document. Form N–CSR will not
appear in the Code of Federal Regulations.
[Removed and Reserved]
13. Remove and reserve § 249.333.
14. Remove Form F–SR (referenced in
§ 249.333).
■
■
By the Commission.
Note: Form F–SR did not appear in the
Code of Federal Regulations.
*
*
*
*
*
*
*
*
Item 16E Purchases of Equity Securities by
the Issuer and Affiliated Purchasers
(a) In the following tabular format, provide
the information specified in paragraph (b) of
this Item with respect to any purchase made
by or on behalf of the issuer or any ‘‘affiliated
purchaser,’’ as defined in § 240.10b–18(a)(3),
of shares or other units of any class of the
issuer’s equity securities that is registered by
the issuer pursuant to section 12 of the
Exchange Act (15 U.S.C. 78l).
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Total number of
shares (or units)
purchased
Period
(b)
Average price
paid per share
(or unit)
(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs
(d)
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet
be purchased under
the plans or programs
Month #1 (identify beginning and ending dates).
Month #2 (identify beginning and ending dates).
Month #3 (identify beginning and ending dates).
Month #4 (identify beginning and ending dates).
Month #5 (identify beginning and ending dates).
Month #6 (identify beginning and ending dates).
Month #7 (identify beginning and ending dates).
Month #8 (identify beginning and ending dates).
Month #9 (identify beginning and ending dates).
Month #10 (identify beginning and ending
dates).
Month #11 (identify beginning and ending
dates).
Month #12 (identify beginning and ending
dates).
lotter on DSK11XQN23PROD with RULES1
Total
(b) The table shall include the following
information for each class or series of
securities for each month included in the
period covered by the report:
(1) The total number of shares (or units)
purchased (column (a)).
Instruction to Paragraph (b)(1) of Item 16E
Include in this column all issuer
repurchases, including those made pursuant
to publicly announced plans or programs and
those not made pursuant to publicly
announced plans or programs. Briefly
VerDate Sep<11>2014
15:53 Apr 05, 2024
Jkt 262001
disclose, by footnote to the table, the number
of shares purchased other than through a
publicly announced plan or program and the
nature of the transaction (e.g., whether the
purchases were made in open-market
transactions, tender offers, in satisfaction of
the company’s obligations upon exercise of
outstanding put options issued by the
company, or other transactions).
(2) The average price paid per share (or
unit) (column (b)).
PO 00000
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Fmt 4700
Sfmt 4700
(3) The number of shares (or units)
purchased as part of a publicly announced
repurchase plan or program (column (c)).
(4) The maximum number (or approximate
dollar value) of shares (or units) that may yet
be purchased under the plans or programs
(column (d)).
Instructions to Paragraphs (b)(3) and (b)(4) of
Item 16E
1. In the table, disclose this information in
the aggregate for all plans or programs
publicly announced.
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08APR1
Federal Register / Vol. 89, No. 68 / Monday, April 8, 2024 / Rules and Regulations
2. By footnote to the table, indicate:
a. The date each plan or program was
announced;
b. The dollar amount (or share or unit
amount) approved;
c. The expiration date (if any) of each plan
or program;
d. Each plan or program that has expired
during the period covered by the table; and
e. Each plan or program the issuer has
determined to terminate prior to expiration,
or under which the issuer does not intend to
make further purchases.
Instruction to Item 16E
Disclose all purchases covered by this
item, including purchases that do not satisfy
the conditions of the safe harbor of
§ 240.10b–18. Price data and other data
should be stated in the same currency used
in the issuer’s primary financial statements
provided in Item 8 of this Form.
(c) Furnish the information required by
Items 408(a) of Regulation S–K (§ 229.408(a)).
*
*
*
*
*
Appendix C—Form 10–K
Form 10–K
*
*
*
*
*
*
*
*
*
Form N–CSR
*
*
*
*
*
*
*
*
Item 14. Purchases of Equity Securities by
Closed-End Management Investment
Company and Affiliated Purchasers
(l) Item 9A, Controls and Procedures;
*
*
*
*
*
*
*
*
Part II
*
*
*
*
*
*
*
*
*
*
Part II—Other Information
*
*
*
*
*
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
*
*
*
*
*
(c) Furnish the information required by
Item 703 of Regulation S–K (§ 229.703 of this
chapter) for any repurchase made in the
quarter covered by the report. Provide
disclosures covering repurchases made on a
monthly basis. For example, if the quarter
began on January 16 and ended on April 15,
the chart would show repurchases for the
months from January 16 through February 15,
February 16 through March 15, and March 16
through April 15.
*
*
*
*
*
Item 5. Other Information.
*
*
*
*
*
*
*
*
*
(c) Furnish the information required by
Item 703 of Regulation S–K (§ 229.703 of this
chapter) for any repurchase made in a month
within the fourth quarter of the fiscal year
covered by the report. Provide disclosures
covering repurchases made on a monthly
basis. For example, if the fourth quarter
began on January 16 and ended on April 15,
the chart would show repurchases for the
months from January 16 through February 15,
February 16 through March 15, and March 16
through April 15.
*
*
*
*
(1) * * *
*
*
*
Form 10–Q
*
*
Appendix D—Form N–CSR
*
Appendix B—Form 10–Q
*
*
J. Use of This Form by Asset-Backed Issuers
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
*
need not be repeated in a report on Form 8–
K which would otherwise be required to be
filed with respect to such information or in
a subsequent report on Form 10–K.
