Federal Register / Vol. 89, No. 217 / Friday, November 8, 2024 / Notices 88843 

1See Securities Exchange Act Release No. 98 

(February 12, 1935). 

2See Securities Exchange Act Release No. 7011 

(February 5, 1963), 28 FR 1506 (February 16, 1963). 

3Rule 12d2–2 prescribes the circumstances under 

which a security may be delisted from an exchange 

and withdrawn from registration under Section 

12(b) of the Act and provides the procedures for 

taking such action. 

4The Exchanges are BOX Exchange LLC, Cboe 

BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe 

C2 Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe 

EDGX Exchange, Inc., Cboe Exchange, Inc., 

Investors Exchange LLC, Long Term Stock 

Exchange, Inc., MEMX, LLC, Miami International 

Securities Exchange, MIAX Emerald, LLC, MIAX 

PEARL, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC, 

Nasdaq ISE, LLC, Nasdaq MRX, LLC, Nasdaq PHLX 

LLC, The Nasdaq Stock Market, New York Stock 

Exchange LLC, NYSE Arca, Inc., NYSE Chicago, 

Inc., NYSE American LLC, NYSE National, Inc. 

5 In fact, some exchanges do not file any trading 

suspension reports in a given year. 

6The 658 figure was calculated by averaging the 

numbers for compliance in 2021, 2022 and 2023, 

which are 538, 622 and 814, respectively. 

1 17 CFR 240.15c2–12(b). 

2The term ‘‘Participating Underwriter’’ means 

any broker, dealer, or municipal securities dealer 

that acts as an underwriter in connection with an 

‘‘Offering,’’ i.e., a primary offering of municipal 

securities with an aggregate principal amount of 

$1,000,000 or more. 17 CFR 240.15c2–12(a) 

(defining ‘‘Participating Underwriter’’ and 

‘‘Offering’’). 

3 17 CFR 240.15c2–12(b)(1). 

4 17 CFR 240.15c2–12(b)(2). 

5 17 CFR 240.15c2–12(b)(3). 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 12d2–1 (17 CFR 240.12d2–1), 

under the Securities Exchange Act of 

1934 (15 U.S.C. 78a et seq.) (‘‘Act’’). 

On February 12, 1935, the 

Commission adopted Rule 12d2–1 1

(‘‘Suspension of Trading’’) which sets 

forth the conditions and procedures 

under which a security may be 

suspended from trading under Section 

12(d) of the Act.2 Rule 12d2–1 provides 

the procedures by which a national 

securities exchange may suspend from 

trading a security that is listed and 

registered on the exchange. Under Rule 

12d2–1, an exchange is permitted to 

suspend from trading a listed security in 

accordance with its rules and must 

promptly notify the Commission of any 

such suspension, along with the 

effective date and the reasons for the 

suspension. 

Any such suspension may be 

continued until such time as the 

Commission may determine that the 

suspension is designed to evade the 

provisions of Section 12(d) of the Act 

and Rule 12d2–2 thereunder.3 During 

the continuance of such suspension 

under Rule 12d2–1, the exchange is 

required to notify the Commission 

promptly of any change in the reasons 

for the suspension. Upon the restoration 

to trading of any security suspended 

under Rule 12d2–1, the exchange must 

notify the Commission promptly of the 

effective date of such restoration. 

The trading suspension notices serve 

a number of purposes. First, they inform 

the Commission that an exchange has 

suspended from trading a listed security 

or reintroduced trading in a previously 

suspended security. They also provide 

the Commission with information 

necessary for it to determine that the 

suspension has been accomplished in 

accordance with the rules of the 

exchange, and to verify that the 

exchange has not evaded the 

requirements of Section 12(d) of the Act 

and Rule 12d2–2 thereunder by 

improperly employing a trading 

suspension. Without Rule 12d2–1, the 

Commission would be unable to fully 

implement these statutory 

responsibilities. 

There are 24 national securities 

exchanges 4 that are subject to Rule 

12d2–1. The burden of complying with 

Rule 12d2–1 is not evenly distributed 

among the exchanges, however, since 

there are many more securities listed on 

the New York Stock Exchange, Inc., the 

NASDAQ Stock Exchange, and the 

NYSE American LLC than on the other 

exchanges.5 There are approximately 

658 responses 6 under Rule 12d2–1 for 

the purpose of suspension of trading 

from the national securities exchanges 

each year, and the resultant aggregate 

annual reporting hour burden would be, 

assuming on average one-half reporting 

hour per response, 329 annual burden 

hours for all exchanges. The related 

internal compliance costs associated 

with these burden hours are $79,618 per 

year. 

