Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Proposed Rules 79963 

while such persons were providing 

services to the acquired entity; and 

(iii) Executors, administrators, or 

beneficiaries of the estates of deceased 

platform workers, guardians or members 

of a committee for incompetent former 

platform workers, or similar persons 

duly authorized by law to administer 

the estate or assets of former platform 

workers. 

(5) The inclusion of individuals 

described in paragraph (4) of General 

Instruction A.1.(b) in the term ‘‘platform 

worker’’ is only to permit registration on 

Form S–8 of the exercise of stock 

options issued to platform workers 

pursuant to a plan, and the subsequent 

sale of the securities, if these exercises 

and sales are permitted under the terms 

of the plan. 

* * * * * 

G. Updating 

Updating of information constituting 

the Section 10(a) prospectus pursuant to 

Rule 428(a) (§ 230.428(a)) during the 

offering of the securities shall be 

accomplished as follows: 

1. Plan information specified by Item 

1 of Form S–8 required to be sent or 

given to employees or platform workers 

shall be updated as specified in Rule 

428(b)(l) (§ 230.428(b)(l)) or Rule 

428(d)(1) (§ 230.428(d)(1)). Such 

information need not be filed with the 

Commission. 

* * * * * 

Part I Information Required in the 

Section 10(a) Prospectus 

Note: The document(s) containing the 

information specified in this Part I will 

be sent or given to employees or 

platform workers as specified by Rules 

428(b)(1) and 428(d) (§§ 230.428(b)(1) 

and 428(d)). Such documents need not 

be filed with the Commission either as 

part of this registration statement or as 

prospectuses or prospectus supplements 

pursuant to Rule 424 (§ 230.424). These 

documents and the documents 

incorporated by reference in the 

registration statement pursuant to Item 

3 of Part II of this Form, taken together, 

constitute a prospectus that meets the 

requirements of Section 10(a) of the 

Securities Act. See Rules 428(b)(1) and 

428(d) (§§ 230.428(b)(1) and 428(d)). 

* * * * * 

Item 2. Registrant Information and 

Participant Plan Annual Information 

The registrant shall provide a written 

statement to participants advising them 

of the availability without charge, upon 

written or oral request, of the 

documents incorporated by reference in 

Item 3 of Part II of the registration 

statement, and stating that these 

documents are incorporated by 

reference in the Section 10(a) 

prospectus. The statement also shall 

indicate the availability without charge, 

upon written or oral request, of other 

documents required to be delivered to 

employees pursuant to Rule 428(b) 

(§ 230.428(b)), and to platform workers 

pursuant to Rule 428(d). The statement 

shall include the address (giving title or 

department) and telephone number to 

which the request is to be directed. 

* * * * * 

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, 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, and 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; Pub. L. 111–203, 939A, 124 Stat. 

1376 (2010); and Pub. L. 112–106, secs. 503 

and 602, 126 Stat. 326 (2012), unless 

otherwise noted. 

* * * * * 

■ 8. Amend § 240.12g5–1 by revising 

paragraph (a)(8) to read as follows: 

§ 240.12g5–1 Definition of securities ‘‘held 

of record’’. 

(a) * * * 

(8)(i) For purposes of determining 

whether an issuer is required to register 

a class of equity securities with the 

Commission pursuant to Section 

12(g)(1) of the Act (15 U.S.C. 78l(g)(1)), 

an issuer may exclude securities: 

(A) Held by persons who received the 

securities pursuant to an employee 

compensation plan, or a compensation 

plan for platform workers pursuant to 

§ 230.701(h) of this chapter, in 

transactions exempt from, or not subject 

to, the registration requirements of 

Section 5 of the Securities Act of 1933 

(15 U.S.C. 77e); and 

(B) Held by persons who received the 

securities in a transaction exempt from, 

or not subject to, the registration 

requirements of Section 5 of the 

Securities Act (15 U.S.C. 77e) from the 

issuer, a predecessor of the issuer, or an 

acquired company in substitution or 

exchange for excludable securities 

under paragraph (a)(8)(i)(A) of this 

section, as long as the persons were 

eligible to receive securities pursuant to 

§ 230.701 of this chapter at the time the 

excludable securities were originally 

issued to them. 

(ii) As a non-exclusive safe harbor 

under this paragraph (a)(8): 

(A) An issuer may deem a person to 

have received the securities: 

(1) Pursuant to an employee 

compensation plan if such plan and the 

person who received the securities 

pursuant to the plan met the plan and 

participant conditions of § 230.701(c) of 

this chapter; or 

(2) Pursuant to a compensation plan 

for platform workers if such plan and 

the person who received the securities 

pursuant to the plan met the plan and 

participant conditions of § 230.701(h) of 

this chapter. 