(b) Furnish the information required by
Item 408(a) of Regulation S–K (§ 229.408(a) of
this chapter).
*
General Instructions
24377
*
*
*
Item 9B. Other Information
(a) The registrant must disclose under this
item any information required to be disclosed
in a report on Form 8–K during the fourth
quarter of the year covered by this Form 10–
K, but not reported, whether or not otherwise
required by this Form 10–K. If disclosure of
such information is made under this item, it
*
*
*
*
(a) If the registrant is a closed-end
management investment company, in the
following tabular format, provide the
information specified in paragraph (b) of this
Item with respect to any purchase made by
or on behalf of the registrant or any
‘‘affiliated purchaser,’’ as defined in Rule
10b–18(a)(3) under the Exchange Act (17 CFR
240.10b–18(a)(3)), of shares or other units of
any class of the registrant’s equity securities
that is registered by the registrant pursuant
to Section 12 of the Exchange Act (15 U.S.C.
781).
Instruction to paragraph (a).
Disclose all purchases covered by this
Item, including purchases that do not satisfy
the conditions of the safe harbor of Rule 10b–
18 under the Exchange Act (17 CFR 240.10b–
18), made in the period covered by the
report. Provide disclosures covering
repurchases made on a monthly basis. For
example, if the reporting period began on
January 16 and ended on July 15, the chart
would show repurchases for the months from
January 16 through February 15, February 16
through March 15, March 16 through April
15, April 16 through May 15, May 16 through
June 15, and June 16 through July 15.
REGISTRANT PURCHASES OF EQUITY SECURITIES
(a)
Total number of
shares (or units)
purchased
Period
(b)
Average price
paid per share
(or unit)
(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs
(d)
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet
be purchased under
the plans or programs
Month #1 (identify beginning and ending dates).
Month #2 (identify beginning and ending dates).
Month #3 (identify beginning and ending dates).
Month #4 (identify beginning and ending dates).
Month #5 (identify beginning and ending dates).
lotter on DSK11XQN23PROD with RULES1
Month #6 (identify beginning and ending dates).
Total
(b) The table shall include the following
information for each class or series of
securities for each month included in the
period covered by the report:
VerDate Sep<11>2014
15:53 Apr 05, 2024
Jkt 262001
(1) The total number of shares (or units)
purchased (column (a));
Instruction to paragraph (b)(1).
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Fmt 4700
Sfmt 4700
Include in this column all repurchases by
the registrant, including those made pursuant
to publicly announced plans or programs and
those not made pursuant to publicly
E:\FR\FM\08APR1.SGM
08APR1
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Federal Register / Vol. 89, No. 68 / Monday, April 8, 2024 / Rules and Regulations
announced plans or programs. Briefly
disclose, by footnote to the table, the number
of shares purchased other than through a
publicly announced plan or program and the
nature of the transaction (e.g., whether the
purchases were made in open-market
transactions, tender offers, in satisfaction of
the registrant’s obligations upon exercise of
outstanding put options issued by the
registrant, or other transactions).
(2) The average price paid per share (or
unit) (column (b));
(3) The number of shares (or units)
purchased as part of publicly announced
repurchase plans or programs (column (c));
and
(4) The maximum number (or approximate
dollar value) of shares (or units) that may yet
be purchased under the plans or programs
(column (d)).
Instructions to paragraphs (b)(3) and (b)(4).
1. In the table, disclose this information in
the aggregate for all plans or programs
publicly announced.
2. By footnote to the table, indicate:
a. The date each plan or program was
announced;
b. The dollar amount (or share or unit
amount) approved;
c. The expiration date (if any) of each plan
or program;
d. Each plan or program that has expired
during the period covered by the table; and
e. Each plan or program the registrant has
determined to terminate prior to expiration,
or under which the registrant does not intend
to make further purchases.
[FR Doc. 2024–06187 Filed 4–5–24; 8:45 am]
BILLING CODE 8011–01–P
DEPARTMENT OF THE TREASURY
Alcohol and Tobacco Tax and Trade
Bureau
27 CFR Part 9
[Docket No. TTB–2023–0003; T.D. TTB–192;
Ref: Notice No. 222]
RIN 1513–AC77
Alcohol and Tobacco Tax and
Trade Bureau, Treasury.
ACTION: Final rule; Treasury decision.
AGENCY:
The Alcohol and Tobacco Tax
and Trade Bureau (TTB) establishes the
1,421.8-acre ‘‘Comptche’’ American
viticultural area (AVA) in Mendocino
County, California. The Comptche AVA
is excluded from the surrounding North
Coast AVA due to significant differences
in distinguishing features. TTB
designates viticultural areas to allow
vintners to better describe the origin of
their wines and to allow consumers to
better identify wines they may
purchase.
lotter on DSK11XQN23PROD with RULES1
SUMMARY:
15:53 Apr 05, 2024
This final rule is effective May 8,
2024.
FOR FURTHER INFORMATION CONTACT:
Karen A. Thornton, Regulations and
Rulings Division, Alcohol and Tobacco
Tax and Trade Bureau, 1310 G Street
NW, Box 12, Washington, DC 20005;
phone 202–453–1039, ext. 175.
