34956 Federal Register / Vol. 83, No. 142 / Tuesday, July 24, 2018 / Proposed Rules 

member shall have an alternate who 

shall have the same qualifications as the 

member. 

* * * * * 

■ 3. Revise § 956.21 to read as follows: 

§ 956.21 Term of office. 

(a) Except as otherwise provided in 

paragraph (b) of this section, the term of 

office of grower and handler Committee 

members and their respective alternates 

shall be two years beginning on June 1. 

The terms shall be determined so that 

one-half of the grower membership and 

one-half of the handler membership 

shall terminate every year. Members and 

alternates shall serve during the term of 

office for which they are selected and 

have been qualified, or during that 

portion thereof beginning on the date on 

which they qualify during such term of 

office and continuing until the end 

thereof, or until their successors are 

selected and have qualified. 

(b) The term of office of the initial 

members and alternates shall begin as 

soon as possible after the effective date 

of this subpart. One-half of the initial 

industry grower and handler members 

and alternates shall serve for a one year 

term and one-half shall serve for a two 

year term. The initial, as well as all 

successive terms of office of the public 

member and alternate member shall be 

for three years. 

(c) The consecutive terms of office for 

all members shall be limited to two twoyear terms. There shall be no such 

limitation for alternate members. 

■ 4. Revise § 956.28 to read as follows: 

§ 956.28 Procedure 

(a) Four members of the Committee 

shall constitute a quorum, and four 

concurring votes shall be required to 

pass any motion or approve any 

Committee action, except that 

recommendations made pursuant to 

§ 956.61 shall require five concurring 

votes. 

* * * * * 

Dated: July 19, 2018. 

Bruce Summers, 

Administrator, Agricultural Marketing 

Service. 

[FR Doc. 2018–15792 Filed 7–23–18; 8:45 am] 

BILLING CODE 3410–02–P 

DEPARTMENT OF TRANSPORTATION 

Federal Aviation Administration 

14 CFR Part 71 

[Docket No. FAA–2014–0878; Airspace 

Docket No. 14–AWP–10] 

RIN 2120–AA66 

Proposed Amendment of Class D and 

Class E Airspace, and Establishment 

of Class E Airspace; Honolulu, HI 

AGENCY: Federal Aviation 

Administration (FAA), DOT. 

ACTION: Notice of proposed rulemaking 

(NPRM). 

SUMMARY: This action proposes to 

modify Class D airspace, and Class E 

airspace extending upward from 700 

feet above the surface, and establish 

Class E surface area airspace at Wheeler 

Army Airfield (AAF), Honolulu, HI. 

This action also would update the 

airport name and geographic 

coordinates in the associated Class D 

and E airspace areas to match the FAA’s 

aeronautical database, and would 

replace outdated language in the 

airspace description. An editorial 

change to the airspace designations also 

would be made. 

DATES: Comments must be received on 

or before September 7, 2018. 

ADDRESSES: Send comments on this 

proposal to the U.S. Department of 

Transportation, Docket Operations, 1200 

New Jersey Avenue SE, West Building 

Ground Floor, Room W12–140, 

Washington, DC 20590; telephone: 1– 

800–647–5527, or (202) 366–9826. You 

must identify FAA Docket No. FAA– 

2014–0878; Airspace Docket No. 14– 

AWP–10, at the beginning of your 

comments. You may also submit 

comments through the internet at http:// 

www.regulations.gov. 

FAA Order 7400.11B, Airspace 

Designations and Reporting Points, and 

subsequent amendments can be viewed 

online at http://www.faa.gov/air_traffic/ 

publications/. For further information, 

you can contact the Airspace Policy 

Group, Federal Aviation 

Administration, 800 Independence 

Avenue SW, Washington, DC 20591; 

telephone: (202) 267–8783. The Order is 

also available for inspection at the 

National Archives and Records 

Administration (NARA). For 

information on the availability of FAA 

Order 7400.11B at NARA, call (202) 

741–6030, or go to https://

www.archives.gov/federal-register/cfr/ 

ibr-locations.html. 

FAA Order 7400.11, Airspace 

Designations and Reporting Points, is 

published yearly and effective on 

September 15. 

