Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 7961 

1See Administration of the Electronic Data 

Gathering, Analysis, and Retrieval System, Release 

No. 33–10821 (Aug. 21, 2020) [85 FR 58018 (Sep. 

17, 2020)] (the ‘‘Proposing Release’’), at 58018. In 

1993, the Commission adopted rules mandating that 

certain filings be made with the Commission 

electronically through the newly launched EDGAR 

system. See id. 

2Regulation S–T anticipates that filers may 

address their own substantive, and in some cases, 

administrative, submission issues through filer 

corrective disclosure. See Proposing Release, supra 

footnote 1, at 58018. 3See Proposing Release, supra footnote 1. 

By amending: § 97.23 VOR, VOR/ 

DME, VOR or TACAN, and VOR/DME 

or TACAN; § 97.25 LOC, LOC/DME, 

LDA, LDA/DME, SDF, SDF/DME; 

§ 97.27 NDB, NDB/DME; § 97.29 ILS, 

ILS/DME, MLS, MLS/DME, MLS/RNAV; 

§ 97.31 RADAR SIAPs; § 97.33 RNAV 

SIAPs; and § 97.35 COPTER SIAPs, 

Identified as follows: 

* * * Effective Upon Publication 

AIRAC date State City Airport FDC No. FDC date Subject 

25–Feb–21 ........ IN Terre Haute ................... Terre Haute Rgnl ........... 0/1954 11/20/20 This NOTAM, published in Docket No. 31351, Amdt No. 3940, 

TL 21–05 (86 FR 7496, January 29, 2021), is hereby rescinded in its entirety. 

25–Feb–21 ........ AR Warren ........................... Warren Muni .................. 0/6197 11/27/20 This NOTAM, published in Docket No. 31351, Amdt No. 3940, 

TL 21–05 (86 FR 7496, January 29, 2021), is hereby rescinded in its entirety. 

25–Feb–21 ........ IN Michigan City ................. Michigan City Muni-Phillips Field.0/6435 1/12/21 RNAV (GPS) RWY 20, Amdt 1. 

25–Feb–21 ........ KS Norton ............................ Norton Muni ................... 0/6672 1/5/21 RNAV (GPS) RWY 16, Amdt 1A. 

25–Feb–21 ........ AK Aniak .............................. Aniak .............................. 0/9286 1/12/21 RNAV (GPS) RWY 29, Amdt 3. 

25–Feb–21 ........ DE Georgetown ................... Delaware Coastal .......... 0/9494 1/11/21 VOR RWY 4, Orig. 

25–Feb–21 ........ AR Clarksville ...................... Clarksville Muni ............. 0/9498 1/5/21 RNAV (GPS) RWY 9, Orig-B. 

25–Feb–21 ........ TX Longview ....................... East Texas Rgnl ............ 1/1876 1/11/21 RNAV (GPS) RWY 13, Amdt 1A. 

25–Feb–21 ........ TX Midland .......................... Midland Intl Air And 

Space Port.

1/1993 1/12/21 RNAV (GPS) RWY 22, Amdt 1B. 

25–Feb–21 ........ AR Warren ........................... Warren Muni .................. 1/3132 1/12/21 RNAV (GPS) RWY 21, Orig-B. 

25–Feb–21 ........ IN Terre Haute ................... Terre Haute Rgnl ........... 1/4356 1/15/21 VOR RWY 23, Amdt 21. 

[FR Doc. 2021–02095 Filed 2–2–21; 8:45 am] 

BILLING CODE 4910–13–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 200 and 232 

[Release Nos. 33–10901; 34–90636; 39– 

2535; IC–34136; File No. S7–11–20] 

RIN 3235–AM77 

Administration of the Electronic Data 

Gathering, Analysis, and Retrieval 

System 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’) is 

adopting a new rule that specifies 

several actions that the Commission, in 

its administration of the Electronic Data 

Gathering, Analysis, and Retrieval 

system (‘‘EDGAR’’), may take to promote 

the reliability and integrity of EDGAR 

submissions. The new rule establishes a 

process for the Commission to notify 

filers and other relevant persons of its 

actions under the rule as soon as 

reasonably practicable. In addition, the 

Commission is adopting amendments to 

delegate authority to the Director of the 

Commission’s EDGAR Business Office 

to take actions pursuant to the new rule 

and two current rules relating to filing 

date adjustments and the continuing 

hardship exemption. 

DATES: This rule is effective February 3, 

2021. 

FOR FURTHER INFORMATION CONTACT: 

Rosemary Filou, Chief Counsel; Monica 

Lilly, Senior Special Counsel; or Jane 

Patterson, Senior Counsel; EDGAR 

Business Office, at 202–551–3900, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 20549. 

SUPPLEMENTARY INFORMATION: The 

Commission is adopting new rule 17 

CFR 232.15 (‘‘Rule 15’’) under 17 CFR 

232.10 through 232.903 (‘‘Regulation S– 

T’’), and new rule 17 CFR 200.30–19 

(‘‘Rule 30–19’’) under 17 CFR 200.1 

through 200.800, the Commission’s 

Rules of Organization and Program 

Management. 

I. Introduction and Background 

Regulation S–T addresses, among 

other things, certain administrative 

issues related to EDGAR submissions.1

For example, Regulation S–T allows a 

filer to submit an amendment to, or a 

notice of withdrawal of, the filer’s 

submission to remedy a submission 

issue (‘‘filer corrective disclosure’’).2 In 

recent years, as the volume of EDGAR 

submissions has grown, the Commission 

has increasingly confronted 

administrative issues that impact the 

Commission’s ability to promote the 

reliability and integrity of EDGAR 

submissions and that are not easily 

addressed by existing rules or filer 

corrective disclosure. When these issues 

arise, they can create confusion for 

filers, investors, and other users of 

EDGAR. 

To promote the reliability and 

integrity of EDGAR submissions and to 

provide transparency about our 

practices, the Commission proposed 

Rule 15 under Regulation S–T on 

August 21, 2020, to specify actions that 

the Commission may take to facilitate 

the resolution of administrative issues.3

Proposed Rule 15 provided that, in its 

administration of EDGAR, the 

Commission may take the following 

actions to promote the reliability and 

integrity of EDGAR submissions: 

• Redact, remove, or prevent 

dissemination of personally identifiable 

information that if released may result 

in financial or personal harm to an 

individual (‘‘Sensitive PII’’); 

• Prevent submissions that pose a 

cybersecurity threat; 

• Correct system or Commission staff 

errors; 

• Remove or prevent dissemination of 

submissions made under an incorrect 

EDGAR identifier; 

• Prevent the ability to make 

submissions when there are disputes 


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7962 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 

4The comment letters on the Proposing Release 

(File No. S7–11–20) are available at https://

www.sec.gov/comments/s7-11-20/s71120.htm. 

5See Comment Letters of XBRL US (Oct. 5, 2020) 

(‘‘XBRL US Comment Letter I’’); JT Foxx (Oct.12, 

2020) (‘‘JT Foxx Comment Letter’’); Auto 

Connection Manassas VA (Oct. 13, 2020) (‘‘Auto 

Connection Comment Letter’’). 

6See Comment Letter of Ropes & Gray LLP (Oct. 