SUPPLEMENTARY INFORMATION:
Background on Viticultural Areas
TTB Authority
Section 105(e) of the Federal Alcohol
Administration Act (FAA Act), 27
U.S.C. 205(e), authorizes the Secretary
of the Treasury to prescribe regulations
for the labeling of wine, distilled spirits,
and malt beverages. The FAA Act
provides that these regulations should,
among other things, prohibit consumer
deception and the use of misleading
statements on labels, and ensure that
labels provide the consumer with
adequate information as to the identity
and quality of the product. The Alcohol
and Tobacco Tax and Trade Bureau
(TTB) administers the FAA Act
pursuant to section 1111(d) of the
Homeland Security Act of 2002,
codified at 6 U.S.C. 531(d). In addition,
the Secretary of the Treasury has
delegated certain administration and
enforcement authorities to TTB through
Treasury Order 120–01.
Part 4 of the TTB regulations (27 CFR
part 4) authorizes TTB to establish
definitive viticultural areas and regulate
the use of their names as appellations of
origin on wine labels and in wine
advertisements. Part 9 of the TTB
regulations (27 CFR part 9) sets forth
standards for the preparation and
submission of petitions for the
establishment or modification of
American viticultural areas (AVAs) and
lists the approved AVAs.
Definition
Establishment of the Comptche
Viticultural Area
VerDate Sep<11>2014
DATES:
Jkt 262001
Section 4.25(e)(1)(i) of the TTB
regulations (27 CFR 4.25(e)(1)(i)) defines
a viticultural area for American wine as
a delimited grape-growing region having
distinguishing features as described in
part 9 of the regulations and, once
approved, a name and a delineated
boundary codified in part 9 of the
regulations. These designations allow
vintners and consumers to attribute a
given quality, reputation, or other
characteristic of a wine made from
grapes grown in an area to the wine’s
geographic origin. The establishment of
AVAs allows vintners to describe more
accurately the origin of their wines to
consumers and helps consumers to
identify wines they may purchase.
Establishment of an AVA is neither an
PO 00000
Frm 00042
Fmt 4700
Sfmt 4700
approval nor an endorsement by TTB of
the wine produced in that area.
Requirements
Section 4.25(e)(2) of the TTB
regulations (27 CFR 4.25(e)(2)) outlines
the procedure for proposing an AVA
and allows any interested party to
petition TTB to establish a grapegrowing region as an AVA. Section 9.12
of the TTB regulations (27 CFR 9.12)
prescribes standards for petitions to
establish or modify AVAs. Petitions to
establish an AVA must include the
following:
• Evidence that the area within the
proposed AVA boundary is nationally
or locally known by the AVA name
specified in the petition;
• An explanation of the basis for
defining the boundary of the proposed
AVA;
• A narrative description of the
features of the proposed AVA affecting
viticulture, such as climate, geology,
soils, physical features, and elevation,
that make the proposed AVA distinctive
and distinguish it from adjacent areas
outside the proposed AVA;
• If the proposed AVA is to be
established within, or overlapping, an
existing AVA, an explanation that both
identifies the attributes of the proposed
AVA that are consistent with the
existing AVA and explains how the
proposed AVA is sufficiently distinct
from the existing AVA and therefore
appropriate for separate recognition;
• The appropriate United States
Geological Survey (USGS) map(s)
showing the location of the proposed
AVA, with the boundary of the
proposed AVA clearly drawn thereon;
and
• A detailed narrative description of
the proposed AVA boundary based on
USGS map markings.
If a smaller proposed AVA is to be
established within an existing AVA, the
petitioner may request, and TTB may
determine, that the proposed AVA
should not be part of the larger AVA
because the proposed AVA has features
that clearly distinguish it from the
surrounding AVA. In such instances,
wine produced from grapes grown
within the proposed AVA would not be
entitled to use the name of the larger
AVA as an appellation of origin or in a
brand name if the proposed AVA is
established.
Petition To Establish the Comptche
AVA
TTB received a petition on behalf of
local vineyard owners proposing the
establishment of the ‘‘Comptche’’ AVA.
The proposed Comptche AVA is in
Mendocino County, California, and
E:\FR\FM\08APR1.SGM
08APR1
]]>Agencies
[Federal Register Volume 89, Number 68 (Monday, April 8, 2024)]
[Rules and Regulations]
[Pages 24372-24378]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-06187]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 229, 232, 240, 249, and 274
[Release Nos. 34-99778; IC-35157; File No. S7-21-21]
Share Repurchase Disclosure Modernization
AGENCY: Securities and Exchange Commission.
ACTION: Final rule; technical amendments.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting technical amendments to various rules and forms under the
Securities Exchange Act of 1934 (``Exchange Act'') and the Investment
Company Act of 1940 (``Investment Company Act'') to reflect a Federal
court's vacatur of rule amendments that the Commission adopted on May
3, 2023, to modernize and improve disclosure about repurchases of an
issuer's equity securities that are registered under the Exchange Act
(``Repurchase Rule''). The court's vacatur of the Repurchase Rule was
effective as of December 19, 2023, and had the legal effect of
reverting to the rules and forms that existed prior to the effective
date of the Repurchase Rule. These technical amendments revise the Code
of Federal Regulations (``CFR'') to reflect the court's vacatur of the
Repurchase Rule.
DATES: This rule is effective April 8, 2024. The Federal court's
vacatur of the rule amendments was applicable as of December 19, 2023.
FOR FURTHER INFORMATION CONTACT: Brian D. Sims, Special Counsel, Office
of Rulemaking, at (202) 551-3430, Division of Corporation Finance; and,
with respect to the application to investment companies, Andrew Deglin,
Counsel, at (202) 551-6792, Investment Company Regulation Office,
Division of Investment Management; U.S. Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The Commission is adopting technical
amendments to the following rules and forms:
------------------------------------------------------------------------
Commission reference CFR citation (17 CFR)
------------------------------------------------------------------------
Regulation S-K:
Items 10 through 1305.............. Sec. Sec. 229.10 through
229.1305.