(B) An issuer may, solely for the 

purposes of Section 12(g) of the Act (15 

U.S.C. 78l(g)(1)), deem the securities to 

have been issued in a transaction 

exempt from, or not subject to, the 

registration requirements of Section 5 of 

the Securities Act (15 U.S.C. 77e) if the 

issuer had a reasonable belief at the time 

of the issuance that the securities were 

issued in such a transaction. 

Note 1 to paragraph (a)(8)(ii): Section 

230.701(h) applies only to offers or sales of 

securities occurring prior to five years 

following the date of effectiveness of 

§ 230.701(h). On that date, § 230.701(h) will 

expire and will no longer be effective. 

* * * * * 

By the Commission. 

Dated: November 24, 2020. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2020–26374 Filed 12–10–20; 8:45 am] 

BILLING CODE 8011–01–P 

SOCIAL SECURITY ADMINISTRATION 

20 CFR Part 401 

[Docket No. SSA–2018–0012] 

RIN 0960–AI31 

Anti-Fraud System 

AGENCY: Social Security Administration. 

ACTION: Notice of proposed rulemaking. 

SUMMARY: We separately published, in 

today’s Federal Register, notice of a 

modified system of records entitled 

Anti-Fraud (AF) System. Because this 

system will contain some investigatory 

material compiled for law enforcement 

purposes, this proposed rule will 

exempt those records within this system 

of records from specific provisions of 

the Privacy Act. 

DATES: To ensure that your comments 

are considered, we must receive them 

no later than January 11, 2021. 

ADDRESSES: You may submit comments 

by any one of three methods—internet, 


jbell on DSKJLSW7X2PROD with PROPOSALS
79964 Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Proposed Rules 

1 5 U.S.C. 552a. 

fax, or mail. Do not submit the same 

comments multiple times or by more 

than one method. Regardless of which 

method you choose, please state that 

your comments refer to docket number 

SSA–2018–0012, in order that we may 

associate your comments with the 

correct regulation. 

Caution: You should be careful to 

include in your comments only 

information that you wish to make 

publicly available. We strongly urge you 

not to include in your comments any 

personal information, such as Social 

Security numbers or medical 

information. 

1. Internet: We strongly recommend 

that you submit your comments via the 

internet. Please visit the Federal 

eRulemaking portal at http:// 

www.regulations.gov. Use the Search 

function to find docket number SSA– 

2018–0012. The system will issue a 

tracking number to confirm your 

submission. You will not be able to 

view your comment immediately 

because we must post each comment 

manually. It may take up to a week for 

your comment to be viewable. 

2. Fax: Fax comments to (410) 966– 

2830. 

3. Mail: Address your comments to 

the Office of Regulations and Reports 

Clearance, Social Security 

Administration, 3100 West High Rise, 

6401 Security Boulevard, Baltimore, 

Maryland 21235–6401. 

Comments are available for public 

viewing on the Federal eRulemaking 

portal at http://www.regulations.gov or 

in person, during regular business 

hours, by arranging with the contact 

person identified below. 

FOR FURTHER INFORMATION CONTACT: 

Melissa Feldhan, Supervisory 

Government Information Specialist, 

SSA, Office of Privacy & Disclosure, 

6401 Security Boulevard, Baltimore, 

Maryland 21235–6401, Phone: (410) 

965–1416, for information about this 

rule. For information on eligibility or 

filing for benefits, call our national tollfree number, 1–800–772–1213 or TTY 

1–800–325–0778, or visit our internet 

site, Social Security Online, at http:// 

www.socialsecurity.gov. 

SUPPLEMENTARY INFORMATION: 

Background 

In accordance with the Privacy Act,1

we are issuing public notice of our 

intent to establish a modified system of 

records, the Anti-Fraud (AF) System 

(60–0388). The AF System is an agencywide and overarching system that 

includes the ability to detect, prevent, 

and mitigate fraud in our programs. The 

AF System collects and maintains 

personally identifiable information (PII) 

for assisting us in identifying suspicious 

or potentially fraudulent activities 

performed by individuals across all of 

the agency’s programs and service 

delivery methods. 

We established the AF System to 

support our goal of enhancing SSA’s 

fraud prevention and detection 

activities by protecting the public’s data, 

providing secure online services, and 

increasing payment accuracy. The AF 

System provides us with access to a 

single repository of data that currently 

resides across many of our different 

systems of records. We use the PII in the 

AF System to employ advanced data 

analytics solutions to identify patterns 

indicative of fraud, improve the 

functionality of data-driven fraud 

activations, conduct real-time risk 

analysis, and integrate developing 

technology into our anti-fraud business 

processes. This solution also provides 

true business intelligence to agency 

leadership with assistance in datadriven anti-fraud decision-making. We 

use the records in the AF System to 

detect indications of fraud in all of our 

programs and operations initiated by 

individuals outside of SSA or internal to 

SSA (e.g., SSA employees). 