19, 2020) (‘‘Ropes & Gray Comment Letter’’). 

7As discussed in more detail in Section II.A.6, we 

have modified 17 CFR 232.15(a)(6) (‘‘Rule 15(a)(6)’’) 

as proposed to clarify that the Commission may 

continue to prevent acceptance or dissemination of 

the submission if the Commission has reason to 

believe that an attempted submission may be 

misleading or manipulative and the Commission’s 

concerns have not been satisfactorily addressed 

after evaluating the circumstances surrounding the 

attempted submission. 

8See 17 CFR 232.15(c), which is being adopted 

as proposed (‘‘[n]othing in this rule prevents a filer 

from addressing an error or mistake in the filer’s 

submission by making a filer corrective 

disclosure’’). We received no comments on this 

aspect of the proposal. See also, e.g., 17 CFR 

232.103, 232.105, and 232.501(a)(3). 

9Sensitive PII may comprise a single item of 

information (for example, a Social Security number) 

or a combination of two or more items (for example, 

a full name and financial, medical, criminal, or 

employment history). See Rule 15(a)(1). 

10Although the Commission may take steps to 

ensure that Sensitive PII does not reside in EDGAR, 

the burden of the responsibility to redact such 

information from submissions continues to lie with 

the filer and not the Commission. 

11See Ropes & Gray Comment Letter (noting that 

the Commission release, Amendments to Forms and 

Schedules to Remove Provision of Certain 

Personally Identifiable Information, Release No. 33– 

10846 (Apr. 25, 2018) [83 FR 22190 (May 14, 2018)] 

(‘‘2018 PII Form Amendments Release’’), 

contemplated the removal of Social Security 

numbers, foreign identity numbers, dates of birth, 

and places of birth from certain Commission forms 

and schedules, and that, in the commenter’s view, 

the information referred to in the 2018 PII 

Amendments Release was the minimum of what 

should constitute Sensitive PII for purposes of Rule 

15). See also Proposing Release, supra footnote 1, 

at 58019 (discussing the 2018 PII Form 

Amendments Release). The commenter requested 

that the Commission interpret Sensitive PII to 

include information such as bank account numbers 

and balance information, wire transfer instructions 

and related information (e.g., the sender or 

recipient’s name, phone number, address, and bank 

name) and credit card numbers. The commenter 

also requested that Sensitive PII include, among 

other things, email addresses and mobile phone 

numbers, physical addresses, login information for 

any bank, trading or similar account, and 

information associated with an individual’s digital 

asset account. 

12See Ropes & Gray Comment Letter (discussing 

emerging privacy regimes such as the California 

Consumer Privacy Act and the General Data 

Protection Regulation in Europe). The commenter 

indicated that these regimes expressly consider 

email addresses to be a type of personally 

identifiable information and are often interpreted to 

cover other types of information such as mobile 

phone numbers. 

over the authority to use EDGAR access 

codes; 

• Prevent acceptance or 

dissemination of an attempted 

submission that it has reason to believe 

may be misleading or manipulative 

while evaluating the circumstances 

surrounding the submission, and allow 

acceptance or dissemination if its 

concerns are satisfactorily addressed; 

• Prevent an unauthorized 

submission or otherwise remove a filer’s 

access; and 

• Remedy similar administrative 

issues relating to submissions. 

Moreover, the proposed rule sets forth a 

process for the Commission to notify 

filers and other ‘‘relevant persons’’ (as 

defined below) of its actions under the 

rule as soon as reasonably practicable. 

We received several comment letters 

in response to the proposal.4 A few 

commenters were generally supportive 

of the proposed rule, but expressed 

concern that the Commission may 

redact information from a submission 

without first contacting the filer.5 These 

commenters requested that filers be 

notified prior to any Commission action 

under the proposed rule, if possible. 

These commenters also requested that 

the Commission always consider an 

issuer’s vendor or supplier to be a 

relevant person when the Commission 

provides notice of its actions to a filer 

and any relevant person. 

Another commenter was generally 

supportive of the proposed Commission 

action when a submission contains 

Sensitive PII.6 The commenter 

suggested that the Commission 

‘‘interpret the definition of Sensitive PII 

broadly.’’ The commenter also suggested 

that the Commission provide that filers 

may initiate a request for redaction or 

removal of information from a 

submission containing Sensitive PII and 

that the Commission redact or remove 

such information if the filer 

demonstrates that the submission 

contains Sensitive PII. 

After consideration of the comments 

received, we are adopting Rule 15 

substantially as proposed.7 The rule 

codifies and clarifies the existing 

approach the Commission may take to 

address administrative issues that arise 

in connection with EDGAR 

submissions. By adopting Rule 15, we 

believe there will be increased 

transparency for filers, investors, and 

other users of EDGAR about the actions 

the Commission may take to promote 

the reliability and integrity of EDGAR 

submissions and improved efficiency in 

the Commission’s administration of 

EDGAR. 

Rule 15 will not change filers’ 

obligations under the Federal securities 

laws to ensure the accuracy and 

completeness of information in their 

EDGAR submissions. Moreover, in the 

vast majority of administrative and 

substantive EDGAR submission issues, 

filers will continue to address an error 

by submitting a filer corrective 

disclosure and nothing in Rule 15 will 

prevent a filer from continuing to do 

so.8 We intend to continue to rely upon 

filer corrective disclosure to remedy 

most submission errors. 

Additionally, the Commission is 

adopting new Rule 30–19 to delegate 

authority to the Director of the 

Commission’s EDGAR Business Office 

to take actions pursuant to the following 

rules under Regulation S–T: Rule 15, 17 

CFR 232.13(b) (‘‘Rule 13(b)’’) (relating to 

adjustment of filing dates), and 17 CFR 

232.202 (‘‘Rule 202’’) (relating to the 

continuing hardship exemption). 

II. Discussion of the Final Rules 

A. Adoption of Rule 15 

Rule 15 specifies that, in its 

administration of EDGAR, the 

Commission may take actions to 

promote the reliability and integrity of 

EDGAR submissions. Below we discuss 

the types of actions the Commission 

may take pursuant to Rule 15 to achieve 

those objectives. 

1. Sensitive Personally Identifiable 

Information 

We are adopting as proposed 17 CFR 

232.15(a)(1) (‘‘Rule 15(a)(1)’’), which 

specifies that the Commission may, with 

regard to submissions on its public 

website: (i) Redact submissions 

containing Sensitive PII; (ii) remove 

submissions containing Sensitive PII; 

and/or (iii) prevent dissemination of 

submissions containing this 

information.9 Pursuant to the rule, the 

Commission may take further steps to 

ensure that Sensitive PII does not reside 

in EDGAR and communicate as 

necessary with filers to facilitate 

submissions in which Sensitive PII is 

redacted.10 Whether the Commission 

removes, redacts, or prevents 

dissemination of the Sensitive PII in the 

submission will be based on when the 

Commission first becomes aware of the 

Sensitive PII. 

One commenter suggested that the 

Commission interpret the definition of 

Sensitive PII broadly to include 

additional categories of information that 

reflect modern expectations of privacy 

and physical and financial security 

risks.11 The commenter discussed the 

personal and financial harm that would 

result from the disclosure of such 

information. The commenter also noted 

the regulatory trends in favor of 

expanding the categories of information 

that are considered ‘‘sensitive’’ or 

‘‘personal’’ and facilitating safeguards 

for personally identifiable information 

generally.12


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Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 7963 

13See Proposing Release, supra footnote 1, at 

58019. 