Item 408........................... Sec. 229.408.
Item 601........................... Sec. 229.601.
Item 703........................... Sec. 229.703.
Regulation S-T:
Rules 10 through 903............... Sec. Sec. 232.10 through
232.903.
Rule 405........................... Sec. 232.405.
Exchange Act: \1\
Rule 13a-21........................ Sec. 240.13a-21.
Form F-SR.......................... Sec. 249.333.
Form 20-F.......................... Sec. 249.220f.
Form 10-Q.......................... Sec. 249.308a.
Form 10-K.......................... Sec. 249.310.
Form N-CSR......................... Sec. Sec. 249.331 and
274.128.
------------------------------------------------------------------------
[[Page 24373]]
I. Background
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78a et seq.
---------------------------------------------------------------------------
On May 3, 2023, the Commission adopted the Repurchase Rule, which
modernized and improved disclosures about repurchases of an issuer's
equity securities that are registered under the Exchange Act, and it
became effective on July 31, 2023.\2\ On December 19, 2023, the U.S.
Court of Appeals for the Fifth Circuit vacated the Repurchase Rule.\3\
The court's vacatur of the Repurchase Rule was effective as of December
19, 2023 and had the legal effect of reverting to the rules and forms
that existed prior to the effective date of the Repurchase Rule. These
technical amendments reflect the vacatur in the CFR by rescinding the
changes to the rules and forms promulgated under the Exchange Act and
the Investment Company Act, including the addition of new Form F-SR,
that were implemented under the now vacated Repurchase Rule. The text
of Forms 20-F, 10-Q, 10-K, and N-CSR do not appear in the CFR.\4\
---------------------------------------------------------------------------
\2\ Share Repurchase Disclosure Modernization, Release No. 34-
97424 (May 3, 2023) [88 FR 36002 (June 1, 2023)].
\3\ Chamber of Com. of the USA v. SEC, 88 F.4th 1115 (5th Cir.
2023).
\4\ Forms 20-F, 10-Q and 10-K can be found at: https://www.sec.gov/divisions/corpfin/forms/exchange.shtml and Form N-CSR
can be found at: https://www.sec.gov/files/formn-csr.pdf. The
court's order vacated new Form F-SR.
---------------------------------------------------------------------------
II. Procedural and Other Matters
The Administrative Procedure Act (``APA'') generally requires an
agency to publish notice of a rulemaking in the Federal Register and
provide an opportunity for public comment. This requirement does not
apply, however, if the agency ``for good cause finds . . . that notice
and public procedure are impracticable, unnecessary, or contrary to the
public interest.'' \5\
---------------------------------------------------------------------------
\5\ 5 U.S.C. 553(b)(3)(B).
---------------------------------------------------------------------------
The technical amendments do not impose any new substantive
regulatory requirements on any person and merely reflect the vacatur of
the Repurchase Rule. For these reasons, for good cause, the Commission
finds that notice and public comment are unnecessary.\6\
---------------------------------------------------------------------------
\6\ This finding also satisfies the requirements of 5 U.S.C.
808(2), allowing the amendments to become effective notwithstanding
the requirement of 5 U.S.C. 801 (if a federal agency finds that
notice and public comment are impractical, unnecessary or contrary
to the public interest, a rule shall take effect at such time as the
federal agency promulgating the rule determines). The amendments
also do not require analysis under the Regulatory Flexibility Act.
See 5 U.S.C. 604(a) (requiring a final regulatory flexibility
analysis only for rules required by the APA or other law to undergo
notice and comment).
---------------------------------------------------------------------------
For similar reasons, although the APA generally requires
publication of a rule at least 30 days before its effective date, the
Commission finds there is good cause for the amendments to take effect
on April 8, 2024.\7\
---------------------------------------------------------------------------
\7\ See 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------
Pursuant to the Congressional Review Act, the Office of Information
and Regulatory Affairs has designated these amendments not a ``major
rule,'' as defined by 5 U.S.C. 804(2).
Statutory Authority
The amendments contained in this release are being adopted under
the authority set forth in sections 12, 13, 15, and 23(a) of the
Exchange Act, and Sections 8, 23, 24(a), 30, 31, and 38 of the
Investment Company Act.
List of Subjects in 17 CFR Parts 229, 232, 240, 249, and 274
Reporting and record keeping requirements, Securities.
Text of Amendments
For the reasons set forth in the preamble, the Commission amends
title 17, chapter II of the Code of Federal Regulations as follows:
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
0
1. The authority citation for part 229 continues to read as follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C.
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).
Sec. 229.408 [Amended]
0
2. Amend Sec. 229.408 by removing and reserving paragraph (d).
Sec. 229.601 [Amended]
0
3. Amend Sec. 229.601 by:
0
a. In the exhibit table in paragraph (a), removing and reserving entry
(26); and
0
b. Removing and reserving paragraph (b)(26).
0
4. Revise Sec. 229.703 to read as follows:
Sec. 229.703 (Item 703) Purchases of equity securities by the issuer
and affiliated purchasers.
(a) In the following tabular format, provide the information
specified in paragraph (b) of this Item with respect to any purchase
made by or on behalf of the issuer or any ``affiliated purchaser,'' as
defined in Sec. 240.10b-18(a)(3) of this chapter of shares or other
units of any class of the issuer's equity securities that is registered
by the issuer pursuant to section 12 of the Exchange Act (15 U.S.C.