We are claiming that the AF System 

is exempt from certain provisions of the 

Privacy Act pursuant to 5 U.S.C. 

552a(k)(2). Some information in the AF 

System relates to our efforts to mitigate, 

detect, and investigate fraud in our 

programs and systems and to collaborate 

with the Office of the Inspector General 

in fraud investigations and 

prosecutions. Therefore, we need these 

exemptions to protect information from 

public access. The exemptions are 

required to avoid disclosure of 

screening techniques; to protect the 

identities and physical safety of 

confidential informants; to ensure our 

ability to obtain information from third 

parties and other sources; and to protect 

the privacy of third parties. Allowing an 

individual to access the information in 

the AF System could permit the 

individual to avoid detection or 

apprehension. 

In appropriate circumstances, when 

compliance would not appear to 

interfere with or adversely affect the law 

enforcement purposes of the AF System 

and the overall law enforcement 

process, we may, at our discretion, grant 

notification of or access to a record in 

the AF System. If an individual is 

denied any right, privilege, or benefit to 

which he or she is otherwise entitled 

under Federal law due to the 

maintenance of material in the AF 

System, we will provide such material 

to such individual, except to the extent 

that the disclosure of such material 

would reveal the identity of a source 

who furnished information to us under 

an express promise that the identity of 

the source would be held in confidence. 

We are claiming exemption from 

Privacy Act subsection (c)(3) 

(Accounting and Disclosure); subsection 

(d) (Access and Amendment to 

Records); subsection (e)(4)(G), (e)(4)(H), 

and (e)(4)(I) (Agency Requirements); and 

subsection (f) (Agency Rules) for this 

system of records. We claim exemption 

from these Privacy Act subsections for 

the AF System because release of the 

accounting of disclosures, access to the 

records, and notice to individuals with 

respect to existence of records could 

alert the individual whom might be a 

subject of an investigation of an actual 

or potential criminal, civil, or regulatory 

violation to the existence of that 

investigation. Disclosures of accounting 

would therefore present a serious 

impediment to law enforcement efforts. 

These Privacy Act subsections would 

permit the individual who is the subject 

of a record to impede the investigation, 

to tamper with witnesses, or evidence, 

and to avoid detection or apprehension, 

which would undermine the 

investigative process. Thereby, these 

Privacy Act subsections would 

undermine SSA investigative efforts and 

reveal the identities of witnesses, and 

potential witnesses, and confidential 

informants. 

In summary, due to the investigatory 

nature of information that we maintain 

in this system of records, we propose to 

add the AF System to the list of our 

systems that are exempt from specific 

provisions of the Privacy Act pursuant 

to 5 U.S.C. 552a(k)(2). 

Rulemaking Analyses and Notices 

We will consider all comments 

received on or before the close of 

business on the comment closing date 

indicated above and we will make the 

comments available for examination in 

the docket at the previously noted 

address. We will file comments received 

after the comment closing date in the 

docket, and we will consider them to 

the extent practicable. We may publish 

a final rule at any time after close of the 

comment period. 

Clarity of This Rule 

Executive Order 12866, as 

supplemented by Executive Order 

13563, requires each agency to write all 

rules in plain language. In addition to 

your substantive comments on this 

proposed rule, we invite your comments 


jbell on DSKJLSW7X2PROD with PROPOSALS
Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Proposed Rules 79965 

on how to make the rule easier to 

understand. 

For example: 

• Would more, but shorter, sections 

be better? 

• Are the requirements in the rule 

clearly stated? 

• Have we organized the material to 

suit your needs? 

• Could we improve clarity by adding 

tables, lists, or diagrams? 

• What else could we do to make the 

rule easier to understand? 

• Does the rule contain technical 

language or jargon that is not clear? 

• Would a different format make the 

rule easier to understand, e.g., grouping 

and order of sections, use of headings, 

paragraphing? 

Regulatory Procedures 

Executive Order 12866, as 

Supplemented by Executive Order 

13563 

We consulted with the Office of 

Management and Budget (OMB) and 

determined that this NPRM does not 

meet the criteria for a significant 

regulatory action under Executive Order 

12866, as supplemented by Executive 

Order 13563. 

We also determined that this NPRM 

meets the plain language requirement of 

Executive Order 12866. 

Executive Order 13132 (Federalism) 

We analyzed this proposed rule in 

accordance with the principles and 

criteria established by Executive Order 

13132, and we determined that the 

proposed rule will not have sufficient 

Federalism implications to warrant the 

preparation of a Federalism assessment. 

We also determined that this proposed 

rule will not preempt any State law or 

State regulation or affect the States’ 

abilities to discharge traditional State 

governmental functions. 

Executive Order 12372 

(Intergovernmental Review) 

The regulations effectuating Executive 

Order 12372 regarding 

intergovernmental consultation on 

Federal programs and activities apply to 

this proposed rule. 