The collection of information 

obligations imposed by Rule 12d2–1 is 

mandatory. The response will be 

available to the public and will not be 

kept confidential. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by December 9, 2024 to (i) 

www.reginfo.gov/public/do/PRAMain or 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov, and (ii) Austin Gerig, 

Director/Chief Data Officer, Securities 

and Exchange Commission, c/o Tanya 

Ruttenberg, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: November 4, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–25925 Filed 11–7–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–330, OMB Control No. 

3235–0372] 

Proposed Collection; Comment 

Request; Extension: Municipal 

Securities Disclosure (Exchange Act 

Rule 15c2–12) 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (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 Rule 15c2–12— 

Municipal Securities Disclosure (17 CFR 

240.15c2–12) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) (‘‘Exchange Act’’). The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

In connection with offerings of 

municipal securities, paragraph (b) of 

Rule 15c2–12 1 requires Participating 

Underwriters: 2 (1) to obtain and review 

an official statement ‘‘deemed final’’ by 

an issuer of the securities, except for the 

omission of specified information, prior 

to making a bid, purchase, offer, or sale 

of municipal securities; 3 (2) in noncompetitively bid offerings, to send, 

upon request, a copy of the most recent 

preliminary official statement (if one 

exists) to potential customers; 4 (3) to 

contract with the issuer to receive, 

within a specified time, sufficient 

copies of the final official statement to 

comply with Rule 15c2–12’s delivery 

requirement and the rules of the 

Municipal Securities Rulemaking Board 

(‘‘MSRB’’); 5 (4) to send, upon request, a 


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88844 Federal Register / Vol. 89, No. 217 / Friday, November 8, 2024 / Notices 

6 17 CFR 240.15c2–12(b)(4). 

7 17 CFR 240.15c2–12(b)(5)(i). 

8 17 CFR 240.15c2–12(b)(5)(i)(A)–(B). 

9 17 CFR 240.15c2–12(b)(5)(i)(C). 

10 17 CFR 240.15c2–12(b)(5)(i)(D). 

11See generally Municipal Securities Disclosure, 

Exchange Act Release No. 26985 (June 28, 1989), 54 

FR 28799 (July 10, 1989); Municipal Securities 

Disclosure, Exchange Act Release No. 34961 

(November 10, 1994), 59 FR 59590 (November 17, 

1994); Amendment to Municipal Securities 

Disclosure, Exchange Act Release No. 59062 

(December 5, 2008), 73 FR 76104 (December 15, 

2008); Amendments to Municipal Securities 

Disclosure, Exchange Act Release No. 62184A (May 

26, 2010), 75 FR 33100 (June 10, 2010); 

Amendments to Municipal Securities Disclosure, 

Exchange Act Release No. 83885 (August 20, 2018), 

83 FR 44700 (August 31, 2018). 

12 17 CFR 240.15c2–12(a). 

13 17 CFR 240.15c2–12(d)(1). 

14 662,766 hours (estimated total annual burden 

on issuers) + 101,454 hours (estimated total annual 

burden on broker-dealers) + 22,000 hours 

(estimated total annual burden on the MSRB) = 

786,220 hours. 

15 65,082 (estimated average number of annual 

filings submitted by issuers annually in each of the 

next three years) × 7 (estimated average number of 

hours needed to prepare and submit each) = 

455,574 hours. 49,958 (estimated average number of 

event notices submitted by issuers annually in each 

of the next three years) × 4 (estimated average 

number of hours needed to prepare and submit 

each) = 199,832 hours. 3,680 (estimated average 

number of failure to file notices submitted by 

issuers annually in each of the next three years) × 

2 (estimated average number of hours needed to 

prepare and submit each) = 7,360 hours. 455,574 

hours + 199,832 hours + 7,360 hours = 662,766 

hours. 

16See supra note 15. 

17See supra note 15. 

18See supra note 15. 

19 10,968 (estimated annual issuances) × 0.25 

(hourly burden for broker-dealers to reasonably 

determine that the issuer or obligated person has 

undertaken, in a written agreement or contract, for 

the benefit of holders of such municipal securities, 

to provide continuing disclosure documents to the 

MSRB) = 2,742 hours. 10,968 (estimated annual 

issuances) × 9 (average burden estimate per 

issuance for broker-dealers to determine whether 

issuers or obligated persons have failed to comply, 

in all material respects, with any previous 

undertakings in a written contract or agreement 

specified in paragraph (b)(5)(i) of the Rule) = 98,712 

hours. 2,742 hours + 98,712 hours = 101,454 hours. 

20The Commission understands that most 

continuing disclosure agreements are provided to 

the broker-dealer by the issuer or obligated person 

and that most of these agreements are standard form 

agreements of limited length. Further, the 

Commission believes that the determination 

required to be made—that the issuer or obligated 

person has undertaken to provide continuing 

disclosure documents to the MSRB—is a narrow 

one that does not require a substantial time 

commitment from the broker-dealer. For these 

reasons, the Commission believes the estimate of a 

15 minute burden per issuance is appropriate. 