781).
Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
(d) Maximum number (or
(c) Total number of approximate dollar
(a) Total number (b) Average price shares (or units) value) of shares (or
Period of shares (or paid per share purchased as part of units) that may yet be
units) purchased (or unit) publicly announced purchased under the
plans or programs plans or programs
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #1 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #2 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #3 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------------------------------------------------------
[[Page 24374]]
(b) The table shall include the following information for each
class or series of securities for each month included in the period
covered by the report:
(1) The total number of shares (or units) purchased (column (a));
Instruction to paragraph (b)(1) of Item 703: Include in this column
all issuer repurchases, including those made pursuant to publicly
announced plans or programs and those not made pursuant to publicly
announced plans or programs. Briefly disclose, by footnote to the
table, the number of shares purchased other than through a publicly
announced plan or program and the nature of the transaction (e.g.,
whether the purchases were made in open-market transactions, tender
offers, in satisfaction of the company's obligations upon exercise of
outstanding put options issued by the company, or other transactions).
(2) The average price paid per share (or unit) (column (b));
(3) The total number of shares (or units) purchased as part of
publicly announced repurchase plans or programs (column (c)); and
(4) The maximum number (or approximate dollar value) of shares (or
units) that may yet be purchased under the plans or programs (column
(d)).
Instructions to paragraphs (b)(3) and (b)(4) of Item 703:
1. In the table, disclose this information in the aggregate for all
plans or programs publicly announced.
2. By footnote to the table, indicate:
a. The date each plan or program was announced;
b. The dollar amount (or share or unit amount) approved;
c. The expiration date (if any) of each plan or program;
d. Each plan or program that has expired during the period covered
by the table; and
e. Each plan or program the issuer has determined to terminate
prior to expiration, or under which the issuer does not intend to make
further purchases.
Instruction to Item 703: Disclose all purchases covered by this
Item, including purchases that do not satisfy the conditions of the
safe harbor of Sec. 240.10b-18 of this chapter.
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
5. The general authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 80b-4, 80b-6a, 80b-10, 80b-11, 7201
et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
0
6. Amend Sec. 232.405 by:
0
a. Revising the introductory text and paragraphs (a)(2) and (4) and
(b)(4)(iii);
0
b. Removing and reserving paragraph (b)(4)(iv); and
0
c. Revising Note 1 to Sec. 232.405.
The revisions read as follows:
Sec. 232.405 Interactive Data File submissions.
This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), General Instruction F of Sec. 249.311 (Form 11-K),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec. 239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec. 249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec. 249.306 of this chapter), Sec.
240.17Ad-27(d) of this chapter (Rule 17Ad-27(d) under the Exchange
Act), Note D.5 of Sec. 240.14a-101 of this chapter (Rule 14a-101 under
the Exchange Act), Item 1 of Sec. 240.14c-101 of this chapter (Rule
14c-101 under the Exchange Act), General Instruction C.3.(g) of Form N-
1A (Sec. Sec. 239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec. 239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec. 239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec. 239.17c and 274.11d of this chapter),
General Instruction 2.(l) of Form N-8B-2 (Sec. 274.12 of this
chapter), General Instruction 5 of Form S-6 (Sec. 239.16 of this
chapter), General Instruction C.4 of Form N-CSR (Sec. Sec. 249.331 and
274.128 of this chapter), Sec. Sec. 242.829 and 831 of this chapter
(Rules 829 and 831 of Regulation SE), and the Registration Instructions
to Form SBSEF (Sec. 249.1701 of this chapter) specify when electronic
filers are required or permitted to submit an Interactive Data File
(Sec. 232.11), as further described in note 1 to this section. This
section imposes content, format, and submission requirements for an
Interactive Data File, but does not change the substantive content
requirements for the financial and other disclosures in the Related
Official Filing (Sec. 232.11).
(a) * * *
(2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
Instruction F of Form 11-K (Sec. 249.311 of this chapter), paragraph
(101) of Part II--Information Not Required to be Delivered to Offerees
or Purchasers of Form F-10 (Sec. 239.40 of this chapter), paragraph
101 of the Instructions as to Exhibits of Form 20-F (Sec. 249.220f of
this chapter), paragraph B.(15) of the General Instructions to Form 40-
F (Sec. 249.240f of this chapter), paragraph C.(6) of the General
Instructions to Form 6-K (Sec. 249.306 of this chapter), Sec.