14The description of Sensitive PII that the 

Commission is adopting in Rule 15 is generally 

consistent with the Privacy Act and other 

statements of the Commission. See Updated 

Disclosure Requirements and Summary Prospectus 

for Variable Annuity and Variable Life Insurance 

Contracts, Release No. 33–10765 (Mar. 11, 2020) [85 

FR 25964 (May 1, 2020)]; FAST Act Modernization 

and Simplification of Regulation S–K, Release No. 

33–10618 (Mar. 20, 2019) [84 FR 12674 (Apr. 2, 

2019)]; Amendments to Forms and Schedules to 

Remove Provision of Certain Personally Identifiable 

Information, Release 33–10486 (Apr. 25, 2018) [83 

FR 22190 (May 14, 2018)]. 

15See Ropes & Gray Comment Letter (stating that 

the Commission should be required to remove or 

redact Sensitive PII if a filer demonstrates that the 

Sensitive PII, if released or allowed to remain 

publicly available, may result in financial or 

personal harm to an individual). 

16See Section II.A.8. 

17After taking action pursuant to Rule 15(a), the 

Commission will provide notice to the filer and any 

relevant persons as soon as reasonably practicable. 

See 17 CFR 232.15(b) (‘‘Rule 15(b)’’). 

18See Proposing Release, supra footnote 1, at 

58019. 

19See, e.g., Proposing Release, supra footnote 1, 

at 58019 (discussing Commission practices of 

correcting system and Commission staff errors 

without first communicating with the filer). 

20 17 CFR 232.103 (Rule 103 of Regulation S–T) 

addresses concerns that filers may have about 

liability when issues arise that are not the fault of 

the filer. Moreover, Rule 13(b) of Regulation S–T 

makes clear that if a filer in good faith attempts to 

timely file but the filing is delayed due to technical 

difficulties beyond the filer’s control, the filer may 

request an adjustment of the filing date of the 

document. 

21EDGAR provides each entity a unique 

identifying number, and submissions made by an 

entity are associated with that number. If an 

individual who has access to more than one unique 

identifying number (for example, a filing agent) 

were to make a submission for one entity using 

another entity’s number, it erroneously would 

appear to EDGAR users that the submission is a 

filing by the unique identifying number holder. See 

17 CFR 232.10(b). 

The Commission has sought to reduce 

the risk that Sensitive PII included in 

EDGAR submissions may result in 

financial or personal harm to 

individuals, and will continue to do 

so.13 We believe that the description of 

Sensitive PII in Rule 15(a)(1) as 

proposed is broad enough to encompass 

the examples provided by the 

commenter in relevant circumstances 

and to provide the Commission with the 

flexibility to reduce the risk of financial 

or personal harm to individuals.14 We 

believe it is appropriate to retain 

flexibility in the description as the 

categories of what constitutes Sensitive 

PII continue to evolve in light of new 

technology and expectations of privacy. 

The same commenter also suggested 

that the Commission provide that filers 

may initiate a request for redaction or 

removal of information from a 

submission containing Sensitive PII, 

including from any submissions made 

prior to the effectiveness of the rule. The 

commenter stated that the inclusion of 

Sensitive PII in historical EDGAR 

submissions (whether inadvertent or 

intentional) cannot be retroactively 

corrected by making an additional filer 

corrective disclosure. Moreover, the 

commenter suggested that the rule 

require the Commission to redact or 

remove such information if the filer 

demonstrates that the submission 

contains Sensitive PII.15

The Commission currently receives 

requests from filers for redaction or 

removal of information from 

submissions containing Sensitive PII, 

and we anticipate continuing to receive 

and evaluate such requests. We do not 

believe, however, that the Commission 

should be required to redact or remove 

Sensitive PII each time a filer requests 

it. We believe it is appropriate to retain 

the flexibility to consider the accuracy 

of EDGAR information publicly 

disseminated on the Commission’s 

website, the nature of and 

circumstances surrounding the 

Sensitive PII at issue, and the 

Commission’s administrative and 

technical capacity to address the 

request. If a filer demonstrates that a 

submission contains Sensitive PII, the 

Commission will initially work with the 

filer to facilitate submission of a version 

in which the Sensitive PII is redacted. 

The Commission will then exercise its 

discretion to determine whether the 

redacted submission would be adequate 

or whether additional steps need to be 

taken pursuant to 17 CFR 232.15(a)(8) 

(‘‘Rule 15(a)(8)’’) (as described below), 

including potentially removing 

information from the Commission’s 

website.16 In any event, regardless of 

whether there is a request from a filer, 

the Commission may act to remove, 

redact, or prevent dissemination of 

Sensitive PII in a submission pursuant 

to Rule 15(a)(1) without first notifying 

the filer or the individual who could 

experience financial or personal harm if 

such information was released on 

EDGAR. The Commission’s interest in 

avoiding a situation in which such 

information is used to create financial or 

personal harm may outweigh the need 

to give notice prior to Commission 

action, depending on the 

circumstances.17 We are therefore 

adopting this provision of the rule as 

proposed. 

2. Cybersecurity Threats 

We are adopting as proposed 17 CFR 

232.15(a)(2), which specifies that the 

Commission may prevent the 

submission to EDGAR of any 

submission that poses a cybersecurity 

threat, including but not limited to, 

those containing any malware or virus, 

and communicate as necessary with the 

filer regarding the submission. As 

discussed in the Proposing Release, 

Commission action to address 

cybersecurity threats in EDGAR 

submissions will benefit all EDGAR 

users and promote the reliability and 

integrity of EDGAR submissions.18 We 

received no comments on this aspect of 

the proposal. 

3. System and Commission Staff Errors 

We are adopting as proposed 17 CFR 

232.15(a)(3), which specifies that if the 

Commission determines that a 

submission has not been processed by 

EDGAR, has been processed incorrectly 

by EDGAR, or contains an error 

attributable to the Commission staff, the 

Commission may correct and/or prevent 

dissemination of the submission and 

communicate as necessary with the filer 

to facilitate filer corrective disclosure. In 

each of these circumstances, the 

Commission typically first attempts to 

correct the error without unduly 

burdening filers.19 When necessary, the 

Commission may work proactively with 

filers to accomplish filer corrective 

disclosure.20 We received no comments 

on this aspect of the proposal. 

4. Incorrect EDGAR Identifiers 

We are adopting as proposed 17 CFR 

232.15(a)(4), which specifies that the 

Commission may remove and/or 

prevent public dissemination of a 

submission made under an incorrect 

EDGAR unique identifying number 21

and communicate as necessary with the 

filer and others to facilitate a filer 

corrective disclosure. Sometimes, filers 

make submissions that are not 

associated with the correct unique 

identifying number. These errors can 

create confusion for filers, investors, 

and other EDGAR users. The 

Commission may remove the erroneous 

submission when such errors cannot be 

resolved by filer corrective disclosure. 

We received no comments on this 

aspect of the proposal. 

