Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Rules and Regulations 73947 

Issued in Washington, DC, on November 

23, 2010. 

Scott Blake Harris, 

General Counsel. 

[FR Doc. 2010–30065 Filed 11–29–10; 8:45 am] 

BILLING CODE 6450–01–P 

FEDERAL DEPOSIT INSURANCE 

CORPORATION 

12 CFR Part 335 

RIN 3064–AD67 

Securities of Nonmember Insured 

Banks 

AGENCY: Federal Deposit Insurance 

Corporation. 

ACTION: Interim final rule; request for 

comment. 

SUMMARY: The FDIC is revising its 

securities disclosure regulations 

applicable to state nonmember banks 

with securities required to be registered 

under section 12 of the Securities 

Exchange Act of 1934 (Exchange Act). 

The final rule cross references changes 

in regulations adopted by the Securities 

and Exchange Commission (SEC) into 

the provisions of the FDIC’s securities 

regulations. Cross referencing will 

assure that the FDIC’s regulations 

remain substantially similar to the SEC’s 

regulations, as required by law. The 

final rule provides general references to 

SEC regulations by title and part of the 

Code of Federal Regulations (CFR), 

rather than by specific references to 

sections and subparts of the CFR as are 

currently provided in part 335. This 

revision reflects changes to SEC 

regulations with respect to small 

business issuers and will provide 

general guidance to FDIC filers 

regarding the electronic filing of certain 

documents. The amendments to part 

335 references to SEC regulations will 

greatly reduce the need for future 

revisions of part 335, and the FDIC’s 

regulations will be consistent with the 

SEC regulations through the cross 

reference stated in 12 CFR 335.101. 

DATES: These amendments are effective 

on November 30, 2010. Comments must 

be submitted on or before January 31, 

2011. 

ADDRESSES: Interested parties are 

invited to submit written comments to 

the FDIC by any of the following 

methods: 

• Federal eRulemaking Portal: http:// 

www.regulations.gov. Follow the 

instructions for submitting comments. 

• Agency Web Site: http:// 

www.fdic.gov/regulations/laws/federal/ 

propose.html. Follow the instructions 

for submitting comments on the FDIC 

Web site. 

• E-mail: comments@FDIC.gov. 

Include ‘‘Part 335—Securities of 

Nonmember Insured Banks’’ in the 

subject line of the message. 

• Mail: Robert E. Feldman, Executive 

Secretary, Attention: Comments, Federal 

Deposit Insurance Corporation, 550 17th 

Street, NW., Washington, DC 20429. 

• Hand Delivery/Courier: Comments 

may be hand-delivered to the guard 

station located at the rear of the FDIC’s 

550 17th Street building (accessible 

from F Street) on business days between 

7 a.m. and 5 p.m. 

Instructions: All submissions must 

include the agency name and use the 

title ‘‘Part 335—Securities of 

Nonmember Insured Banks.’’ All 

comments received will be posted, 

generally without change, to: http:// 

www.fdic.gov/regulations/laws/federal/ 

propose.html, including any personal 

information provided. Paper copies of 

public comments may be ordered from 

the FDIC’s Public Information Center by 

telephone at (877) 275–3342 or (703) 

562–2200. 

FOR FURTHER INFORMATION CONTACT: 

Dennis Chapman, Senior Staff 

Accountant, Division of Supervision 

and Consumer Protection, (202) 898– 

8922 or dchapman@fdic.gov; Maureen 

Loviglio, Senior Staff Accountant, 

Division of Supervision and Consumer 

Protection, (202) 898–6777 or 

mloviglio@fdic.gov; or Mark G. Flanigan, 

Counsel, Legal Division, (202) 898–7426 

or mflanigan@fdic.gov, Federal Deposit 

Insurance Corporation, 550 17th Street, 

NW., Washington, DC 20429. 

