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###### Securities and Exchange Commission

*Upon Written Request, Copies Available From:*                     Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213.                

*Extension:*

*Rule 15g-5, OMB Control No. 3235-0394, SEC File No. 270-348.*

                    Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501*et seq.*), the Securities and Exchange Commission (“Commission”) is soliciting comments on the existing collection of information provided for in the following rule: Rule 15g-5—Disclosure of compensation to associated persons in connection with penny stock transactions (17 CRF 240.15g-5) under the Securities Exchange Act of 1934 (15 U.S.C. 78a*et seq.*). The Commission plans to submit this existing collection of information to the Office of Management and Budget (“OMB”) for extension and approval.                

Rule 15g-5 requires brokers and dealers to disclose to customers the amount of compensation to be received by their sales agents in connection with penny stock transactions. The purpose of the rule is to increase the level of disclosure to investors concerning penny stocks generally and specific penny stock transactions.

The Commission estimates that approximately 209 broker-dealers will spend an average of 87 hours annually to comply with the rule. Thus, the total compliance burden is approximately 18,183 burden-hours per year.

Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

The commission may not conduct or sponsor collection of information unless it displays a currently valid control number. No person shall be subject to any penalty for failing to comply with a collection of information subject to the PRA that does not display a valid Office of Management and Budget (OMB) control number.

                    Please direct your written comments to: Thomas Bayer, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 6432 General Green Way, Alexandria, VA 22312 or send an email to                     *PRA_Mailbox@sec.gov*.                

Dated: March 6, 2012.

Kevin M. O'Neill,

Deputy Secretary.

[FR Doc. 2012-5855 Filed 3-9-12; 8:45 am]

BILLING CODE 8011-01-P