240.17Ad-27(d) of this chapter (Rule 17Ad-27(d) under the Exchange
Act), Note D.5 of Sec. 240.14a-101 of this chapter (Rule 14a-101 under
the Exchange Act), Item 1 of Sec. 240.14c-101 of this chapter (Rule
14c-101 under the Exchange Act), General Instruction C.3.(g) of Form N-
1A (Sec. Sec. 239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec. 239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec. 239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec. 239.17c and 274.11d of this chapter),
General Instruction 2.(l) of Form N-8B-2 (Sec. 274.12 of this
chapter), General Instruction 5 of Form S-6 (Sec. 239.16 of this
chapter), General Instruction C.4 of Form N-CSR (Sec. Sec. 249.331 and
274.128 of this chapter), Sec. Sec. 242.829 and 242.831 of this
chapter (Rules 829 and 831 of Regulation SE), and the Registration
Instructions to Form SBSEF (Sec. 249.1701 of this chapter), as
applicable;
* * * * *
(4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, Item 601(b)(101) of Sec. 229.601(b)(101) of this chapter
(Regulation S-K), General Instruction F of Form 11-K (Sec. 249.311 of
this chapter), paragraph (101) of Part II--Information Not Required to
be Delivered to Offerees or Purchasers of Form F-10 (Sec. 239.40 of
this chapter), paragraph 101 of the Instructions as to Exhibits of Form
20-F (Sec. 249.220f of this chapter), paragraph B.(15) of the General
Instructions to Form 40-F (Sec. 249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form 6-K (Sec. 249.306 of this
chapter), Sec. 240.17Ad-27(d) of this chapter (Rule 17Ad-27(d) under
the Exchange Act), Note D.5 of Sec. 240.14a-101 of this chapter (Rule
14a-101 under the Exchange Act), Item 1 of Sec. 240.14c-101 of this
chapter (Rule 14c-
[[Page 24375]]
101 under the Exchange Act), General Instruction C.3.(g) of Form N-1A
(Sec. Sec. 239.15A and 274.11A of this chapter), General Instruction I
of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this chapter), General
Instruction C.3.(h) of Form N-3 (Sec. Sec. 239.17a and 274.11b of this
chapter), General Instruction C.3.(h) of Form N-4 (Sec. Sec. 239.17b
and 274.11c of this chapter), General Instruction C.3.(h) of Form N-6
(Sec. Sec. 239.17c and 274.11d of this chapter), Instruction 2.(l) of
Form N-8B-2 (Sec. 274.12 of this chapter); General Instruction 5 of
Form S-6 (Sec. 239.16 of this chapter); General Instruction C.4 of
Form N-CSR (Sec. Sec. 249.331 and 274.128 of this chapter), Sec. Sec.
242.829 and 831 of this chapter.
(b) * * *
(4) * * *
(iii) Any disclosure provided in response to: Sec. 229.402(x) of
this chapter (Item 402(x) of Regulation S-K); Sec. 229.408(a)(1) and
(2) of this chapter (Item 408(a)(1) and (2) of Regulation S-K); Sec.
229.408(b)(1) of this chapter (Item 408(b)(1) of Regulation S-K); and
Item 16J(a) of Form 20-F (Sec. 249.220f of this chapter).
* * * * *
Note 1 to Sec. 232.405: Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of Regulation S-K) specifies the circumstances under
which an Interactive Data File must be submitted and the circumstances
under which it is permitted to be submitted, with respect to Sec.
239.11 of this chapter (Form S-1), Sec. 239.13 of this chapter (Form
S-3), Sec. 239.25 of this chapter (Form S-4), Sec. 239.18 of this
chapter (Form S-11), Sec. 239.31 of this chapter (Form F-1), Sec.
239.33 of this chapter (Form F-3), Sec. 239.34 of this chapter (Form
F-4), Sec. 249.310 of this chapter (Form 10-K), Sec. 249.308a of this
chapter (Form 10-Q), and Sec. 249.308 of this chapter (Form 8-K).
General Instruction F of Sec. 249.311 of this chapter (Form 11-K)
specifies the circumstances under which an Interactive Data File must
be submitted, and the circumstances under which it is permitted to be
submitted, with respect to Form 11-K. Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers of
Sec. 239.40 of this chapter (Form F-10) specifies the circumstances
under which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with respect
to Form F-10. Paragraph 101 of the Instructions as to Exhibits of Sec.
249.220f of this chapter (Form 20-F) specifies the circumstances under
which an Interactive Data File must be submitted and the circumstances
under which it is permitted to be submitted, with respect to Form 20-F.
Paragraph B.(15) of the General Instructions to Sec. 249.240f of this
chapter (Form 40-F) and Paragraph C.(6) of the General Instructions to
Sec. 249.306 of this chapter (Form 6-K) specify the circumstances
under which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with respect
to Sec. 249.240f of this chapter (Form 40-F) and Sec. 249.306 of this
chapter (Form 6-K). Section 240.17Ad-27(d) of this chapter (Rule 17Ad-
27(d) under the Exchange Act) specifies the circumstances under which
an Interactive Data File must be submitted with respect the reports
required under Rule 17Ad-27. Note D.5 of Sec. 240.14a-101 of this
chapter (Schedule 14A) and Item 1 of Sec. 240.14c-101 of this chapter
(Schedule 14C) specify the circumstances under which an Interactive
Data File must be submitted with respect to Schedules 14A and 14C.
Sec. Sec. 242.829 and 242.831 of this chapter (Rules 829 and 831 of
Regulation SE) and the Registration Instructions to Sec. 249.1701 of
this chapter (Form SBSEF), as applicable, specify the circumstances
under which an Interactive Data File must be submitted with respect to
filings made under Regulation SE. Item 601(b)(101) of Regulation S-K,
paragraph (101) of Part II--Information not Required to be Delivered to
Offerees or Purchasers of Form F-10, paragraph 101 of the Instructions
as to Exhibits of Form 20-F, paragraph B.(15) of the General
Instructions to Form 40-F, and paragraph C.(6) of the General
Instructions to Form 6-K all prohibit submission of an Interactive Data
File by an issuer that prepares its financial statements in accordance
with Sec. Sec. 210.6-01 through 210.6-10 of this chapter (Article 6 of
Regulation S-X). For an issuer that is a management investment company
or separate account registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.) or a business development company as defined in
section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-
2(a)(48)), General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A
and 274.11A of this chapter), General Instruction I of Form N-2
(Sec. Sec. 239.14 and 274.11a-1 of this chapter), General Instruction
C.3.(h) of Form N-3 (Sec. Sec. 239.17a and 274.11b of this chapter),
General Instruction C.3.(h) of Form N-4 (Sec. Sec. 239.17b and 274.11c
of this chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.