5. EDGAR Access Code Disputes 

We are adopting as proposed 17 CFR 

232.15(a)(5), which specifies that the 

Commission may prevent a filer’s ability 

to make submissions if the Commission 

determines that a dispute exists as to 

which persons have the authority to 

make submissions on behalf of the filer, 

until the dispute is resolved by the 

disputing parties or by a court of 

competent jurisdiction. These disputes 

may arise, for example, when two or 

more parties each claim control of a 

filing entity and each demand access to 


jbell on DSKJLSW7X2PROD with RULES
7964 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 

22When a dispute arises between parties, each of 

whom claims to be the legitimate corporate 

representative—which may occur after a leadership 

change at a filing entity—the Commission staff 

typically prevents future submissions until the 

parties can reach an agreement, or a party is able 

to provide a court order designating the appropriate 

corporate representative. 

23See Proposed Rule 15(a)(6). See also Proposing 

Release, supra footnote 1, at 58020 (discussing 

examples of submissions or attempted submissions 

that may be misleading or manipulative). 

24See Proposed Rule 15(a)(6). 

25See XBRL US Comment Letter I; JT Foxx 

Comment Letter; Auto Connection Comment Letter 

(requesting that the Commission always consider an 

issuer’s vendor or supplier to be a relevant person 

when the Commission provides notice of its actions 

to a filer and any relevant person). 

26 Id. 

27See Proposing Release, supra footnote 1, at 

58020. 

28 Id. 

29See Section II.A.1 and Proposing Release, supra 

footnote 1, at 58019. 

the entity’s EDGAR account. Resolution 

of such disputes often turns on matters 

of state corporation law or other factors 

outside the scope of the Federal 

securities laws. Under existing practice, 

the Commission staff has asked the 

disputing parties to either resolve the 

dispute themselves or have the matter 

adjudicated under the relevant state 

corporation law.22 The final rule affirms 

the Commission’s ability to take action 

to ensure that only authorized persons 

make submissions on behalf of the filer. 

We received no comments on this 

aspect of the proposal. 

6. Potential Manipulation 

We are adopting a modification to 

proposed Rule 15(a)(6). The proposed 

rule specified that if the Commission 

has reason to believe that a submission 

or an attempted submission may be 

misleading or manipulative, the 

Commission may prevent acceptance or 

dissemination of the submission while 

evaluating the circumstances 

surrounding the submission.23 The 

proposed rule also specified that the 

Commission may allow acceptance or 

dissemination if its concerns are 

satisfactorily addressed.24

After further consideration, we are 

slightly modifying proposed Rule 

15(a)(6) to clarify that the Commission 

may continue to prevent acceptance or 

dissemination after it has evaluated the 

circumstances surrounding the 

submission if its concerns have not been 

satisfactorily addressed. If the 

Commission allows acceptance or 

dissemination of the submission, the 

initial or initially attempted filing date 

will be assigned to the submission, 

assuming the submission does not 

implicate other provisions of Rule 15. 

We received no comments on this 

aspect of the proposal. 

7. Unauthorized Submissions 

We are adopting as proposed 17 CFR 

232.15(a)(7), which specifies that the 

Commission may prevent the use of 

EDGAR access codes if it has reason to 

believe that there has been an 

unauthorized submission or an attempt 

to make an unauthorized submission on 

EDGAR. Under existing practice, when 

questions arise as to whether a 

particular submission or attempted 

submission was authorized, the 

Commission seeks to better understand 

the circumstances surrounding the 

submission and evaluate what steps, if 

any, to take in response. Rule 15 

specifies that, in such situations, the 

Commission may prevent any further 

submissions by the filer or otherwise 

remove the filer’s access to EDGAR. If 

its concerns are satisfactorily addressed, 

the Commission will allow the use of 

EDGAR access codes and permit the 

submission to proceed, assuming the 

submission does not implicate other 

provisions of Rule 15. We received no 

comments on this aspect of the 

proposal. 

8. Additional Remedial Steps 

The Commission cannot anticipate 

every administrative submission issue 

that may arise in the future. Thus, we 

are adopting as proposed Rule 15(a)(8), 

which specifies the circumstances in 

which the Commission may take further 

appropriate steps to address a matter 

and communicate as necessary with the 

filer regarding a submission. 

Specifically, under the rule, the 

Commission may take such further steps 

if the Commission has reason to believe 

that, to promote the reliability and 

integrity of EDGAR submissions, it must 

address a submission issue that cannot 

be addressed solely by filer corrective 

disclosure or by the actions set forth in 

paragraphs (a)(1) through (7) of Rule 15. 

We received no comments on this 

aspect of the proposal. 

9. Notice 

Finally, we are adopting as proposed 

Rule 15(b), which provides that the 

Commission may act without advance 

notice to filers or any other person. 

Specifically, Rule 15(b) provides a 

method for the Commission to provide 

notice of its actions under the rule to a 

filer and any person the Commission 

determines is relevant to the matter 

(‘‘relevant person’’) as soon as 

practicable after those actions are taken. 

In response to commenters, we are 

clarifying that the term ‘‘relevant 

person’’ encompasses, in appropriate 

circumstances, a filer’s vendor or 

supplier that made the related 

submission on behalf of the filer.25 In 

addition, relevant persons could 

include, but are not limited to, parties 

other than the filer that are involved in 

code disputes and parties other than the 

filer that are involved in submissions 

made in another entity’s account. Rule 

15(b) provides that the Commission will 

send written notice and a brief factual 

statement of the basis for the action by 

electronic mail to the email address on 

record in the filer’s EDGAR account, 

and the email address of any relevant 

persons. The Commission may also 

send, if necessary, the notice and factual 

statement by registered, certified, or 

express mail to the physical address on 

record in the filer’s EDGAR account and 

the physical address of any relevant 

persons. The notice provides the filer 

and relevant persons an opportunity to 

bring pertinent information to the 

Commission’s attention and will help 

facilitate prompt resolution of 

submission issues. 

Three commenters were generally 

supportive of the proposed rule but 

expressed concern that the Commission 

may redact information from a 

submission without first contacting the 

filer.26 The commenters requested that 

filers be notified prior to any 

Commission action in the proposed 

rule, if possible. The commenters 

recognized, however, that there may be 

situations where advance notification 

would not be feasible and, in such 

situations, they agreed with the 

Commission’s proposal to notify the 

filer and relevant persons as soon as 

possible after the action is taken. 

As discussed in the Proposing 

Release, the Commission typically 

communicates and works with filers to 

address submission issues, and the 

Commission anticipates that it generally 

will continue to work with filers in 

advance of taking action under the 

rule.27 At the same time, the final rule 

allows the Commission the necessary 

flexibility to take action promptly to 

avoid harm to investors and other 

EDGAR users who depend upon the 

accuracy of the information 

disseminated by EDGAR.28 For 

example, as discussed above, the 

Commission has sought to reduce the 

risk that Sensitive PII included in 

EDGAR submissions may result in 

financial or personal harm to 

individuals.29 Immediate Commission 

action may also be necessary to avoid 

potential threats to EDGAR, to prevent 

the dissemination of unauthorized or 

potentially false or misleading 

submissions, or to prevent the improper 


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Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 7965 

30See Proposing Release, supra footnote 1, at 

58020. 