21See supra note 19. 

22See supra note 19. 

copy of the final official statement to 

potential customers for a specified 

period of time; 6 and (5) before 

purchasing or selling municipal 

securities in connection with an 

offering, to reasonably determine that 

the issuer or the obligated person has 

undertaken, in a written agreement or 

contract, for the benefit of holders of 

such municipal securities, to provide 

certain information on a continuing 

basis to the MSRB in an electronic 

format as prescribed by the MSRB.7 The 

information to be provided consists of: 

(1) certain annual financial and 

operating information and audited 

financial statements (‘‘annual filings’’); 8

(2) notices of the occurrence of any of 

certain specific events (‘‘event 

notices’’); 9 and (3) notices of the failure 

of an issuer or obligated person to make 

a submission required by a continuing 

disclosure agreement (‘‘failure to file 

notices’’).10 Annual filings, event 

notices, and failure to file notices may 

be collectively referred to as 

‘‘continuing disclosure documents.’’ 

Rule 15c2–12 is intended to enhance 

disclosure, and thereby reduce fraud, in 

the municipal securities market by 

establishing standards for obtaining, 

reviewing, and disseminating 

information about municipal securities 

by their underwriters.11

Municipal offerings of less than $1 

million are exempt from the rule,12 as 

are offerings of municipal securities 

issued in large denominations that are 

sold to no more than 35 sophisticated 

investors or have short-term 

maturities.13

With respect to hour burdens, the 

Commission estimates that 

approximately 28,000 issuers, 205 

broker-dealers, and the MSRB will 

spend a total of 786,220 hours per year 

complying with Rule 15c2–12 over the 

next three years.14 Rule 15c2–12 

indirectly imposes ongoing third-party 

disclosure burdens on issuers that 

determine to engage a broker-dealer to 

act as a Participating Underwriter in an 

offering of municipal securities. The 

Commission estimates that the total 

annual burden on issuers to comply 

with Rule 15c2–12 is 662,766 hours.15

Based on public MSRB data, issuers 

annually submitted an average of 

approximately 65,082 annual filings to 

the MSRB over the past three years. The 

Commission estimates that an issuer 

will require approximately seven hours 

to prepare and submit each annual filing 

to the MSRB. Therefore, the 

Commission estimates that the total 

annual burden on issuers to prepare and 

submit 65,082 annual filings to the 

MSRB is 455,574 hours.16 Based on 

public MSRB data, issuers annually 

submitted an average of approximately 

49,958 event notices to the MSRB over 

the past three years. The Commission 

estimates that an issuer will require 

approximately four hours to prepare and 

submit each event notice to the MSRB. 

Therefore, the Commission estimates 

that the total annual burden on issuers 

to prepare and submit 49,958 event 

notices to the MSRB is 199,832 hours.17

Based on public MSRB data, issuers 

annually submitted an average of 

approximately 3,680 failure to file 

notices to the MSRB over the past three 

years. The Commission estimates that 

an issuer will require approximately 

two hours to prepare and submit failure 

to file notices to the MSRB. Therefore, 

the total annual burden on issuers to 

prepare and submit 3,680 failure to file 

notices to the MSRB is estimated to be 

7,360 hours.18

Rule 15c2–12 imposes ongoing thirdparty disclosure burdens on brokerdealers that act as Participating 

Underwriters in offerings of municipal 

securities. The Commission estimates 

that the total annual burden on brokerdealers to comply with Rule 15c2–12 is 

101,454 hours.19 Based on public MSRB 

data, the Commission estimates that an 

average of 10,968 offerings of municipal 

securities occurred annually over the 

past three years. Further, based on 

estimates provided by the MSRB, the 

Commission estimates that, over the 

past three years, an average of 205 

broker-dealers served as a Participating 

Underwriter in municipal securities 

offerings. Accordingly, the Commission 

estimates that approximately 205 

broker-dealers could serve as a 

Participating Underwriter in 10,968 

municipal securities offerings in each of 

the next three years. The Commission 

estimates that broker-dealers will incur 

a 15 minute (0.25 hour) burden per 

issuance of municipal securities to 

reasonably determine that the issuer or 

obligated person has undertaken, in a 

written agreement or contract, for the 

benefit of holders of municipal 

securities, to provide continuing 

disclosure documents to the MSRB,20

resulting in an annual burden on all 

broker-dealers of approximately 2,742 

hours.21 The Commission further 

estimates that broker-dealers will incur 

9 hours of burden per issuance of 

municipal securities to determine 

whether issuers or obligated persons 

have failed to comply, in all material 

respects, with any previous 

undertakings in a written contract or 

agreement specified in paragraph 

(b)(5)(i) of Rule 15c2–12, resulting in an 

annual burden on broker-dealers of 

98,712 hours.22

Finally, Rule 15c2–12 imposes 

ongoing recordkeeping burdens on the 

MSRB. The Commission estimates that 

the total annual burden on the MSRB to 

comply with Rule 15c2–12 is 22,000 


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Federal Register / Vol. 89, No. 217 / Friday, November 8, 2024 / Notices 88845 

23 $19,254,000 (estimated total annual cost 

burden for issuers) + $1,238,000 (estimated total 

annual cost burden for the MSRB) = $20,492,000. 

