[Federal Register Volume 75, Number 229 (Tuesday, November 30, 2010)]
[Rules and Regulations]
[Pages 73947-73951]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-30078]


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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.

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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:
    <bullet> Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
    <bullet> Agency Web Site: http://www.fdic.gov/regulations/laws/federal/propose.html. Follow the instructions for submitting comments 
on the FDIC Web site.
    <bullet> E-mail: <a href="/cdn-cgi/l/email-protection#f3909c9e9e969d8780b3b5b7bab0dd949c85"><span class="__cf_email__" data-cfemail="1f7c7072727a716b6c5f595b565c31787069">[email protected]</span></a>. Include ``Part 335--Securities 
of Nonmember Insured Banks'' in the subject line of the message.
    <bullet> Mail: Robert E. Feldman, Executive Secretary, Attention: 
Comments, Federal Deposit Insurance Corporation, 550 17th Street, NW., 
Washington, DC 20429.
    <bullet> 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 <a href="/cdn-cgi/l/email-protection#4c282f242d3c212d220c2a28252f622b233a"><span class="__cf_email__" data-cfemail="c5a1a6ada4b5a8a4ab85a3a1aca6eba2aab3">[email protected]</span></a>; Maureen Loviglio, Senior Staff Accountant, 
Division of Supervision and Consumer Protection, (202) 898-6777 or 
<a href="/cdn-cgi/l/email-protection#9ef3f2f1e8f7f9f2f7f1def8faf7fdb0f9f1e8"><span class="__cf_email__" data-cfemail="036e6f6c756a646f6a6c4365676a602d646c75">[email protected]</span></a>; or Mark G. Flanigan, Counsel, Legal Division, (202) 
898-7426 or <a href="/cdn-cgi/l/email-protection#1b767d777a75727c7a755b7d7f7278357c746d"><span class="__cf_email__" data-cfemail="721f141e131c1b15131c3214161b115c151d04">[email protected]</span></a>, 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 Sec.  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: Sec.  335.111 (Forms and schedules), 
Sec.  335.121 (Listing standards related to audit committees), Sec.  
335.201 (Securities exempted from registration), Sec.  335.211 
(Registration and reporting), section 335.221 (Forms for registration 
of securities and other matters), Sec.  335.231 (Certification, 
suspension of trading, and removal from listing by exchanges), Sec.  
335.241 (Unlisted trading), Sec.  335.251 (Forms for notification of 
action taken by national securities exchanges), Sec.  335.261 
(Exemptions; terminations; and definitions), Sec.  335.301 (Reports of 
issuers of securities registered pursuant to Sec.  12), Sec.  335.311 
(Forms for annual, quarterly, current, and other reports of issuers), 
Sec.  335.321 (Maintenance of records and issuer's representations in 
connection with required reports), Sec.  335.331 (Acquisition 
statements, acquisition of securities by issuers, and other matters), 
Sec.  335.401 (Solicitation of proxies), Sec.  335.501 (Tender offers), 
Sec.  335.601 (Requirements of section 16 of the Securities Exchange

[[Page 73948]]

Act of 1934), Sec.  335.611 (Initial statement of beneficial ownership 
of securities), Sec.  335.612 (Statement of changes in beneficial 
ownership of securities), Sec.  335.613 (Annual statement of beneficial 
ownership of securities), Sec.  335.701 (Filing requirements, public 
reference, and confidentiality), and Sec.  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), Sec.  335.701 (Filing requirements, public 
reference, and confidentiality), and Sec.  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, Sec.  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\
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    \1\ 5 U.S.C. 553(d)(3).
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    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.
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    \2\ 12 U.S.C. 4802.
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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.


[[Page 73949]]



0
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

0
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.


0
2. Section 335.111 is revised to read as follows:


Sec.  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 Sec.  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 
(Sec.  335.611), 4 (Sec.  335.612) and 5 (Sec.  335.613) and the 
instructions thereto may be printed and downloaded from https://www.fdic.gov/regulations/laws/forms.


0
3. Section 335.121 is revised to read as follows:


Sec.  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.


0
4. Section 335.201 is revised to read as follows:


Sec.  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.


0
5. Section 335.211 is revised to read as follows:


Sec.  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.


0
6. Section 335.221 is revised to read as follows:


Sec.  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.


0
7. Section 335.231 is revised to read as follows:


Sec.  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.


0
8. Section 335.241 is revised to read as follows:


Sec.  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.


0
9. Section 335.251 is revised to read as follows:


Sec.  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.


0
10. Section 335.261 is revised to read as follows:


Sec.  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.


0
11. Section 335.301 is revised to read as follows:


Sec.  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.


0
12. Section 335.311 is revised to read as follows:


Sec.  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.


0
13. Section 335.321 is revised to read as follows:


Sec.  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.


0
14. Section 335.331 is revised to read as follows:

[[Page 73950]]

Sec.  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.


0
15. Section 335.401 is revised to read as follows:


Sec.  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.


0
16. Section 335.501 is revised to read as follows:


Sec.  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.


0
17. Section 335.601 is revised to read as follows:


Sec.  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 
Sec.  335.611 (FDIC Form 3), Sec.  335.612 (FDIC Form 4), and Sec.  
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.


0
18. Section 335.611 is revised to read as follows:


Sec.  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.


0
19. Section 335.612 is revised to read as follows:


Sec.  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.


0
20. Section 335.613 is revised to read as follows:


Sec.  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.


0
21. Section 335.701 is revised to read as follows:


Sec.  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 Sec.  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;

[[Page 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.

0
22. Amend Section 335.801 by revising paragraphs (b)(1), (b)(2), 
(b)(6)(iv), and (b)(6)(v) to read as follows:


Sec.  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


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