31 Id. 

32The functions in new Rule 30–19 are performed 

by the Director of the EDGAR Business Office or 

under the Director’s direction by such other person 

or persons as may be designated from time to time 

by the Chairman of the Commission. Functions 

related to filing date adjustments pursuant to Rule 

13(b) and continuing hardship exemptions pursuant 

to Rule 202 would be performed after consultation 

with the division or office with primary regulatory 

oversight for the relevant filing. See new Rule 30– 

19. 

33Section 2(b) of the Securities Act of 1933 

(‘‘Securities Act’’), Section 3(f) of the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’), and 

Section 2(c) of the Investment Company Act of 1940 

(‘‘Investment Company Act’’) require us, when 

engaging in rulemaking that requires us to consider 

or determine whether an action is necessary or 

appropriate in (or, with respect to the Investment 

Company Act, consistent with) the public interest, 

to consider, in addition to the protection of 

investors, whether the action will promote 

efficiency, competition, and capital formation. In 

addition, Section 23(a)(2) of the Exchange Act 

requires the Commission to consider the effects on 

competition of any rules the Commission adopts 

under the Exchange Act and prohibits the 

Commission from adopting any rule that would 

impose a burden on competition not necessary or 

appropriate in furtherance of the purposes of the 

Exchange Act. 

34 In addition to filers, the Commission may work 

with EDGAR filing agents, counsel, and other 

Continued 

use of filers’ EDGAR accounts.30 In 

addition, we are mindful that 

administrative actions under the 

proposed rule should not unduly hinder 

or delay the EDGAR submission 

process.31 We believe that Rule 15, 

including its notice provision, balances 

the need to reduce the risk of financial 

or personal harm to individuals from 

the disclosure of Sensitive PII, address 

potential threats, and other 

circumstances as described above with 

the need to timely disseminate EDGAR 

submissions. We are therefore adopting 

this provision of the rule as proposed. 

B. Amendment to the Delegations of the 

Authority of the Commission 

The Commission is adopting new 

Rule 30–19 of the Rules of Organization 

and Program Management to delegate 

authority to the Director of the EDGAR 

Business Office to take action under 

Rule 15 and two other rules in 

Regulation S–T: (i) Rule 13(b), to adjust 

the filing date of an electronic filing; 

and (ii) Rule 202, to set the terms of, and 

grant or deny as appropriate, continuing 

hardship exemptions from the 

electronic submission requirements.32

This delegated authority is designed to 

conserve Commission resources by 

permitting Commission staff to carry out 

the Commission’s efficient 

administration of EDGAR. The 

Commission staff may nevertheless 

submit matters to the Commission for 

consideration, as it deems appropriate. 

III. Economic Analysis 

We have carefully considered the 

economic effects of final Rule 15 under 

Regulation S–T.33 The final rule 

increases transparency for filers, 

investors, and other users of EDGAR by 

specifying the actions the Commission 

may take to resolve certain 

administrative issues. Increased 

transparency about Commission actions 

will create benefits for both filers and 

users, because filers and users will 

know the types of actions they can 

expect the Commission to take to 

promote the reliability and integrity of 

EDGAR submissions. However, we 

anticipate these benefits will be limited 

as Rule 15 largely codifies actions that 

the Commission currently takes to 

promote the reliability and integrity of 

EDGAR submissions. For the same 

reason, we do not expect filers to incur 

additional costs. Further, we anticipate 

that the final rule will marginally 

improve efficiency, but will not have a 

significant effect on competition or 

capital formation. Because we generally 

cannot predict the need for or extent of 

corrective actions the final rule will 

address, we cannot quantify the 

anticipated economic effects of future 

corrective actions. Furthermore, the 

Commission received no comments 

responding to the Proposing Release’s 

request for comments on the economic 

analysis and any relevant empirical 

data, estimation methodologies, or 

factual support. Therefore, the analysis 

that follows provides primarily a 

qualitative assessment of the likely 

economic effects. 

A. Economic Baseline 

The Commission’s current processes 

and procedures for resolving the 

enumerated administrative issues listed 

in the final rule and discussed above 

serve as the baseline against which we 

assess the final rule. This section 

discusses, as it relates to this 

rulemaking, filers’ current usage of 

EDGAR and the Commission’s processes 

for administering EDGAR. 

Because of the variety of 

administrative issues that may arise in 

connection with EDGAR submissions, 

the Commission has developed 

procedures for identifying and 

addressing the issues described above, 

although the Commission has not 

published those procedures. Where 

possible, the Commission currently 

communicates with relevant filers to 

facilitate filer corrective disclosure to 

address problematic submissions. While 

filer corrective disclosure addresses the 

majority of known EDGAR submission 

issues, there are circumstances in which 

working with a filer does not address 

problematic submissions, such as when 

the filer is uncooperative or the 

Commission cannot validate a filer’s 

authorization to make submissions. 

Additionally, in limited cases, the 

Commission has responded promptly to 

submission issues without first 

consulting relevant filers in order to 

avoid harm to investors and other 

EDGAR users who depend upon the 

accuracy of the information 

disseminated by EDGAR. For these 

submissions, the Commission acts 

expediently to minimize the time the 

public and the Commission are exposed 

to such harm. While the Commission 

typically notifies these filers of its 

actions afterwards, some filers may not 

know specifically why the Commission 

took action or the nature of the issue 

with the submission. 

B. Costs and Benefits 

The final rule specifies the actions the 

Commission may take with respect to 

specific administrative issues that 

impact the Commission’s ability to 

promote the reliability and integrity of 

EDGAR submissions. We believe the 

final rule will provide increased 

transparency about the Commission’s 

administrative processes, which in turn 

may benefit filers and improve the 

Commission’s efficiency in 

administering EDGAR. We believe, 

however, that Rule 15 would have 

limited economic effects because the 

rule largely codifies actions that the 

Commission may already take. 

More transparency into how the 

Commission administers EDGAR may 

benefit filers in two ways. First, by 

specifying the types of issues for which 

the Commission may take action, the 

final rule could encourage filers to take 

additional actions to prevent these 

issues if they believe the benefits exceed 

the costs of preventative actions. 

Second, when the Commission must act 

to address a problematic submission 

prior to notifying a filer or when an 

issue cannot be addressed solely by a 

filer corrective disclosure, the final 

rule’s formal notification requirement 

ensures that filers will receive timely 

notification of Commission action. To 

the extent that this requirement results 

in the Commission notifying filers of 

issues that they can correct, such as 

incorrect EDGAR identifiers, EDGAR 

access code disputes, or potentially 

misleading filings, filers may be able to 

benefit from rectifying issues sooner 

than they would have prior to the rule.34


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7966 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 

entities to correct administrative issues. As with 

filers, these entities may incur lower costs if they 

are notified and can rectify issues with EDGAR 

submissions sooner. 

35See generally Michael S. Drake, Darren T. 

Roulstone, and Jacob R. Thornock, The 

Determinants and Consequences of Information 

Acquisition via EDGAR, 32 Contemporary 

Accounting Research 3 (2016) (Most EDGAR users 

access the database a few times per quarter around 

corporate events such as restatements, earnings 

announcements, and acquisition announcements. 