SUPPLEMENTARY INFORMATION: 

I. Background 

Section 12(i) of the Exchange Act, as 

amended (15 U.S.C. 78l(i)), authorizes 

the FDIC to issue regulations applicable 

to the securities of state nonmember 

banks that are substantially similar to 

those of the SEC with respect to its 

powers, functions, and duties to 

administer and enforce sections 10A(m) 

(standards relating to audit committees), 

12 (securities registration), 13 (periodic 

reporting), 14(a) (proxies and proxy 

solicitation), 14(c) (information 

statements), 14(d) (tender offers), 14(f) 

(arrangements for changes in directors), 

and 16 (beneficial ownership and 

reporting) of the Exchange Act, and 

sections 302 (corporate responsibility 

for financial reports), 303 (improper 

influence on conduct of audits), 304 

(forfeiture of certain bonuses and 

profits), 306 (insider trades during 

blackout periods), 401(b) (disclosure of 

pro forma financial information), 404 

(management assessment of internal 

controls), 406 (code of ethics for senior 

financial officers), and 407 (disclosure 

of audit committee financial expert) of 

the Sarbanes-Oxley Act (codified at 15 

U.S.C. 7241, 7242, 7243, 7244, 7261, 

7262, 7264, and 7265). These 

regulations must be substantially similar 

to the regulations of the SEC under the 

listed sections of the Exchange Act and 

the Sarbanes-Oxley Act, unless the FDIC 

publishes its reasons for deviating from 

the SEC’s rules. The proposed 

amendments to this part provide 

references to titles and parts of the CFR, 

and eliminate references to specific CFR 

sections and subparts, as a general cross 

reference is provided in § 335.101. The 

elimination of CFR section and subpart 

references provides efficiency as 

regulatory revisions by the SEC 

impacting CFR sections and subparts 

will no longer require amendments to 

part 335 each time a CFR section and 

subpart is amended. 

II. Section by Section Analysis 

Part 335 will be amended throughout 

to reflect the elimination of certain 

references to sections and subparts of 

the Code of Federal Regulations that the 

FDIC is currently required to administer 

and enforce under section 12(i) of the 

Exchange Act, provide a general cross 

reference to the relevant title and part of 

the Code of Federal Regulations, and 

reflect required and voluntary electronic 

filing of FDIC forms. Accordingly, the 

following sections in part 335 will be 

amended, where appropriate, to remove 

references to specific CFR sections and 

subparts in the SEC’s regulations that 

have been cross referenced in section 

335.101: § 335.111 (Forms and 

schedules), § 335.121 (Listing standards 

related to audit committees), § 335.201 

(Securities exempted from registration), 

§ 335.211 (Registration and reporting), 

section 335.221 (Forms for registration 

of securities and other matters), 

§ 335.231 (Certification, suspension of 

trading, and removal from listing by 

exchanges), § 335.241 (Unlisted trading), 

§ 335.251 (Forms for notification of 

action taken by national securities 

exchanges), § 335.261 (Exemptions; 

terminations; and definitions), § 335.301 

(Reports of issuers of securities 

registered pursuant to § 12), § 335.311 

(Forms for annual, quarterly, current, 

and other reports of issuers), § 335.321 

(Maintenance of records and issuer’s 

representations in connection with 

required reports), § 335.331 (Acquisition 

statements, acquisition of securities by 

issuers, and other matters), § 335.401 

(Solicitation of proxies), § 335.501 

(Tender offers), § 335.601 (Requirements 

of section 16 of the Securities Exchange 


jdjones on DSK8KYBLC1PROD with RULES
73948 Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Rules and Regulations 

1 5 U.S.C. 553(d)(3). 2 12 U.S.C. 4802. 

Act of 1934), § 335.611 (Initial statement 

of beneficial ownership of securities), 

§ 335.612 (Statement of changes in 

beneficial ownership of securities), 

§ 335.613 (Annual statement of 

beneficial ownership of securities), 

§ 335.701 (Filing requirements, public 

reference, and confidentiality), and 

§ 335.801 (Inapplicable SEC regulations; 

FDIC substituted regulations; additional 

information). 

Section 335.111 (Forms and 

Schedules) will be amended to provide 

information regarding access to and the 

use of beneficial ownership Forms 3, 4, 

and 5 from the FDIC Web site. 

Section 335.221 (Forms for 

registration of securities and other 

matters) will be revised to delete 

paragraph (c) in order to reflect 

amendments to SEC regulations that 

eliminate the optional forms for small 

business issuer filing requirements. To 

accommodate this revision, current 

paragraph (d), which cross references 

the requirements of SEC Regulation FD 

(Fair Disclosure) (17 CFR 243.100 

through 243.103), will be renamed 

paragraph (c). 

