Submission for OMB Review; Comment Request; Extension: Rule 12d2-2 and Form 25, 28828-28829 [2024-08381]

Download as PDF 28828 Federal Register / Vol. 89, No. 77 / Friday, April 19, 2024 / Notices it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: lotter on DSK11XQN23PROD with NOTICES1 Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– CboeEDGA–2024–011 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–CboeEDGA–2024–011. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–CboeEDGA–2024–011 and should be submitted on or before May 10, 2024. VerDate Sep<11>2014 02:06 Apr 19, 2024 Jkt 262001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Vanessa A. Countryman, Secretary. [FR Doc. 2024–08358 Filed 4–18–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–86, OMB Control No. 3235–0080] Submission for OMB Review; 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’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the existing collection of information provided for in 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.). 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 17 17 CFR 200.30–3(a)(12). 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). 1 See PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 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 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 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 × 1 hour per response). In addition, since approximately 117 responses are received by the Commission annually from issuers wishing to remove their 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. E:\FR\FM\19APN1.SGM 19APN1 Federal Register / Vol. 89, No. 77 / Friday, April 19, 2024 / Notices 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). The collection of information obligations imposed by Rule 12d2–2 and Form 25 are mandatory. The response will be available to the public and will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. The public may view background documentation for this information collection at the following website: www.reginfo.gov. Find this particular information collection by selecting ‘‘Currently under 30-day Review—Open for Public Comments’’ or by using the search function. Written comments and recommendations for the proposed information collection should be sent by May 20, 2024 to (i) www.reginfo.gov/ public/do/PRAMain 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: April 16, 2024. Vanessa A. Countryman, Secretary. BILLING CODE 8011–01–P lotter on DSK11XQN23PROD with NOTICES1 [Release No. 34–99955; File No. SR–MIAX– 2024–20] Self-Regulatory Organizations; Miami International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Fees and Rebates for QCC and cQCC Orders April 15, 2024. Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act Jkt 262001 The Exchange is filing a proposal to amend the MIAX Fee Schedule (‘‘Fee Schedule’’) to amend fees and rebates for QCC and cQCC Orders. The text of the proposed rule change is available on the Exchange’s website at https:// www.miaxglobal.com/markets/usoptions/all-options-exchanges/rulefilings, at MIAX’s principal office, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. 1. Purpose SECURITIES AND EXCHANGE COMMISSION 02:06 Apr 19, 2024 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change [FR Doc. 2024–08381 Filed 4–18–24; 8:45 am] VerDate Sep<11>2014 of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 8, 2024, Miami International Securities Exchange, LLC (‘‘MIAX’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. The Exchange proposes to amend Sections 1)a)vii)–viii) of the Fee Schedule to modify certain fees and rebates applicable to Qualified Contingent Cross (‘‘QCC’’) Orders and Complex Qualified Contingent Cross (‘‘cQCC’’) Orders (defined and described below). The Exchange previously filed this proposal on March 28, 2024 (SR– MIAX–2024–18). On April 8, 2024, the Exchange withdrew SR–MIAX–2024–18 and resubmitted this proposal. 1 15 2 17 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00114 Fmt 4703 Sfmt 4703 28829 Background A QCC Order is comprised of an originating order to buy or sell at least 1,000 contracts that is identified as being part of a qualified contingent trade, coupled with a contra-side order or orders totaling an equal number of contracts.3 A ‘‘qualified contingent trade’’ is a transaction consisting of two or more component orders, executed as agent or principal, where: (a) at least one component is an NMS Stock, as defined in Rule 600 of Regulation NMS under the Exchange Act; (b) all components are effected with a product or price contingency that either has been agreed to by all the respective counterparties or arranged for by a broker-dealer as principal or agent; (c) the execution of one component is contingent upon the execution of all other components at or near the same time; (d) the specific relationship between the component orders (e.g., the spread between the prices of the component orders) is determined by the time the contingent order is placed; (e) the component orders bear a derivative relationship to one another, represent different classes of shares of the same issuer, or involve the securities of participants in mergers or with intentions to merge that have been announced or cancelled; and (f) the transaction is fully hedged (without regard to any prior existing position) as a result of other components of the contingent trade.4 Section 1)a)vii) of the Fee Schedule provides certain fees and rebates applicable to QCC Orders. Currently, the Exchange provides rebates to the Member 5 firm that enters the QCC Order into the MIAX System,6 with the rebates only paid on the initiating side (the ‘‘initiator’’) of the QCC transaction. However, no rebates are paid for QCC Orders for which both the initiator and contra-side orders are Priority Customers.7 The Exchange notes that with regard to order entry, the first order submitted into the System is marked as 3 See Exchange Rule 516(j). Exchange Rule 516, Interpretation and Policy .01. 5 The term ‘‘Member’’ means an individual or organization approved to exercise the trading rights associated with a Trading Permit. Members are deemed ‘‘members’’ under the Exchange Act. See Exchange Rule 100. 6 The term ‘‘System’’ means the automated trading system used by the Exchange for the trading of securities. See Exchange Rule 100. 7 The term ‘‘Priority Customer’’ means a person or entity that (i) is not a broker or dealer in securities, and (ii) does not place more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s). The number of orders shall be counted in accordance with the Interpretation and Policy .01. See Exchange Rule 100. 4 See E:\FR\FM\19APN1.SGM 19APN1

Agencies

[Federal Register Volume 89, Number 77 (Friday, April 19, 2024)]
[Notices]
[Pages 28828-28829]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-08381]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

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


Submission for OMB Review; 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'') has submitted to the Office of Management 
and Budget (``OMB'') a request for approval of extension of the 
existing collection of information provided for in 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.).
    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 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 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

[[Page 28829]]

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.
---------------------------------------------------------------------------

    The collection of information obligations imposed by Rule 12d2-2 
and Form 25 are mandatory. The response will be available to the public 
and will not be kept confidential.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number.
    The public may view background documentation for this information 
collection at the following website: www.reginfo.gov. Find this 
particular information collection by selecting ``Currently under 30-day 
Review--Open for Public Comments'' or by using the search function. 
Written comments and recommendations for the proposed information 
collection should be sent by May 20, 2024 to (i) www.reginfo.gov/public/do/PRAMain 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: 
[email protected].

    Dated: April 16, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08381 Filed 4-18-24; 8:45 am]
BILLING CODE 8011-01-P
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