This activity is related to, but distinct from, 

financial press articles. A small subset of users 

access EDGAR daily for multiple filings.); Jonathan 

L. Rogers, Douglas J. Skinner, and Sarah L. C. 

Zechman, Run EDGAR Run: SEC Dissemination in 

a High-Frequency World, Chicago Booth Research 

Paper No. 14–36 (Feb. 17, 2017) (finding that for a 

sample of Form 4 filings, there was an economically 

significant advantage to accessing data because of 

then-existing lags between the Commission’s 

EDGAR website and the public dissemination feed); 

Brian Gibbons, Peter Iliev, and Jonathan Kalodimos, 

Analyst Information Acquisition via EDGAR, 

Working Paper (Nov. 15, 2019) (finding that 

information acquisition from EDGAR is associated 

with smaller analyst forecast errors); Peter Iliev, 

Jonathan Kalodimos, and Michelle Lowry, 

Investors’ Attention to Corporate Governance, 9th 

Miami Behavioral Finance Conference 2018 (Jul. 16, 

2020) (using EDGAR log files, finding that investors 

conduct significant research into corporate 

governance, particularly for large firms, firms with 

low managerial entrenchment, and those with 

meetings outside of the proxy season); Huaizhi 

Chen, Lauren Cohen, Umit Gurun, Dong Lou, and 

Christopher J. Malloy, IQ from IP: Simplifying 

Search in Portfolio Choice, NBER Working Paper 

No. 24801 (Apr. 20, 2019) (using EDGAR log data, 

shows institutional investors tracked management 

teams and insider-trading filings of firms); and 

Zhongling Qin, Measuring Attention: The Case of 

Amendments to 10K Annual Reports, Working 

Paper (Nov. 15, 2019) (showing consistently higher 

trading volume once there are enough attentive 

readers of 10–K/A filings, as defined by whether the 

readers read the original 10–K filings, though 

consistent with gradual diffusion of information). 

But see Stefano DellaVigna and Joshua M. Pollet, 

Investor Inattention and Friday Earnings 

Announcements, 64 J. of Fin. 2 (Mar. 13, 2009) 

(finding less immediate response for Friday 

announcements than for announcements on other 

days, consistent with investor inattention); and Tim 

Loughran and Bill McDonald, The Use of EDGAR 

Filings by Investors, J. of Behavioral Fin. 

Forthcoming (Dec. 4, 2016) (showing that the 

average publicly traded firm has its annual report 

accessed only 28.4 times on the day of and day after 

the filing, though other filings such as initial public 

offering filings are more quickly consumed). 

36Under current practice, the Commission 

immediately prevents submissions to EDGAR of any 

submission that poses cybersecurity risks once the 

Commission identifies them. Furthermore, the 

Commission has already promulgated a rule 

addressing the removal of submissions or parts of 

submissions that contain executable code. 17 CFR 

232.106. 

37See The Council of Econ. Advisers, The Cost 

of Malicious Cyber Activity to the U.S. Economy 

(Feb. 2018). Available at: https://

www.whitehouse.gov/wp-content/uploads/2018/03/ 

The-Cost-of-Malicious-Cyber-Activity-to-the-U.S.- 

Economy.pdf (estimating that in 2016, malicious 

cyber activity cost the U.S. economy between $57 

and $106 billion through denial of service attacks, 

disruption of business activity, or destruction or 

theft of proprietary and strategic information). 

38 In 2018, the Commission amended forms and 

schedules to eliminate requirements to provide 

certain personally identifiable information. See PII 

Form Amendments Release, supra footnote 11. 

Also, in the EDGAR Filer Manual, the Commission 

advises against including social security numbers in 

filings submitted to the Commission. See https://

www.sec.gov/info/edgar/edgarfm-vol2-v47.pdf. 

Some forms may require Sensitive PII in certain 

circumstances. For example, Form 20–F requires 

dates of birth of a company’s directors and senior 

management if required to be reported in the home 

country or otherwise publicly disclosed by the 

company. Additionally, Forms MA and Funding 

Portal require IRS Tax numbers if CRD numbers are 

unavailable. IRS Tax numbers also are required on 

Form SBSE if CRD numbers, IARD numbers, and 

foreign business numbers are unavailable. 

39 5 U.S.C. 601 et seq. 

40 5 U.S.C. 801 et seq. 

41 44 U.S.C. 3501 et seq. 

42 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a). 

43 15 U.S.C. 78c, 78d–1, 78d–2, 78l, 78m, 78n, 

78o, 78o–4, 78w, and 78ll. 

44 15 U.S.C. 77sss. 

45 15 U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37. 

Because the final rule informs filers of 

possible actions the Commission may 

take and the Commission’s process to 

promote the reliability and integrity of 

EDGAR submissions, the final rule will 

improve the efficiency of administering 

EDGAR. This benefit is likely to be 

limited because the Commission will 

continue to resolve most issues by 

contacting filers to facilitate filer 

corrective disclosure. Since filers may 

submit fewer filings with errors and the 

Commission and filers will be able to 

more quickly correct errors, the final 

rule could lead to more timely and 

accurate information in EDGAR, 

benefiting investors, research analysts, 

data aggregators, and other financial 

professionals.35 Moreover, since the 

Commission, as the administrator of 

EDGAR, already takes corrective actions 

to promote the reliability and integrity 

of EDGAR submissions, we do not 

expect filers to incur additional costs in 

connection with these improvements. 

The Commission generally cannot 

predict the need for or the extent of 

corrective actions, so we cannot 

quantify the informational efficiency 

benefits from future corrective actions. 

To the extent that the final rule 

reduces the number of cybersecurity 

threats or reduces the administrative 

frictions in preventing cybersecurity 

threats, there may be benefits to the 

users of EDGAR.36 In particular, users, 

including investors, analysts, asset 

managers, and data collection 

companies, may incur fewer costs 

associated with cleaning or repairing 

systems and recovering data.37

Furthermore, individuals, investors, 

companies, and asset managers, among 

others, may benefit from the prevention 

of cybersecurity attacks that disrupt the 

dissemination of filings through EDGAR 

or obtain confidential or protected 

financial information on the 

Commission’s or users’ systems. 

Lastly, because EDGAR submissions 

generally do not require Sensitive PII,38

and current Commission practices seek 

to identify and redact Sensitive PII, we 

do not anticipate that the final rule 

specifying that the Commission may 

redact, remove and/or not disseminate 

EDGAR submissions containing 

Sensitive PII will have a substantial 

economic effect. 

IV. Administrative Law Matters 

The Commission finds, in accordance 

with section 553(b)(3)(A) of the 

Administrative Procedure Act (‘‘APA’’), 

that these amendments relate solely to 

agency organization, procedure, or 

practice and do not constitute a 

substantive rule. They are therefore not 

subject to the provisions of the APA 

requiring notice of rulemaking, 

opportunity for public comment, and 

advance publication of the amendments 

prior to their effective date. These 

changes are effective on February 3, 

2021. Additionally, the Regulatory 

Flexibility Act of 1980 39 therefore does 

not apply. Nevertheless, we previously 

determined that it would be useful to 

publish the proposed amendments for 

notice and comment before adoption. 