Section 335.311 (Forms for annual, 

quarterly, current, and other reports of 

issuers) will be amended to delete 

references to ‘‘small business issuers’’ 

and optional forms for filing 

requirements in order to reflect 

amendments to SEC regulations that no 

longer provide optional forms for filing 

by small business issuers. 

Section 335.601 (Requirements of 

section 16 of the Securities Exchange 

Act of 1934), § 335.701 (Filing 

requirements, public reference, and 

confidentiality), and § 335.801 

(Inapplicable SEC regulations; FDIC 

substituted regulations; additional 

information) will be amended, where 

applicable, to reflect the electronic filing 

requirements with respect to Beneficial 

Ownership Report Forms 3, 4, and 5 

required by the Exchange Act, as 

amended by the Sarbanes-Oxley Act of 

2002. The sections also will be amended 

to reflect the availability of voluntary 

electronic filing on the FDIC Web site. 

In addition, § 335.801 will be amended 

to reflect the appropriate forms for the 

hardship exemption from mandatory 

electronic filing. 

Finally, the FDIC will make certain 

nonsubstantive changes to Part 335 to 

improve its clarity and readability and 

to correct outdated terms. 

III. Request for Comments 

The FDIC requests comments on all 

aspects of the rule changes. Commenters 

suggesting that the FDIC modify the 

requirements of the SEC’s rules, 

regulations, and forms for state 

nonmember banks should support their 

request by demonstrating how such 

modification would satisfy the 

requirements of section 12(i) of the 

Exchange Act. 

Comments are also welcome on the 

general organization of Part 335. 

IV. Regulatory Analysis and Procedure 

A. Administrative Procedure Act 

The process of amending Part 335 by 

means of this Interim Rule is governed 

by the Administrative Procedure Act 

(APA). Pursuant to section 553(b)(B) of 

the APA, general notice and opportunity 

for public comment are not required 

with respect to a rulemaking when (1) 

the rule is interpretative or relates to an 

agency’s rules of organization, 

procedure, or practice, and (2) an 

agency for good cause finds that ‘‘notice 

and public procedure thereon are 

impracticable, unnecessary, or contrary 

to the public interest.’’ Similarly, 

sections 553(d)(2), (3) of the APA 

provide that the publication of a rule 

shall be made not less than 30 days 

before its effective date, except if the 

rule is interpretative and ‘‘as otherwise 

provided by the agency for good cause 

found and published with the rule.’’ 

Consistent with sections 553(b)(A), 

(B) of the APA, the FDIC finds that good 

cause exists for a finding that general 

notice and opportunity for public 

comment are unnecessary in that certain 

portions of part 335 that are being 

amended in light of the issuance of 

regulations by the SEC, which SEC 

issuances already have been subjected 

to public notice and request for 

comment. In addition, certain other 

changes to part 335 are organizational in 

nature and are exempt from the APA’s 

general notice and public comment 

requirement. Accordingly, pursuant to 

the APA, the FDIC is foregoing the 

general notice and public comment 

requirement as to this rulemaking. 

Further, immediate issuance of this 

Interim Rule furthers the public interest 

by conforming the FDIC’s rules with the 

SEC’s requirements and organizing the 

rule to reduce redundancies and 

increase readability. For these same 

reasons, the FDIC finds good cause to 

publish this Interim Rule with an 

immediate effective date.1

Although general notice and 

opportunity for public comment are not 

required prior to the effective date, the 

FDIC invites comments on all aspects of 

the Interim Rule, which the FDIC may 

revise if necessary or appropriate in 

light of the comments received. 

B. Riegle Community Development and 

Regulatory Improvement Act 

The Riegle Community Development 

and Regulatory Improvement Act 

provides that any new regulations or 

amendments to regulations prescribed 

by a Federal banking agency that impose 

additional reporting, disclosures, or 

other new requirements on insured 

depository institutions shall take effect 

on the first day of a calendar quarter 

which begins on or after the date on 

which the regulations are published in 

final form, unless the agency 

determines, for good cause published 

with the rule, that the rule should 

become effective before such time.2 For 

the same reasons discussed above, the 

FDIC finds that good cause exists for an 

immediate effective date for the Interim 

Rule. 

C. Paperwork Reduction Act 

This rule contains no new collections 

of information as defined by the 

Paperwork Reduction Act. 

