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###### Securities and Exchange Commission

          - [SEC File No. 270-421, OMB Control No. 3235-0481]

*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 (44 U.S.C. 3501*et seq.*), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for approval of extension of the existing collection of information provided for in the following rule: Rule 15c2-8 (17 CFR 240.15c2-8), under the Securities Exchange Act of 1934 (15 U.S.C. 78a*et seq.*).                

                    Rule 15c2-8 requires broker-dealers to deliver preliminary and/or final prospectuses to certain people under certain circumstances. In connection with securities offerings generally, including initial public offerings (“IPOs”), the rule requires broker-dealers to take reasonable steps to distribute copies of the preliminary or final prospectus to anyone who makes a written request, as well as any broker-dealer who is expected to solicit purchases of the security and who makes a request. In connection with IPOs, the rule requires a broker-dealer to send a copy of the preliminary prospectus to any person who is expected to receive a confirmation of sale (generally, this means any person                           ( print page 136)                        who is expected to actually purchase the security in the offering) at least 48 hours prior to the sending of such confirmation. This requirement is sometimes referred to as the “48 hour rule.”                

Additionally, managing underwriters are required to take reasonable steps to ensure that all broker-dealers participating in the distribution of or trading in the security have sufficient copies of the preliminary or final prospectus, as requested by them, to enable such broker-dealer to satisfy their respective prospectus delivery obligations pursuant to Rule 15c2-8, as well as Section 5 of the Securities Act of 1933.

Rule 15c2-8 implicitly requires that broker-dealers collect information, as such collection facilitates compliance with the rule. There is no requirement to submit collected information to the Commission. In order to comply with the rule, broker-dealers participating in a securities offering must keep accurate records of persons who have indicated interest in an IPO or requested a prospectus, so that they know to whom they must send a prospectus.

The Commission estimates that the time broker-dealers will spend complying with the collection of information required by the rule is 24,200 hours for equity IPOs and 29,320 hours for other offerings. The Commission estimates that the total annualized cost burden (copying and postage costs) is $48,400,000 for IPOs and $1,172,800 for other offerings.

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 to (i)                     *MBX.OMB.OIRA.SEC_desk_officer@omb.eop.gov*                     and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John R. Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending an email to:                     *PRA_Mailbox@sec.gov.*

Dated: December 28, 2021.

J. Matthew DeLesDernier,

Assistant Secretary.

[FR Doc. 2021-28428 Filed 12-30-21; 8:45 am]

BILLING CODE 8011-01-P