The Commission has considered all 

comments received. Because these 

amendments relate to ‘‘agency 

organization, procedure or practice that 

does not substantially affect the rights or 

obligations of non-agency parties,’’ they 

are not subject to Small Business 

Regulatory Enforcement Fairness Act of 

1996.40 These rules do not contain any 

collection of information requirements 

as defined by the Paperwork Reduction 

Act of 1995.41

V. Statutory Basis and Text of Rule 

Amendments 

The amendments to Regulation S–T— 

General Rules and Regulations for 

Electronic Filings are adopted pursuant 

to statutory authority in Sections 6, 7, 8, 

10, and 19(a) of the Securities Act,42

Sections 3, 12, 13, 14, 15, 15B, 23, and 

35A of the Exchange Act,43 Section 319 

of the Trust Indenture Act of 1939,44

and Sections 8, 30, 31, and 38 of the 

Investment Company Act.45 The 

amendments to the Commission’s Rules 

of Organization and Program 

Management are adopted pursuant to 

statutory authority granted to the 

Commission, including Section 19 of 

the Securities Act of 1933, 15 U.S.C. 

77s; Sections 4A, 4B, and 23 of the 

Exchange Act, 15 U.S.C. 78d–1, 78d–2, 

and 78w; Section 38 of the Investment 

Company Act of 1940, 15 U.S.C. 80a–37; 

Section 211 of the Investment Advisers 

Act of 1940, 15 U.S.C. 80b–11; and 


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Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 7967 

Section 3 of the Sarbanes–Oxley Act of 

2002, 15 U.S.C. 7202. 

List of Subjects 

17 CFR Part 200 

Administrative practice and 

procedure, Authority delegations 

(Government agencies), Organization 

and functions (Government agencies). 

17 CFR Part 232 

Incorporation by reference, Reporting 

and recordkeeping requirements, 

Securities. 

For the reasons discussed above, we 

are amending 17 CFR chapter II as 

follows: 

PART 200—ORGANIZATION; 

CONDUCT AND ETHICS; AND 

INFORMATION AND REQUESTS 

Subpart A–Organization and Program 

Management 

■ 1. The general authority citation for 

part 200, subpart A, continues to read as 

follows: 

Authority: 15 U.S.C. 77c, 77o, 77s, 77z– 

3, 77sss, 78d, 78d–1, 78d–2, 78o–4, 78w, 

78ll(d), 78mm, 80a–37, 80b–11, 7202, and 

7211 et seq., unless otherwise noted. 

* * * * * 

■ 2. Add § 200.30–19 to read as follows: 

§ 200.30–19 Delegation of authority to 

Director of the EDGAR Business Office. 

Pursuant to the provisions of Public 

Law 100–181, 101 Stat. 1254, 1255 (15 

U.S.C. 78d–1, 78d–2), the Securities and 

Exchange Commission hereby delegates, 

until the Commission orders otherwise, 

the following functions to the Director 

of the EDGAR Business Office, to be 

performed by the Director or under the 

Director’s direction by such other 

person or persons as may be designated 

from time to time by the Chairman of 

the Commission: 

(a) With respect to the Securities Act 

of 1933 (15 U.S.C. 77a et seq.), the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.), the Trust Indenture 

Act of 1939 (15 U.S.C. 77aaa et seq.), the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.) and part 232 of this 

chapter (Regulation S–T), to grant or 

deny a request submitted pursuant to 

§ 232.13(b) of this chapter to adjust the 

filing date of an electronic filing, after 

consultation with the division or office 

with primary regulatory oversight for 

the relevant filing. 

(b) With respect to the Securities Act 

of 1933 (15 U.S.C. 77a et seq.), the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.), the Trust Indenture 

Act of 1939 (15 U.S.C. 77aaa et seq.), the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.), and part 232 of 

this chapter (Regulation S–T) to set the 

terms of, and grant or deny as 

appropriate, continuing hardship 

exemptions pursuant to § 232.202 of this 

chapter from the electronic submission 

requirements of Regulation S–T, after 

consultation with the division or office 

with primary regulatory oversight for 

the relevant filing. 

(c) With respect to the Securities Act 

of 1933 (15 U.S.C. 77a et seq.), the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.), the Trust Indenture 

Act of 1939 (15 U.S.C. 77aaa et seq.), the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.), and part 232 of 

this chapter (Regulation S–T) to take 

actions pursuant to § 232.15 of this 

chapter to promote the reliability and 

integrity of submissions made through 

the Electronic Data Gathering, Analysis, 

and Retrieval system (EDGAR). 

PART 232—REGULATION S–T— 

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

■ 3. 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, 7201 et seq.; and 18 

U.S.C. 1350, unless otherwise noted. 

* * * * * 

■ 4. Add § 232.15 to read as follows: 

§ 232.15 Administration of EDGAR. 

(a) In its administration of EDGAR, 

the Commission may take the following 

actions to promote the reliability and 

integrity of submissions made through 

EDGAR. 

(1) If the Commission determines that 

a submission contains personally 

identifiable information that if released 

may result in financial or personal harm 

to an individual, which may comprise a 

single item of information or a 

combination of two or more items, the 

Commission may redact such 

information from the submission, 

prevent dissemination of the 

submission, and/or remove the 

submission from the Commission’s 

public website, and may communicate 

as necessary with the filer to facilitate 

submission of a version in which such 

information is redacted; 

(2) The Commission may prevent the 

submission to EDGAR of any 

submission that poses a cybersecurity 

threat, including but not limited to, 

submissions containing any malware or 

virus, and may communicate as 

necessary with the filer regarding the 

submission; 

(3) If the Commission determines that 

a submission has not been processed by 

EDGAR, or has been processed 

incorrectly by EDGAR, or contains an 

error attributable to the Commission 

staff, the Commission may correct and/ 

or prevent public dissemination of the 

submission and may communicate with 

the filer as necessary to facilitate the 

filer’s submission of an amendment to, 

or a notice of withdrawal of, the filer’s 

submission (a ‘‘filer corrective 

disclosure’’); 

(4) If the Commission determines that 

a submission is made under an incorrect 

EDGAR unique identifying number, the 

Commission may remove and/or 

prevent public dissemination of the 

submission and may communicate with 

the filer as necessary to facilitate a filer 

corrective disclosure; 

(5) If the Commission determines that 

a dispute exists regarding the authority 

to make submissions on behalf of a filer, 

the Commission may prevent a filer’s 

ability to make submissions until the 

dispute is resolved by the disputing 

parties or by a court of competent 

jurisdiction; 

(6) If the Commission has reason to 

believe that an attempted submission 

may be misleading or manipulative, the 

Commission may prevent acceptance or 

dissemination of the submission unless, 

after evaluating the circumstances 

surrounding the submission, the 

Commission’s concerns are satisfactorily 

addressed; 

(7) If the Commission has reason to 

believe that a filer has made an 

unauthorized submission or attempted 

to make an unauthorized submission, 

the Commission may prevent any 

further submissions by the filer or 

otherwise remove the filer’s access to 

EDGAR; and 

(8) If the Commission otherwise has 

reason to believe that, to promote the 

reliability and integrity of submissions 

made through EDGAR, it must address 

a submission issue that cannot be 

addressed solely by filer corrective 

disclosure or by the actions set forth in 

paragraphs (a)(1) through (7) of this 

section, the Commission may take such 

further steps as are appropriate to 

address the matter and communicate as 

necessary with the filer regarding the 

submission. 