D. Regulatory Flexibility Act 

A regulatory flexibility analysis is 

required only when the agency must 

publish a notice of proposed rulemaking 

(5 U.S.C. 603, 604). Because the 

revisions to part 335 are published in 

interim final form without a notice of 

proposed rulemaking, no regulatory 

flexibility analysis is required. 

E. Small Business Regulatory 

Enforcement Fairness Act 

The Office of Management and Budget 

(OMB) has determinedthat the Interim 

Rule is not a ‘‘major rule’’ within the 

meaning of the relevant sections of the 

Small Business Regulatory Enforcement 

Act of 1996 (SBREFA), 5 U.S.C. 801 

et seq. As required by SBREFA, the FDIC 

will file the appropriate reports with 

Congress and the Government 

Accountability Office as soon as it 

receives a determination from OMB. 

Nevertheless, as discussed above, 

consistent with section 553(b)(B) of the 

APA, the FDIC has determined for good 

cause that general notice and 

opportunity for public comment is 

unnecessary. Therefore, in accordance 

with 5 U.S.C. 808(2), this Interim Rule 

will take effect upon publication in the 

Federal Register. 

List of Subjects in 12 CFR Part 335 

Accounting, Banks, Banking, 

Confidential business information, 

Reporting and recordkeeping 

requirements, Securities. 


jdjones on DSK8KYBLC1PROD with RULES
Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Rules and Regulations 73949 

■ For the reasons set forth in the 

preamble, the Board of Directors of the 

Federal Deposit Insurance Corporation 

hereby amends part 335 of title 12 of the 

Code of Federal Regulations as follows: 

PART 335—SECURITIES OF 

NONMEMBER INSURED BANKS 

■ 1. The authority citation for part 335 

continues to read as follows: 

Authority: 12 U.S.C. 1819; 15 U.S.C. 78l(i), 

78m, 78n, 78p, 78w, 7241, 7242, 7243, 7244, 

7261, 7262, 7264, and 7265. 

■ 2. Section 335.111 is revised to read 

as follows: 

§ 335.111 Forms and schedules. 

The Exchange Act regulations of the 

SEC, which are cross referenced under 

this part, require the filing of forms and 

schedules as applicable. Reference is 

made to SEC Exchange Act regulation 

17 CFR part 249 regarding the 

availability of all applicable SEC 

Exchange Act forms. Required 

schedules are codified and are found 

within the context of the SEC’s 

regulations. All forms and schedules 

shall be titled with the name of the FDIC 

in substitution for the name of the SEC. 

The filing of forms and schedules shall 

be made with the FDIC at the address in 

§ 335.701 or may be filed electronically 

at FDICconnect at https:// 

www2.fdicconnect.gov/index.asp. 

However, electronic filing of Beneficial 

Ownership Forms 3, 4 and 5 is required. 

Copies of Forms 3 (§ 335.611), 4 

(§ 335.612) and 5 (§ 335.613) and the 

instructions thereto may be printed and 

downloaded from https://www.fdic.gov/ 

regulations/laws/forms. 

■ 3. Section 335.121 is revised to read 

as follows: 

§ 335.121 Listing standards related to 

audit committees. 

The provisions of the applicable SEC 

regulation under section 10(A)(m) of the 

Exchange Act shall be followed as 

codified at 17 CFR part 240. 

■ 4. Section 335.201 is revised to read 

as follows: 

§ 335.201 Securities exempted from 

registration. 

Persons subject to registration 

requirements under Exchange Act 

section 12 and subject to this part shall 

follow the applicable and currently 

effective SEC regulations relative to 

exemptions from registration issued 

under sections 3 and 12 of the Exchange 

Act as codified at 17 CFR part 240. 

■ 5. Section 335.211 is revised to read 

as follows: 

§ 335.211 Registration and reporting. 

Persons with securities subject to 

registration under Exchange Act 

sections 12(b) and 12(g), required to 

report under Exchange Act section 13, 

and subject to this part shall follow the 

applicable and currently effective SEC 

regulations issued under section 12(b) of 

the Exchange Act as codified at 17 CFR 

part 240. 

■ 6. Section 335.221 is revised to read 

as follows: 

§ 335.221 Forms for registration of 

securities and cross reference to 

Regulation FD (Fair Disclosure). 

(a) The applicable forms for 

registration of securities and similar 

matters are codified in 17 CFR part 249. 