239.17c and 274.11d of this chapter), General Instruction 2.(l) of
Sec. 274.12 of this chapter (Form N-8B-2), General Instruction 5 of
Sec. 239.16 of this chapter (Form S-6), and General Instruction C.4 of
Sec. Sec. 249.331 and 274.128 of this chapter (Form N-CSR) specify
when electronic filers are required or permitted to submit an
Interactive Data File (Sec. 232.11), as further described in note 1 to
this section and General Instruction C.4 of Form N-CSR (Sec. Sec.
249.331 and 274.128 of this chapter), as applicable, specifies the
circumstances under which an Interactive Data File must be submitted.
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
0
7. The general authority citation for part 240 continues to read as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o,
78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll,
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et
seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C.
1350; and Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L.
112-106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise
noted.
* * * * *
Sec. 240.13a-21 [Removed and Reserved]
0
8. Remove and reserve Sec. 240.13a-21.
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
9. The authority citation for part 249 continues to read, in part, as
follows:
Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat.
1063 (2020), unless otherwise noted.
Section 249.220f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 401(b), 406 and 407, Pub. L. 107-204, 116 Stat. 745,
and secs. 2 and 3, Pub. L. 116-222, 134 Stat. 1063.
* * * * *
Section 249.308a is also issued under secs. 3(a) and 302, Pub.
L. 107-204, 116 Stat. 745.
* * * * *
Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Pub. L. 107-204, 116 Stat. 745.
* * * * *
0
10. Amend Form 20-F (referenced in Sec. 249.220f) by revising Part II,
Item 16E.
Note: Form 20-F is attached as appendix A to this document.
Form 20-F will not appear in the Code of Federal Regulations.
[[Page 24376]]
0
11. Amend Form 10-Q (referenced in Sec. 249.308a) by revising the
heading of Item 2 in Part II, paragraph (c) to Item 2 in Part II, and
paragraph (c) to Item 5 in Part II.
Note: Form 10-Q is attached as appendix B to this document.
Form 10-Q will not appear in the Code of Federal Regulations.
0
12. Amend Form 10-K (referenced in Sec. 249.310) by revising General
Instruction J(1)(l), paragraph (c) to Item 5 in Part II and Item 9B in
Part II.
Note: Form 10-K is attached as appendix C to this document.
Form 10-K will not appear in the Code of Federal Regulations.
Sec. 249.333 [Removed and Reserved]
0
13. Remove and reserve Sec. 249.333.
0
14. Remove Form F-SR (referenced in Sec. 249.333).
Note: Form F-SR did not appear in the Code of Federal
Regulations.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
0
15. The general authority citation for part 274 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37 unless
otherwise noted.
* * * * *
0
16. Amend Form N-CSR (referenced in Sec. Sec. 249.331 and 274.128) by
revising Item 14.
Note: Form N-CSR is attached as appendix D to this document.
Form N-CSR will not appear in the Code of Federal Regulations.
By the Commission.
Dated: March 19, 2024.
Vanessa A. Countryman,
Secretary.
Note: The following appendices will not appear in the Code of
Federal Regulations.
Appendix A--Form 20-F
Form 20-F
* * * * *
Part II
* * * * *
Item 16E Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
(a) In the following tabular format, provide the information
specified in paragraph (b) of this Item with respect to any purchase
made by or on behalf of the issuer or any ``affiliated purchaser,''
as defined in Sec. 240.10b-18(a)(3), of shares or other units of
any class of the issuer's equity securities that is registered by
the issuer pursuant to section 12 of the Exchange Act (15 U.S.C.
78l).
Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
(d) Maximum number (or
(c) Total number of approximate dollar
(a) Total number (b) Average price shares (or units) value) of shares (or
Period of shares (or paid per share purchased as part of units) that may yet be
units) purchased (or unit) publicly announced purchased under the
plans or programs plans or programs
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #1 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #2 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #3 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #4 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #5 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #6 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #7 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #8 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #9 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #10 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #11 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #12 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------------------------------------------------------
(b) The table shall include the following information for each
class or series of securities for each month included in the period
covered by the report:
(1) The total number of shares (or units) purchased (column
(a)).
Instruction to Paragraph (b)(1) of Item 16E
Include in this column all issuer repurchases, including those
made pursuant to publicly announced plans or programs and those not
made pursuant to publicly announced plans or programs. Briefly
disclose, by footnote to the table, the number of shares purchased
other than through a publicly announced plan or program and the
nature of the transaction (e.g., whether the purchases were made in
open-market transactions, tender offers, in satisfaction of the
company's obligations upon exercise of outstanding put options
issued by the company, or other transactions).
(2) The average price paid per share (or unit) (column (b)).
(3) The number of shares (or units) purchased as part of a
publicly announced repurchase plan or program (column (c)).
(4) The maximum number (or approximate dollar value) of shares
(or units) that may yet be purchased under the plans or programs
(column (d)).
Instructions to Paragraphs (b)(3) and (b)(4) of Item 16E
1. In the table, disclose this information in the aggregate for
all plans or programs publicly announced.
[[Page 24377]]
2. By footnote to the table, indicate:
a. The date each plan or program was announced;
b. The dollar amount (or share or unit amount) approved;
c. The expiration date (if any) of each plan or program;
d. Each plan or program that has expired during the period
covered by the table; and
e. Each plan or program the issuer has determined to terminate
prior to expiration, or under which the issuer does not intend to
make further purchases.