24 28,000 (number of issuers subject to continuing 

disclosure agreements) × 0.65 (percentage of issuers 

that may use designated agents) = 18,200 issuers 

that may use designated agents. 18,200 × $970 

(estimated average annual cost for issuer’s use of 

designated agent under Rule 15c2–12) = 

$17,654,000. 

25 1,000 (estimated number of event notices 

requiring outside counsel) × 4 (estimated number of 

hours for outside attorney to assist in the 

preparation of such event notice) x $400 (hourly 

wage for an outside attorney) = $1,600,000. The 

Commission recognizes that the costs of retaining 

outside professionals may vary depending on the 

nature of the professional services, but for purposes 

of this PRA analysis we estimate that costs of 

outside counsel would be an average of $400 per 

hour. 

26 $17,654,000 (estimated annual cost for issuer’s 

use of designated agent to submit filings) + 

$1,600,000 (estimated annual cost for issuers to 

employ outside counsel in the examination, 

preparation, and filing of certain event notices) = 

$19,254,000. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

hours. Based on estimates provided by 

the MSRB, the Commission estimates 

that, over the last three years, the MSRB 

has incurred an annual burden of 

approximately 22,000 hours to collect, 

index, store, retrieve, and make 

available the pertinent continuing 

disclosure documents under Rule 15c2– 

12. Accordingly, the Commission 

estimates that the MSRB will incur an 

annual burden of 22,000 hours to 

collect, index, store, retrieve and make 

available the pertinent documents under 

Rule 15c2–12 each year over the next 

three years. 

With respect to cost burdens, the 

Commission estimates that 18,200 

issuers and the MSRB will spend a total 

of $20,492,000 complying with Rule 

15c2–12 over the next three years.23 The 

Commission estimates that, over the 

next three years, up to 65% of issuers 

subject to continuing disclosure 

agreements—approximately 18,200 

issuers—may use the services of 

designated agents to submit some or all 

of their continuing disclosure 

documents to the MSRB. The 

Commission estimates that the average 

annual cost for an issuer’s use of a 

designated agent is $970 each year. 

Therefore, the Commission estimates 

that the average total annual cost that 

may be incurred by issuers that use the 

services of a designated agent will be 

$17,654,000.24 In addition, the 

Commission estimates that issuers will 

retain outside counsel to assist with 

filing approximately 1,000 event notices 

in each of the next three years. The 

Commission further believes that, for 

those 1,000 complex event notices in 

which issuers and obligated persons 

seek assistance from outside counsel, 

one-half of the burden of preparation of 

the event notices will be carried by 

issuers internally (four hours), and the 

other half of the burden will be carried 

by outside professionals retained by the 

issuer (four hours). The Commission 

further estimates that the average hourly 

cost for an issuer’s use of outside 

counsel is $400 per hour. Therefore, the 

Commission estimates the average total 

annual cost incurred by issuers to retain 

outside counsel to assist in the 

evaluation and preparation of certain 

event notices will be $1,600,000.25

Thus, the total estimated cost to issuers 

to comply with the rule is 

$19,254,000.26

Finally, based on recently obtained 

data provided by the MSRB, the 

Commission estimates that the MSRB 

will incur total annual costs of 

approximately $1,238,000 to operate the 

continuing disclosure service for the 

MSRB’s Electronic Municipal Market 

Access (‘‘EMMA’’) system, including 

hardware, software, and external thirdparty costs such as cloud service 

provider costs. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

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 by 

January 7, 2025. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Austin Gerig, Director/Chief Data 

Officer, Securities and Exchange 

Commission, c/o Tanya Ruttenberg, 100 

F Street NE, Washington, DC 20549, or 

send an email to: PRA_Mailbox@

sec.gov. 

Dated: November 4, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–25923 Filed 11–7–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101509; File No. SR– 

CBOE–2024–049] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fee 

Schedule 

November 4, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

22, 2024, Cboe Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘Cboe Options’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe Exchange, Inc. (the ‘‘Exchange’’ 

or ‘‘Cboe Options’’) proposes to amend 

its Fee Schedule. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://www.cboe.com/ 

AboutCBOE/ 

CBOELegalRegulatoryHome.aspx), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 


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