All forms shall be filed with the FDIC 

as appropriate and shall be titled with 

the name of the FDIC instead of the SEC. 

(b) The requirements for Financial 

Statements can generally be found in 

Regulation S–X (17 CFR part 210). 

Banks may also refer to the instructions 

for Federal Financial Institutions 

Examination Council (FFIEC) 

Consolidated Reports of Condition and 

Income when preparing unaudited 

interim statements. The requirements 

for Management’s Discussion and 

Analysis of Financial Condition and 

Results of Operations can be found at 17 

CFR part 229. Additional requirements 

are provided at Industry Guide 3, 

Statistical Disclosure by Bank Holding 

Companies, which is found at 17 CFR 

part 229. 

(c) The provisions of the applicable 

and currently effective SEC regulation 

FD shall be followed as codified at 17 

CFR part 243. 

■ 7. Section 335.231 is revised to read 

as follows: 

§ 335.231 Certification, suspension of 

trading, and removal from listing by 

exchanges. 

The provisions of the applicable and 

currently effective SEC regulations 

under section 12(d) of the Exchange Act 

shall be followed as codified at 17 part 

CFR 240. 

■ 8. Section 335.241 is revised to read 

as follows: 

§ 335.241 Unlisted trading. 

The provisions of the applicable and 

currently effective SEC regulations 

under section 12(f) of the Exchange Act 

shall be followed as codified at 17 CFR 

part 240. 

■ 9. Section 335.251 is revised to read 

as follows: 

§ 335.251 Forms for notification of action 

taken by national securities exchanges. 

The applicable forms for notification 

of action taken by national securities 

exchanges are codified in 17 CFR part 

249. All forms shall be filed with the 

FDIC as appropriate and shall be titled 

with the name of the FDIC instead of the 

SEC. 

■ 10. Section 335.261 is revised to read 

as follows: 

§ 335.261 Exemptions, terminations, and 

definitions. 

The provisions of the applicable and 

currently effective SEC regulations 

under sections 12(g) and 12(h) of the 

Exchange Act shall be followed as 

codified in 17 CFR part 240. 

■ 11. Section 335.301 is revised to read 

as follows: 

§ 335.301 Reports of issuers of securities 

registered pursuant to section 12. 

The provisions of the applicable and 

currently effective SEC regulations 

under section 13(a) of the Exchange Act 

shall be followed as codified at 17 CFR 

part 240. 

■ 12. Section 335.311 is revised to read 

as follows: 

§ 335.311 Forms for annual, quarterly, 

current, and other reports of issuers. 

(a) The applicable forms for annual, 

quarterly, current, and other reports are 

codified in 17 CFR part 249. All forms 

shall be filed with the FDIC as 

appropriate and shall be titled with the 

name of the FDIC instead of the SEC. 

(b) The requirements for Financial 

Statements can generally be found in 

Regulation S–X (17 CFR part 210). 

Banks may also refer to the instructions 

for FFIEC Consolidated Reports of 

Condition and Income when preparing 

unaudited interim reports. The 

requirements for Management’s 

Discussion and Analysis of Financial 

Condition and Results of Operations can 

be found at 17 CFR part 229. Additional 

requirements are included in Industry 

Guide 3, Statistical Disclosure by Bank 

Holding Companies, which is found at 

17 CFR part 229. 

■ 13. Section 335.321 is revised to read 

as follows: 

§ 335.321 Maintenance of records and 

issuer’s representations in connection with 

required reports. 

The provisions of the applicable and 

currently effective SEC regulations 

under 13(b) of the Exchange Act shall be 

followed as codified at 17 CFR part 240. 

■ 14. Section 335.331 is revised to read 

as follows: 


jdjones on DSK8KYBLC1PROD with RULES
73950 Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Rules and Regulations 

§ 335.331 Acquisition statements, 

acquisition of securities by issuers, and 

other matters. 

The provisions of the applicable and 

currently effective SEC regulations 

under sections 13(d) and 13(e) of the 

Exchange Act shall be followed as 

codifed at 17 CFR part 240. 

■ 15. Section 335.401 is revised to read 

as follows: 

§ 335.401 Solicitations of proxies. 

The provisions of the applicable and 

currently effective SEC regulations 

under sections 14(a) and 14(c) of the 

Exchange Act shall be followed as 

codified at 17 CFR part 240. 