FOR FURTHER INFORMATION CONTACT: 

Steve Haga, Federal Aviation 

Administration, Operations Support 

Group, Western Service Center, 2200 S 

216th St., Des Moines, WA 98198–6547; 

telephone (206) 231–2252. 

SUPPLEMENTARY INFORMATION: 

Authority for This Rulemaking 

The FAA’s authority to issue rules 

regarding aviation safety is found in 

Title 49 of the United States Code. 

Subtitle I, Section 106 describes the 

authority of the FAA Administrator. 

Subtitle VII, Aviation Programs, 

describes in more detail the scope of the 

agency’s authority. This rulemaking is 

promulgated under the authority 

described in Subtitle VII, Part A, 

Subpart I, Section 40103. Under that 

section, the FAA is charged with 

prescribing regulations to assign the use 

of airspace necessary to ensure the 

safety of aircraft and the efficient use of 

airspace. This regulation is within the 

scope of that authority, as it would 

amend Class D and Class E airspace at 

Wheeler Army Airfield (AAF), 

Honolulu, HI, to support standard 

instrument approach procedures for IFR 

operations at the airport. 

Comments Invited 

Interested parties are invited to 

participate in this proposed rulemaking 

by submitting such written data, views, 

or arguments, as they may desire. 

Comments that provide the factual basis 

supporting the views and suggestions 

presented are particularly helpful in 

developing reasoned regulatory 

decisions on the proposal. Comments 

are specifically invited on the overall 

regulatory, aeronautical, economic, 

environmental, and energy-related 

aspects of the proposal. 

Communications should identify both 

docket numbers and be submitted in 

triplicate to the address listed above. 

Persons wishing the FAA to 

acknowledge receipt of their comments 

on this notice must submit with those 

comments a self-addressed, stamped 

postcard on which the following 

statement is made: ‘‘Comments to FAA– 

2014–0878; Airspace Docket No. 14– 

AWP–10’’. The postcard will be date/ 

time stamped and returned to the 

commenter. 

All communications received before 

the specified closing date for comments 

will be considered before taking action 

on the proposed rule. The proposal 

contained in this notice may be changed 

in light of the comments received. A 

report summarizing each substantive 


jstallworth on DSKBBY8HB2PROD with PROPOSALS
Federal Register / Vol. 83, No. 142 / Tuesday, July 24, 2018 / Proposed Rules 34957 

public contact with FAA personnel 

concerned with this rulemaking will be 

filed in the docket. 

Availability of NPRMs 

An electronic copy of this document 

may be downloaded through the 

internet at http://www.regulations.gov. 

Recently published rulemaking 

documents can also be accessed through 

the FAA’s web page at http://

www.faa.gov/air_traffic/publications/ 

airspace_amendments/. 

You may review the public docket 

containing the proposal, any comments 

received, and any final disposition in 

person in the Dockets Office (see the 

ADDRESSES section for the address and 

phone number) between 9:00 a.m. and 

5:00 p.m., Monday through Friday, 

except federal holidays. An informal 

docket may also be examined during 

normal business hours at the Northwest 

Mountain Regional Office of the Federal 

Aviation Administration, Air Traffic 

Organization, Western Service Center, 

Operations Support Group, 2200 S 

216th St., Des Moines, WA 98198–6547. 

Availability and Summary of 

Documents for Incorporation by 

Reference 

This document proposes to amend 

FAA Order 7400.11B, Airspace 

Designations and Reporting Points, 

dated August 3, 2017, and effective 

September 15, 2017. FAA Order 

7400.11B is publicly available as listed 

in the ADDRESSES section of this 

document. FAA Order 7400.11B lists 

Class A, B, C, D, and E airspace areas, 

air traffic service routes, and reporting 

points. 

The Proposal 

The FAA is proposing an amendment 

to Title 14 Code of Federal Regulations 

(14 CFR) part 71 by modifying Class D 

airspace, Class E airspace extending 

upward from 700 feet above the surface, 

and establishing Class E surface area 

airspace at Wheeler AAF, Honolulu, HI. 

Class D airspace extending upward 

from the surface to and including 3,300 

feet MSL would be modified to within 

a 2.6-mile radius of Wheeler AAF, 

(formerly Wheeler AFB), then extend to 

a 3.7-mile radius from the southeast to 

the southwest, adjoining the boundary 

of Restricted Area R–3109 to the west, 

excluding that airspace below 1,800 feet 

MSL beyond 3.3 miles from the airport 

from the 89° bearing clockwise to the 

218° bearing from the airport. 