Instruction to Item 16E
Disclose all purchases covered by this item, including purchases
that do not satisfy the conditions of the safe harbor of Sec.
240.10b-18. Price data and other data should be stated in the same
currency used in the issuer's primary financial statements provided
in Item 8 of this Form.
* * * * *
Appendix B--Form 10-Q
Form 10-Q
* * * * *
Part II--Other Information
* * * * *
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
* * * * *
(c) Furnish the information required by Item 703 of Regulation
S-K (Sec. 229.703 of this chapter) for any repurchase made in the
quarter covered by the report. Provide disclosures covering
repurchases made on a monthly basis. For example, if the quarter
began on January 16 and ended on April 15, the chart would show
repurchases for the months from January 16 through February 15,
February 16 through March 15, and March 16 through April 15.
* * * * *
Item 5. Other Information.
* * * * *
(c) Furnish the information required by Items 408(a) of
Regulation S-K (Sec. 229.408(a)).
* * * * *
Appendix C--Form 10-K
Form 10-K
* * * * *
General Instructions
* * * * *
J. Use of This Form by Asset-Backed Issuers
* * * * *
(1) * * *
* * * * *
(l) Item 9A, Controls and Procedures;
* * * * *
Part II
* * * * *
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
* * * * *
(c) Furnish the information required by Item 703 of Regulation
S-K (Sec. 229.703 of this chapter) for any repurchase made in a
month within the fourth quarter of the fiscal year covered by the
report. Provide disclosures covering repurchases made on a monthly
basis. For example, if the fourth quarter began on January 16 and
ended on April 15, the chart would show repurchases for the months
from January 16 through February 15, February 16 through March 15,
and March 16 through April 15.
* * * * *
Item 9B. Other Information
(a) The registrant must disclose under this item any information
required to be disclosed in a report on Form 8-K during the fourth
quarter of the year covered by this Form 10-K, but not reported,
whether or not otherwise required by this Form 10-K. If disclosure
of such information is made under this item, it need not be repeated
in a report on Form 8-K which would otherwise be required to be
filed with respect to such information or in a subsequent report on
Form 10-K.
(b) Furnish the information required by Item 408(a) of
Regulation S-K (Sec. 229.408(a) of this chapter).
* * * * *
Appendix D--Form N-CSR
Form N-CSR
* * * * *
Item 14. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers
(a) If the registrant is a closed-end management investment
company, in the following tabular format, provide the information
specified in paragraph (b) of this Item with respect to any purchase
made by or on behalf of the registrant or any ``affiliated
purchaser,'' as defined in Rule 10b-18(a)(3) under the Exchange Act
(17 CFR 240.10b-18(a)(3)), of shares or other units of any class of
the registrant's equity securities that is registered by the
registrant pursuant to Section 12 of the Exchange Act (15 U.S.C.
781).
Instruction to paragraph (a).
Disclose all purchases covered by this Item, including purchases
that do not satisfy the conditions of the safe harbor of Rule 10b-18
under the Exchange Act (17 CFR 240.10b-18), made in the period
covered by the report. Provide disclosures covering repurchases made
on a monthly basis. For example, if the reporting period began on
January 16 and ended on July 15, the chart would show repurchases
for the months from January 16 through February 15, February 16
through March 15, March 16 through April 15, April 16 through May
15, May 16 through June 15, and June 16 through July 15.
Registrant Purchases of Equity Securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
(d) Maximum number (or
(c) Total number of approximate dollar
(a) Total number (b) Average price shares (or units) value) of shares (or
Period of shares (or paid per share purchased as part of units) that may yet be
units) purchased (or unit) publicly announced purchased under the
plans or programs plans or programs
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #1 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #2 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #3 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #4 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #5 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Month #6 (identify beginning and ending dates).
--------------------------------------------------------------------------------------------------------------------------------------------------------
Total
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(b) The table shall include the following information for each
class or series of securities for each month included in the period
covered by the report:
(1) The total number of shares (or units) purchased (column
(a));
Instruction to paragraph (b)(1).
Include in this column all repurchases by the registrant,
including those made pursuant to publicly announced plans or
programs and those not made pursuant to publicly
[[Page 24378]]
announced plans or programs. Briefly disclose, by footnote to the
table, the number of shares purchased other than through a publicly
announced plan or program and the nature of the transaction (e.g.,
whether the purchases were made in open-market transactions, tender
offers, in satisfaction of the registrant's obligations upon
exercise of outstanding put options issued by the registrant, or
other transactions).
(2) The average price paid per share (or unit) (column (b));
(3) The number of shares (or units) purchased as part of
publicly announced repurchase plans or programs (column (c)); and
(4) The maximum number (or approximate dollar value) of shares
(or units) that may yet be purchased under the plans or programs
(column (d)).
Instructions to paragraphs (b)(3) and (b)(4).
1. In the table, disclose this information in the aggregate for
all plans or programs publicly announced.
2. By footnote to the table, indicate:
a. The date each plan or program was announced;
b. The dollar amount (or share or unit amount) approved;
c. The expiration date (if any) of each plan or program;
d. Each plan or program that has expired during the period
covered by the table; and
e. Each plan or program the registrant has determined to
terminate prior to expiration, or under which the registrant does
not intend to make further purchases.
[FR Doc. 2024-06187 Filed 4-5-24; 8:45 am]
BILLING CODE 8011-01-P