■ 16. Section 335.501 is revised to read 

as follows: 

§ 335.501 Tender offers. 

The provisions of the applicable and 

currently effective SEC regulations 

under sections 14(d), 14(e), and 14(f) of 

the Exchange Act shall be followed as 

codified at 17 CFR part 240. 

■ 17. Section 335.601 is revised to read 

as follows: 

§ 335.601 Requirements of section 16 of 

the Securities Exchange Act of 1934. 

Persons subject to section 16 of the 

Exchange Act with respect to securities 

registered under this part shall follow 

the applicable and currently effective 

SEC regulations issued under section 16 

of the Exchange Act (17 CFR part 240), 

except that the forms described in 

§ 335.611 (FDIC Form 3), § 335.612 

(FDIC Form 4), and § 335.613 (FDIC 

Form 5) shall be used in lieu of SEC 

Form 3, Form 4, and Form 5, 

respectively. FDIC Forms 3, 4, and 5 

shall be filed electronically on 

FDICconnect at https:// 

www2.fdicconnect.gov/index.asp. 

Copies of FDIC Forms 3, 4, and 5 and 

the instructions thereto can be printed 

and downloaded at https:// 

www.fdic.gov/regulations/laws/forms. 

■ 18. Section 335.611 is revised to read 

as follows: 

§ 335.611 Initial statement of beneficial 

ownership of securities (Form 3). 

This form shall be filed in lieu of SEC 

Form 3 pursuant to SEC rules for initial 

statements of beneficial ownership of 

securities. The FDIC is authorized to 

solicit the information required by this 

form pursuant to sections 16(a) and 

23(a) of the Exchange Act (15 U.S.C. 78p 

and 78w) and the rules and regulations 

thereunder. SEC regulations referenced 

in this form are codified at 17 CFR part 

240. 

■ 19. Section 335.612 is revised to read 

as follows: 

§ 336.612 Statement of changes in 

beneficial ownership of securities (Form 4). 

This form shall be filed in lieu of SEC 

Form 4 pursuant to SEC Rules for 

statements of changes in beneficial 

ownership of securities. The FDIC is 

authorized to solicit the information 

required by this form pursuant to 

sections 16(a) and 23(a) of the Exchange 

Act (15 U.S.C. 78p and 78w) and the 

rules and regulations thereunder. SEC 

regulations referenced in this form are 

codified at 17 CFR part 240. 

■ 20. Section 335.613 is revised to read 

as follows: 

§ 336.613 Annual statement of beneficial 

ownership of securities (Form 5). 

This form shall be filed in lieu of SEC 

Form 5 pursuant to SEC Rules for 

annual statements of beneficial 

ownership of securities. The FDIC is 

authorized to solicit the information 

required by this form pursuant to 

sections 16(a) and 23(a) of the Exchange 

Act (15 U.S.C. 78p and 78w) and the 

rules and regulations thereunder. SEC 

regulations referenced in this form are 

codified at 17 CFR part 240. 

■ 21. Section 335.701 is revised to read 

as follows: 

§ 335.701 Filing requirements, public 

reference, and confidentiality. 

(a) Filing requirements. Unless 

otherwise indicated in this part, one 

original and four conformed copies of 

all papers required to be filed with the 

FDIC under the Exchange Act or 

regulations thereunder shall be filed at 

its office in Washington, DC. Official 

filings may be filed electronically at 

https://www2.fdicconnect.gov/ 

index.asp, except for FDIC Beneficial 

Ownership Forms 3, 4, and 5 for which 

electronic filing is mandatory as 

described in § 335.801(b). Paper filings 

should be submitted to the FDIC’s office 

in Washington, DC, and should be 

addressed as follows: Accounting and 

Securities Disclosure Section, Division 

of Supervision and Consumer 

Protection, Federal Deposit Insurance 

Corporation, 550 17th Street, NW., 

Washington, DC 20429. Material may be 

filed by delivery to the FDIC through the 

mails or otherwise. The date on which 

paper filings are actually received by the 

designated FDIC office shall be the date 

of filing. 

(b) Inspection. Except as provided in 

paragraph (c) of this section, all 

information filed regarding a security 

registered with the FDIC will be 

available for inspection at the Federal 

Deposit Insurance Corporation, 

Accounting and Securities Disclosure 

Section, Division of Supervision and 

Consumer Protection, 550 17th Street, 

NW., Washington, DC. Beneficial 

ownership report forms and other 

official filings that are electronically 

submitted to the FDIC are available for 

inspection on the FDIC’s Web site at 

http://www2.fdic.gov/efr/. 