Additionally, an editorial change 

would be made to the Class D airspace 

legal description removing the words 

‘‘Airport/Facility Directory’’. An 

editorial change also would be made 

removing the city associated with the 

airport name in the airspace designation 

to comply with a recent change to FAA 

Order 7400.2L, Procedures for Handling 

Airspace Matters. 

Class E surface area airspace would be 

established to be coincident with the 

lateral dimensions of the Class D 

airspace, and would be effective 

continuously to provide protection to 

instrument procedures. 

Class E airspace extending upward 

from 700 feet would be modified to that 

airspace within a 4.2-mile radius of 

Wheeler AAF. The Koko Head VORTAC 

navigation aid would be removed, as it 

is no longer needed to describe the 

boundary. 

Additionally, this action proposes to 

update the airport name from Wheeler 

AFB to Wheeler AAF, and the 

geographic coordinates for the 

associated Class D and Class E airspace 

areas to match the FAA’s aeronautical 

database. 

Class D and Class E airspace 

designations are published in paragraph 

5000, 6002, and 6005, respectively, of 

FAA Order 7400.11B, dated August 3, 

2017, and effective September 15, 2017, 

which is incorporated by reference in 14 

CFR 71.1. The Class D and E airspace 

designations listed in this document 

will be published subsequently in the 

Order. 

Regulatory Notices and Analyses 

The FAA has determined that this 

regulation only involves an established 

body of technical regulations for which 

frequent and routine amendments are 

necessary to keep them operationally 

current, is non-controversial and 

unlikely to result in adverse or negative 

comments. It, therefore: (1) Is not a 

‘‘significant regulatory action’’ under 

Executive Order 12866; (2) is not a 

‘‘significant rule’’ under DOT 

Regulatory Policies and Procedures (44 

FR 11034; February 26, 1979); and (3) 

does not warrant preparation of a 

regulatory evaluation as the anticipated 

impact is so minimal. Since this is a 

routine matter that will only affect air 

traffic procedures and air navigation, it 

is certified that this rule, when 

promulgated, would not have a 

significant economic impact on a 

substantial number of small entities 

under the criteria of the Regulatory 

Flexibility Act. 

Environmental Review 

This proposal will be subject to an 

environmental analysis in accordance 

with FAA Order 1050.1F, 

‘‘Environmental Impacts: Policies and 

Procedures’’ prior to any FAA final 

regulatory action. 

List of Subjects in 14 CFR Part 71 

Airspace, Incorporation by reference, 

Navigation (air). 

The Proposed Amendment 

Accordingly, pursuant to the 

authority delegated to me, the Federal 

Aviation Administration proposes to 

amend 14 CFR part 71 as follows: 

PART 71—DESIGNATION OF CLASS A, 

B, C, D, AND E AIRSPACE AREAS; AIR 

TRAFFIC SERVICE ROUTES; AND 

REPORTING POINTS 

■ 1. The authority citation for 14 CFR 

part 71 continues to read as follows: 

Authority: 49 U.S.C. 106(f), 106(g), 40103, 

40113, 40120; E.O. 10854, 24 FR 9565, 3 CFR, 

1959–1963 Comp., p. 389. 

§ 71.1 [Amended] 

■ 2. The incorporation by reference in 

14 CFR 71.1 of FAA Order 7400.11B, 

Airspace Designations and Reporting 

Points, dated August 3, 2017, and 

effective September 15, 2017, is 

amended as follows: 

Paragraph 5000 Class D Airspace. 

* * * * * 

AWP HI D Honolulu, HI [Amended] 

Wheeler AAF, HI 

(Lat. 21°28′53′′ N, long. 158°02′16′′ W) 

That airspace extending upward from the 

surface to and including 3,300 feet MSL 

bounded by a line from lat. 21°31′03′′ N, long. 

158°04′30′′ W; to lat. 21°31′25′′ N, long. 

158°03′00′′ W, thence clockwise along a 2.6- 

mile radius of Wheeler AAF to lat. 21°30′33′′ 

N, long. 158°00′07′′ W; to lat. 21°28′41′′ N, 

long. 157°58′19′′ W, thence clockwise along 

a 3.7-mile radius of the airport to lat. 