Regulatory Flexibility Act 

We certify that this proposed rule will 

not have a significant economic impact 

on a substantial number of small entities 

because it affects individuals only. 

Therefore, the Regulatory Flexibility 

Act, as amended, does not require us to 

prepare a regulatory flexibility analysis. 

Paperwork Reduction Act 

These rules do not create any new or 

affect any existing collections and, 

therefore, do not require Office of 

Management and Budget approval 

under the Paperwork Reduction Act. 

List of Subjects in 20 CFR Part 401 

Administrative practice and 

procedure, Privacy. 

The Commissioner of the Social 

Security Administration, Andrew Saul, 

having reviewed and approved this 

document, is delegating the authority to 

electronically sign this document to 

Faye I. Lipsky, who is the primary 

Federal Register Liaison for SSA, for 

purposes of publication in the Federal 

Register. 

Faye I. Lipsky, 

Federal Register Liaison, Office of Legislation 

and Congressional Affairs, Social Security 

Administration. 

For the reasons stated in the 

preamble, we are revising subpart B of 

part 401 of title 20 of the Code of 

Federal Regulations as set forth below: 

PART 401—PRIVACY AND 

DISCLOSURE OF OFFICIAL RECORDS 

AND INFORMATION 

Subpart B—[Amended] 

■ 1. The authority citation for subpart B 

of part 401 continues to read as follows: 

Authority: Secs. 205, 702(a)(5), 1106, and 

1141 of the Social Security Act (42 U.S.C. 

405, 902(a)(5), 1306, and 1320b–11); 5 U.S.C. 

552 and 552a; 8 U.S.C. 1360; 26 U.S.C. 6103; 

30 U.S.C. 923. 

■ 2. In § 401.85, add paragraph 

(b)(2)(ii)(H) to read as follows. 

* * * * * 

(b)(2) * * * 

(ii) * * * 

(H) Anti-Fraud, SSA. 

* * * * * 

[FR Doc. 2020–26754 Filed 12–10–20; 8:45 am] 

BILLING CODE 4191–02–P 

DEPARTMENT OF THE INTERIOR 

Bureau of Indian Affairs 

25 CFR Part 150 

[201A2100DD, AAKC001030, 

A0A501010.999900] 

RIN 1076–AF56 

Indian Land Title and Records 

AGENCY: Bureau of Indian Affairs, 

Interior. 

ACTION: Proposed rule. 

SUMMARY: The Bureau of Indian Affairs 

(BIA) is proposing a rule to modernize 

the current regulations governing the 

Land Title and Records Office (LTRO). 

The LTRO maintains title documents for 

land held in trust or restricted status for 

individual Indians and Tribes (Indian 

land). This proposed rule would replace 

outdated provisions and allow for more 

widespread efficiencies by reflecting 

current practices, while creating a 

framework for future LTRO operations. 

DATES: Please submit written comments 

by February 9, 2021. If you wish to 

comment on the information collection 

requirements in this proposed rule, 

please note that the Office of 

Management and Budget (OMB) is 

required to make a decision concerning 

the collection of information contained 

in this proposed rule between 30 and 60 

days after publication of this proposed 

rule in the Federal Register. Therefore, 

comments should be submitted to OMB 

by January 11, 2021. See the 

SUPPLEMENTARY INFORMATION section of 

this rulemaking for dates of Tribal 

consultation sessions. 

ADDRESSES: You may send comments, 

identified by RIN number 1076–AF56 

by any of the following methods: 

• Federal eRulemaking Portal: http:// 

www.regulations.gov. Follow the 

instructions for sending comments. 

• Email: consultation@bia.gov. 

Include RIN number 1076–AF56 in the 

subject line of the message. 

• Mail or Hand-Delivery/Courier: 

Office of Regulatory Affairs & 

Collaborative Action—Indian Affairs 

(RACA), U.S. Department of the Interior, 

1849 C Street NW, Mail Stop 4660, 

Washington, DC 20240. 

All submissions received must 

include the Regulatory Information 

Number (RIN) for this rulemaking (RIN 

1076–AF56). All comments received 

will be posted without change to http:// 

www.regulations.gov, including any 

personal information provided. 

Comments on the Paperwork 

Reduction Act information collections 

contained in this document are separate 

from comments on the substance of the 

rulemaking. Send your comments and 

suggestions on the information 

collection requirements to the Desk 

Officer for the Department of the 

Interior at OMB–OIRA at (202) 395– 

5806 (fax) or OIRA_Submission@

omb.eop.gov (email). Please provide a 

copy of your comments to 

consultation@bia.gov. 

We cannot ensure that comments 

received after the close of the comment 

period (see DATES) will be included in 

the docket for this rulemaking and 

considered. Comments sent to an 

address other than those listed above 

will not be included in the docket for 

this rulemaking. 


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