(c) Nondisclosure of certain 

information filed. Any person filing any 

statement, report, or document with the 

FDIC under the Exchange Act may make 

a written objection to the public 

disclosure of any information contained 

therein in accordance with the 

procedure set forth in this paragraph (c) 

or the instructions provided for 

electronic filing available on the FDIC’s 

Web site https://www2.fdicconnect.gov/ 

index.asp. 

(1) The person shall omit from the 

statement, report, or document, when it 

is filed, the portion thereof that it 

desires to keep undisclosed (hereinafter 

called the confidential portion). In lieu 

thereof, it shall indicate at the 

appropriate place in the statement, 

report, or document that the 

confidential portion has been so omitted 

and filed separately with the FDIC. 

(2) The person shall file with the 

copies of the statement, report, or 

document filed with the FDIC: 

(i) As many copies of the confidential 

portion, each clearly marked 

‘‘Confidential Treatment,’’ as there are 

copies of the statement, report, or 

document filed with the FDIC and with 

each exchange, if any. Each copy shall 

contain the complete text of the item 

and, notwithstanding that the 

confidential portion does not constitute 

the whole of the answer, the entire 

answer thereto; except that in the case 

where the confidential portion is part of 

a financial statement or schedule, only 

the particular financial statement or 

schedule need be included. All copies 

of the confidential portion shall be in 

the same form as the remainder of the 

statement, report, or document; 

(ii) An application making objection 

to the disclosure of the confidential 

portion. Such application shall be on a 

sheet or sheets separate from the 

confidential portion and shall contain: 

(A) An identification of the portion of 

the statement, report, or document that 

has been omitted; 

(B) A statement of the grounds of the 

objection; 

(C) Consent that the FDIC may 

determine the question of public 

disclosure upon the basis of the 

application, subject to proper judicial 

reviews; 


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Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Rules and Regulations 73951 

(D) The name of each exchange, if 

any, with which the statement, report, 

or document is filed; 

(iii) The copies of the confidential 

portion and the application filed in 

accordance with this paragraph shall be 

enclosed in a separate envelope marked 

‘‘Confidential Treatment’’ and addressed 

to Executive Secretary, Federal Deposit 

Insurance Corporation, Washington, DC 

20429. 

(3) Pending the determination by the 

FDIC as to the objection filed in 

accordance with paragraph (c)(2)(ii) of 

this section, the confidential portion 

will not be disclosed by the FDIC. 

(4) If the FDIC determines that the 

objection shall be sustained, a notation 

to that effect will be made at the 

appropriate place in the statement, 

report, or document. 

(5) If the FDIC determines that 

disclosure of the confidential portion is 

in the public interest, a finding and 

determination to that effect will be 

entered and notice of the finding and 

determination will be sent by registered 

or certified mail to the person. 

(6) The confidential portion shall be 

made available to the public: 

(i) Upon the lapse of 15 days after the 

dispatch of notice by registered or 

certified mail of the finding and 

determination of the FDIC described in 

paragraph (c)(5) of this section, or the 

date of the electronic filing, if prior to 

the lapse of such 15 days the person 

shall not have filed a written statement 

that he intends in good faith to seek 

judicial review of the finding and 

determination; 

(ii) Upon the lapse of 60 days after the 

dispatch of notice by registered or 

certified mail, or the date of the 

electronic filing, of the finding and 

determination of the FDIC, if the 

statement described in paragraph 

(c)(6)(i) of this section shall have been 

filed and if a petition for judicial review 

shall not have been filed within such 60 

days; or 

(iii) If such petition for judicial review 

shall have been filed within such 60 

days upon final disposition, adverse to 

the person, of the judicial proceedings. 

(7) If the confidential portion is made 

available to the public, a copy thereof 

shall be attached to each copy of the 

statement, report, or document filed 

with the FDIC and with each exchange 

concerned. 

■ 22. Amend Section 335.801 by 

revising paragraphs (b)(1), (b)(2), 

(b)(6)(iv), and (b)(6)(v) to read as 

follows: 

§ 335.801 Inapplicable SEC regulations; 

FDIC substituted regulations; additional 

information. 