21°25′46′′ N, long. 158°04′24′′ W; to lat. 

21°26′52′′ N, long. 158°04′31′′ W; to lat. 

21°27′17′′ N, long. 158°05′45′′ W; to lat. 

21°29′14′′ N, long. 158°04′50′′ W; to lat. 

21°30′18′′ N, long. 158°03′59′′ W; thence to 

the point of beginning, excluding that 

airspace below 1,800 feet MSL beyond 3.3 

miles from the airport from the 89° bearing 

clockwise to the 218° bearing from the 

airport. This Class D airspace area is effective 

during the specific dates and times 

established in advance by a Notice to 

Airmen. The effective date and time will 

thereafter be continuously published in the 

Pacific Chart Supplement. 

Paragraph 6002 Class E Airspace 

Designated as Surface Areas. 

* * * * * 

AWP HI E2 Honolulu, HI [New] 

Wheeler AAF, HI 

(Lat. 21°28′53′′ N, long. 158°02′16′′ W) 

That airspace extending upward from the 

surface bounded by a line from lat. 21°31′03′′ 

N, long. 158°04′30′′ W; to lat. 21°31′25′′ N, 

long. 158°03′00′′ W, thence clockwise along 

a 2.6-mile radius of Wheeler AAF to lat. 

21°30′33′′ N, long. 158°00′07′′ W; to lat. 


jstallworth on DSKBBY8HB2PROD with PROPOSALS
34958 Federal Register / Vol. 83, No. 142 / Tuesday, July 24, 2018 / Proposed Rules 

1See, e.g., Release No. 33–3469–X (Apr. 10, 1953) 

[18 FR 2182 (Apr. 17, 1953)] and Registration of 

Securities Offered Pursuant to Employees Stock 

Purchase Plans, Release No. 33–3480 (Jun. 16, 

1953) [18 FR 3688 (Jun. 27, 1953)], each observing 

that the investment decision to be made by the 

employee is of a different character than when 

securities are offered for the purpose of raising 

capital. 

2See Changes to Exchange Act Registration 

Requirements to Implement Title V and Title VI of 

the JOBS Act, Release No. 33–10075 (May 3, 2016) 

[81 FR 28689 (May 10, 2016)] at n. 82, stating ‘‘The 

‘‘no sale’’ theory relates to the issuance of 

compensatory grants made by employers to broad 

groups of employees pursuant to broad-based stock 

bonus plans without Securities Act registration 

under the theory that the awards are not an offer 

or sale of securities under Section 2(a)(3) of the 

Securities Act [15 U.S.C. 77b(a)(3)].’’ Where 

securities are awarded to employees at no direct 

cost through broad based bonus plans, the staff has 

taken the position generally that there has been no 

sale since employees do not individually bargain to 

contribute cash or other tangible or definable 

consideration to such plans. Where securities are 

awarded to or acquired by employees pursuant to 

individual employment arrangements, however the 

staff has expressed the view that such arrangements 

involve separately bargained consideration, and a 

sale of the securities has occurred. See Employee 

Benefit Plans: Interpretations of Statute, Release 

No. 33–6188 (Jan. 15, 1981) [29 FR 8960 (Feb. 11, 

1980)] at Section II.A.5.d and n. 84. 

21°28′41′′ N, long. 157°58′19′′ W, thence 

clockwise along a 3.7-mile radius of the 

airport to lat. 21°25′46′′ N, long. 158°04′24′′ 

W; to lat. 21°26′52′′ N, long. 158°04′31′′ W; 

to lat. 21°27′17′′ N, long. 158°05′45′′ W; to lat. 

21°29′14′′ N, long. 158°04′50′′ W; to lat. 

21°30′18′′ N, long. 158°03′59′′ W; thence to 

the point of beginning; excluding that 

airspace below 1,800 feet MSL beyond 3.3 

miles from the airport from the 89° bearing 

clockwise to the 218° bearing from the 

airport. 

Paragraph 6005 Class E Airspace Areas 

Extending Upward From 700 Feet or More 

Above the Surface of the Earth. 