(b) The Commission may act under 

paragraph (a) of this section without 

providing advance notice to the filer or 

any other person. As soon as reasonably 

practicable after taking action under 

paragraph (a) of this section, the 

Commission will provide written notice 

and a brief factual statement of the basis 

for the action to the filer and any other 

person the Commission determines is 


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7968 Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations 

1We originally adopted the Filer Manual on April 

1, 1993, with an effective date of April 26, 1993. 

Release No. 33–6986 (Apr. 1, 1993) [58 FR 18638]. 

The most recent update to the Filer Manual was 

Volume II: ‘‘EDGAR Filing,’’ Version 55 (November 

2020). See Electronic Signatures in Regulation S–T 

Rule 302, Release No. 33–10889 (Nov. 17, 2020) [85 

FR 78224] (‘‘Electronic Signatures Release’’). 

2See 17 CFR 232.10(b) (‘‘Rule 10(b)’’). 

relevant to the matter (‘‘relevant 

persons’’). The Commission will send 

the notice and factual statement by 

electronic mail to the email address on 

record in the filer’s EDGAR account, 

and to the email address of any relevant 

persons. The Commission may also 

send, if necessary, the notice and factual 

statement by registered, certified, or 

express mail to the physical address on 

record in the filer’s EDGAR account and 

the physical address of any relevant 

persons. 

(c) Nothing in this section prevents a 

filer from addressing an error or mistake 

in the filer’s submission by making a 

filer corrective disclosure. 

By the Commission. 

Dated: December 11, 2020. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2020–28273 Filed 2–2–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 232 

[Release Nos. 33–10902; 34–90637; 39– 

2536, IC–34137] 

Adoption of Updated EDGAR Filer 

Manual, Proposed Collection and 

Comment Request for Form ID 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: The Securities and Exchange 

Commission (the ‘‘Commission’’) is 

adopting revisions to Volumes I and II 

of the Electronic Data Gathering, 

Analysis, and Retrieval system 

(‘‘EDGAR’’) Filer Manual (‘‘EDGAR Filer 

Manual’’ or ‘‘Filer Manual’’) and related 

rules. The revisions substantially reduce 

the length of Volume I, and amend 

Volume I and related rules under 

Regulation S–T, including provisions 

regarding electronic notarizations and 

remote online notarizations, which 

include electronic signatures. The 

revisions to Volume II reflect changes 

made to EDGAR on December 14, 2020. 

The Commission is also providing 

notice and soliciting comments on the 

Form ID collection of information 

pursuant to the Paperwork Reduction 

Act of 1995. 

DATES: Effective date: February 3, 2021. 

The incorporation by reference of the 

EDGAR Filer Manual is approved by the 

Director of the Federal Register as of 

February 3, 2021. 

Comments date: Comments regarding 

the Form ID collection of information 

requirement for purposes of the 

Paperwork Reduction Act of 1995 

should be received on or before March 

1, 2021. 

FOR FURTHER INFORMATION CONTACT: For 

questions regarding updates to the Filer 

Manual and the related rule 

amendments, please contact Rosemary 

Filou, Chief Counsel; Monica Lilly, 

Senior Special Counsel; or Jane 

Patterson, Senior Counsel; in the 

EDGAR Business Office at 202–551– 

3900, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. For questions 

regarding the submission form types 

allowing eligible business development 

companies and other closed-end 

investment companies to file automatic 

shelf registration statements and 

corresponding post-effective 

amendments and the submission form 

types for securities fee registration 

payments by closed-end investment 

companies, please contact Heather 

Fernandez in the Division of Investment 

Management at (202) 551–6708. For 

questions regarding the exhibits 

available for Regulation A form types, 

please contact Christian Windsor, 

Senior Special Counsel, in the Division 

of Corporation Finance at (202) 551– 

3419. For questions regarding the 

internal control over financial reporting 

(‘‘ICFR’’) auditor attestation, please 

contact Christian Windsor, Senior 

Special Counsel, in the Division of 

Corporation Finance at (202) 551–3419, 

or for questions regarding the related 

changes to the EDGAR XBRL validation, 

please contact the Office of Structured 

Disclosure in the Division of Economic 

and Risk Analysis at (202) 551–5494. 

SUPPLEMENTARY INFORMATION: We are 

adopting an updated EDGAR Filer 

Manual, Volume I: ‘‘General 

Information,’’ Version 36 (December 

2020) and Volume II: ‘‘EDGAR Filing,’’ 

Version 56 (December 2020) and 

amendments to 17 CFR 232.10 (‘‘Rule 

10’’), 17 CFR 232.12 (‘‘Rule 12’’), and 17 

CFR 232 301 (‘‘Rule 301’’) under 17 CFR 

232.10 through 232.903 (‘‘Regulation S– 

T’’). The updated Filer Manual volumes 

are incorporated by reference into the 

Code of Federal Regulations. The 

revisions substantially reduce the length 

of Volume I of the Filer Manual while 

retaining the procedural requirements 

for making electronic submissions on 

EDGAR. The Volume I revisions also 

clarify the legal consequences of 

misstatements or omissions of fact in 

EDGAR submissions, and inform filers 

of the Commission’s authority regarding 

submissions on EDGAR. The 

Commission is also amending Volume I 

of the Filer Manual and a related rule 

under Regulation S–T to allow 

applicants for EDGAR access to use 

electronic notarizations and remote 

online notarizations, which include 

electronic signatures, in addition to 

notarizations that include manual 

signatures. Moreover, the Commission is 

amending the same rule to exempt the 

notarized document requirements for 

EDGAR access from certain signature 

requirements in another rule under 

Regulation S–T. In addition, the 

Commission is amending a rule under 

Regulation S–T to reflect the 

Commission’s current hours for 

submission of electronic filings. As a 

separate matter, the Commission is 

adopting amendments to Volume II of 

the Filer Manual to reflect changes 

made to EDGAR on December 14, 2020. 

Finally, the Commission is providing 

notice and soliciting comments on the 

Form ID collection of information 

pursuant to the Paperwork Reduction 

Act of 1995. 

I. Background 

Volume I of the Filer Manual provides 

general information regarding electronic 

submissions to the Commission on 

EDGAR, including information 

concerning requirements for becoming 

an EDGAR filer.1 The Commission is 

substantially reducing the length of 

Volume I of the Filer Manual while 

retaining the procedural requirements 

for making electronic submissions on 

EDGAR. The revisions remove 

unnecessary and outdated content from 

Volume I, and relocate basic 

instructions and technical explanations 

to a newly designed web page on the 

Commission’s website. 

In addition, the Commission is: 

• Enhancing the statement in Volume 

I about the consequences of making 

false statements or omissions of fact in 

EDGAR submissions, and informing 

filers of the authority of the Commission 

to, and some of the circumstances in 

which the Commission may, prevent 

acceptance or dissemination of an 

attempted submission on EDGAR or 

revoke EDGAR access; 

• Amending Rule 10 of Regulation S– 

T2 and Volume I of the Filer Manual to 

accept electronic notarizations and 

remote online notarizations, which 

include electronic signatures, in 

addition to notarizations that include 


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