* * * * * 

(b) Electronic filings. (1) The FDIC 

does not participate in the SEC’s 

EDGAR (Electronic Data Gathering 

Analysis and Retrieval) electronic filing 

program (17 CFR part 232). The FDIC 

permits voluntary electronically 

transmitted filings and submissions of 

correspondence and other materials in 

electronic format to the FDIC, with the 

exception of Beneficial Ownership 

Reports (Forms 3, 4, and 5) for which 

electronic filing is mandatory. 

Beneficial Ownership Report filing 

requirements are provided in paragraph 

(b)(2) of this section. 

(2) All reporting persons must 

electronically file Beneficial Ownership 

Reports (FDIC Forms 3, 4, and 5), 

including amendments and exhibits 

thereto, using the Internet-based 

interagency Beneficial Ownership 

Filings System, except that a reporting 

person that has obtained a continuing 

hardship exemption under these rules 

may file the forms with the FDIC in 

paper format. For electronic filing 

purposes, FDIC Forms 3, 4, and 5 are 

accessible at the Internet-based 

interagency Web site for Beneficial 

Ownership Filings at FDICconnect at 

https://www2.fdicconnect.gov/ 

index.asp. These forms and the 

instructions thereto are available for 

printing and downloading at http:// 

www.fdic.gov/regulations/laws/forms. A 

reporting person that has obtained a 

continuing hardship exemption under 

these rules may file the appropriate 

forms with the FDIC in paper format. 

Instructions for continuing hardship 

exemptions are provided in paragraph 

(b)(6) of this section. 

* * * * * 

(6) * * * 

(iv) Where a continuing hardship 

exemption is granted with respect to an 

exhibit only, the paper format exhibit 

shall be filed with the FDIC under Form 

SE (17 CFR part 249). The name of the 

FDIC shall be substituted for the name 

of the SEC on the form. Form SE shall 

be filed as a paper cover sheet to all 

exhibits to Beneficial Ownership 

Reports submitted to the FDIC in paper 

form pursuant to a hardship exemption. 

(v) Form SE may be filed with the 

FDIC up to six business days prior to, 

or on the date of filing of, the electronic 

form to which it relates but shall not be 

filed after such filing date. If a paper 

exhibit is submitted in this manner, 

requirements that the exhibit be filed 

with, provided with, or accompany the 

electronic filing shall be satisfied. Any 

requirements as to delivery or 

furnishing the information to persons 

other than the FDIC shall not be affected 

by this section. 

* * * * * 

By order of the Board of Directors. 

Federal Deposit Insurance Corporation. 

Dated at Washington, DC, this 9th day of 

November 2010. 

Robert E. Feldman, 

Executive Secretary. 

[FR Doc. 2010–30078 Filed 11–29–10; 8:45 am] 

BILLING CODE 6714–01–P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Food and Drug Administration 

21 CFR Parts 1, 14, and 17 

[Docket No. FDA–2010–N–0560] 

RIN 0910–AG55 

Amendments to General Regulations 

of the Food and Drug Administration 

AGENCY: Food and Drug Administration, 

HHS. 

ACTION: Direct final rule. 

SUMMARY: The Food and Drug 

Administration (FDA) is amending 

certain of its general regulations to 

include tobacco products, where 

appropriate, in light of FDA’s authority 

to regulate these products under the 

Family Smoking Prevention and 

Tobacco Control Act (Tobacco Control 

Act). With these amendments, tobacco 

products will be subject to the same 

general requirements that apply to other 

FDA-regulated products. Elsewhere in 

this issue of the Federal Register, we are 

publishing a companion proposed rule 

under FDA’s usual procedures for notice 

and comment to provide a procedural 

framework to finalize the rule in the 

event we receive significant adverse 

comment and withdraw this direct final 

rule. 

DATES: This rule is effective April 14, 

2011. Submit either electronic or 

written comments by February 14, 2011. 

If we receive no significant adverse 

comments within the specified 

comment period, we intend to publish 

a document confirming the effective 

date of the final rule in the Federal 

Register within 30 days after the 

comment period on this direct final rule 

ends. If we receive any timely 

significant adverse comment, we will 

withdraw this final rule in part or in 

whole by publication of a document in 

the Federal Register within 30 days 

after the comment period ends. 


jdjones on DSK8KYBLC1PROD with RULES