* * * * * 

AWP HI E5 Honolulu, HI [Amended] 

Wheeler AAF, HI 

(Lat. 21°28′53′′ N, long. 158°02′16′′ W) 

That airspace extending upward from 700 

feet above the surface within a 4.2-mile 

radius of Wheeler AAF, excluding that 

portion within Restricted Area R–3109, when 

active. 

Issued in Seattle, Washington, on July 17, 

2018. 

Shawn M. Kozica, 

Group Manager, Operations Support Group, 

Western Service Center. 

[FR Doc. 2018–15738 Filed 7–23–18; 8:45 am] 

BILLING CODE 4910–13–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 230 

[Release No. 33–10521; File No. S7–18–18] 

RIN 3235–AM38 

Concept Release on Compensatory 

Securities Offerings and Sales 

AGENCY: Securities and Exchange 

Commission 

ACTION: Concept release; request for 

comment. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’) is 

publishing this release to solicit 

comment on the exemption from 

registration under the Securities Act of 

1933 (the ‘‘Securities Act’’) for securities 

issued by non-reporting companies 

pursuant to compensatory 

arrangements, and Form S–8, the 

registration statement for compensatory 

offerings by reporting companies. 

Significant evolution has taken place 

both in the types of compensatory 

offerings issuers make and the 

composition of the workforce since the 

Commission last substantively amended 

these regulations. Therefore, as we 

amend the exemption as mandated by 

the Economic Growth, Regulatory 

Relief, and Consumer Protection Act 

(the ‘‘Act’’), we seek comment on 

possible ways to modernize the 

exemption and the relationship between 

it and Form S–8, consistent with 

investor protection. 

DATES: Comments should be received on 

or before September 24, 2018. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/concept.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number S7– 

18–18 on the subject line. 

Paper Comments 

• Send paper comments to Brent J. 

Fields, Secretary, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number S7–18–18. This file number 

should be included on the subject line 

if email is used. To help us process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s website (http://

www.sec.gov/rules/concept.shtml). 

Comments are also available for website 

viewing and copying in the 

Commission’s Public Reference Room, 

100 F Street NE, Washington, DC 20549, 

on official business days between the 

hours of 10:00 a.m. and 3:00 p.m. All 

comments received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from comment submissions. 

You should submit only information 

that you wish to make available 

publicly. 

FOR FURTHER INFORMATION CONTACT: 

Anne M. Krauskopf, Senior Special 

Counsel, and Adam F. Turk, Special 

Counsel, Office of Chief Counsel, 

Division of Corporation Finance, at 

(202) 551–3500. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Overview 

II. Rule 701 

A. Background 

B. Rule 701(c) Eligible Plan Participants 

C. Rule 701(e) Disclosure Requirements 

1. General 

2. Timing and Manner of Rule 701(e) 

Disclosure 

3. Options and Other Derivative Securities/ 

RSUs 

D. Rule 701(d) Exemptive Conditions 

III. Form S–8 

A. Background 

B. Form S–8 Eligible Plan Participants 

C. Administrative Burdens 

D. Form S–8 Generally 

IV. Conclusion 

I. Overview 

Under the Securities Act, every offer 

and sale of securities must be registered 

or subject to an exemption from 

registration. The Commission has long 

recognized that offers and sales of 

securities as compensation present 

different issues than offers and sales 

that raise capital for the issuer of the 

securities.1 Among other considerations, 

the Commission has recognized that the 

relationship between the issuer and 

recipient of securities is often different 

in a compensatory rather than capital 

raising transaction. The Commission has 

thus provided a limited exemption from 

registration—17 CFR 230.701 (Rule 

701)—for certain compensatory 

securities transactions as well as a 

specialized form—Form S–8—for 

registering certain compensatory 

transactions. Both Rule 701 and Form 

S–8 require the issuer to make specific 

disclosures. However, depending on the 

circumstances, compensatory 

transactions also may be conducted 

under the Securities Act Section 4(a)(2) 

exemption from registration or under a 

‘‘no sale’’ theory,2 which would not 

require specific disclosures. 

Equity compensation can be an 

important component of the 

employment relationship. Using equity 

for compensation can align the 

incentives of employees with the 

success of the enterprise, facilitate 


jstallworth on DSKBBY8HB2PROD with PROPOSALS