Federal Register / Vol. 87, No. 48 / Friday, March 11, 2022 / Notices 14069 

1 15 U.S.C. 78m(f). 

2 15 U.S.C. 78a et seq. 3 17 CFR 240.13f–1. 

4 17 CFR 249.325. 

5This estimate is based on the last time the rule’s 

information collection was submitted for PRA 

renewal in 2018. 

6See Electronic Submission of Applications for 

Orders under the Advisers Act and the Investment 

Company Act, Confidential Treatment Requests for 

Filings on Form 13F, and Form ADV–NR; 

Amendments to Form 13F, Investment Company 

Release No. (Nov. 4, 2021). 

the money or other consideration 

directly to a qualified third party that 

has agreed in writing to hold the funds 

for the benefit of, and to promptly 

transmit or return the funds to, the 

persons entitled thereto in accordance 

with Regulation Crowdfunding. 

The rules also require intermediaries 

to implement and maintain systems to 

comply with the information disclosure, 

communication channels, and investor 

notification requirements. These 

requirements include providing 

disclosure about compensation at 

account opening (Rule 302), obtaining 

investor acknowledgements to confirm 

investor qualifications and review of 

educational materials (Rule 303), 

providing investor questionnaires (Rule 

303), providing communication 

channels with third parties and among 

investors (Rule 303), notifying investors 

of investment commitments (Rule 303), 

confirming completed transactions 

(Rule 303) and confirming or 

reconfirming offering cancellations 

(Rule 304). 

The Commission staff estimates that 

there will be 136 intermediaries engaged 

in crowdfunding activity and therefore 

subject to Rules 300–304. The 

Commission staff estimates the 

annualized industry burden will be 

38,317 hours to comply with Rules 300– 

304. The Commission staff further 

estimates that the costs associated with 

complying with Rules 300–304 will be 

a total amount of $18,750,000. 

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 to be 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 by May 10, 2022. 

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: David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: March 8, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05200 Filed 3–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–22, OMB Control No. 

3235–0006] 

Proposed Collection; Comment 

Request, Extension: Form 13F 

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 (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Section 13(f) 1 of the Securities 

Exchange Act of 1934 2 (the ‘‘Exchange 

Act’’) empowers the Commission to: (1) 

Adopt rules that create a reporting and 

disclosure system to collect specific 

information; and (2) disseminate such 

information to the public. Rule 13f–1 3

under the Exchange Act requires 

institutional investment managers that 

exercise investment discretion over 

accounts that have in the aggregate a fair 

market value of at least $100,000,000 of 

certain U.S. exchange-traded equity 

securities, as set forth in rule 13f–1(c), 

to file quarterly reports with the 

Commission on Form 13F.4

The information collection 

requirements apply to institutional 

investment managers that meet the $100 

million reporting threshold. Section 

13(f)(6)(A) of the Exchange Act defines 

an ‘‘institutional investment manager’’ 

as any person, other than a natural 

person, investing in or buying and 

selling securities for its own account, 

and any person exercising investment 

discretion with respect to the account of 

any other person. Rule 13f–1(b) under 

the Exchange Act defines ‘‘investment 

discretion’’ for purposes of Form 13F 

reporting. 

The reporting system required by 

Section 13(f) of the Exchange Act is 

intended, among other things, to create 

in the Commission a central repository 

of historical and current data about the 

investment activities of institutional 

investment managers, and to improve 

the body of factual data available to 

regulators and the public. 

The currently approved burden 

estimates include a total hour burden of 

472,521.6 hours, with an internal cost 

burden of $31,186,425.60, to comply 

with Form 13F.5 Consistent with a 

recent rulemaking proposal that made 

adjustments to these estimates due 

primarily to the Commission’s belief 

that the currently approved estimates do 

not appropriately reflect the information 

collection costs associated with Form 

13F,6 the table below reflects the revised 

estimates. 


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14070 Federal Register / Vol. 87, No. 48 / Friday, March 11, 2022 / Notices 

TABLE—FORM 13F CURRENT AND REVISED BURDEN ESTIMATES

Initial 

hours Annual hours Wage rate Internal time cost External costs 1

Revisions to Current PRA Burden Estimates 

Revised Burdens for 13F–HR Filings 

Current estimated annual burden of Form 

13F–HR per filer.

................ 80.8 hours ................... × $66 2 ............................ $5,332.80.

Revised current annual 

estimated burden 

per filer.

................ 10 hours 3 ................... × $202.50 (blended rate 

for senior programmer and compliance clerk) 4.

$2,025 ......................... $789 6

1 hour 3 ....................... ........ $368 (compliance attorney rate) 5.$368.

Total revised estimated burden per 

filer.

................ 11 hours ...................... ........ ..................................... $2,393 ......................... $789 

Number of filers .......... ................ 5,466 filers 7 ................ ........ ..................................... 5,466 filers .................. 5,466 filers 

Revised current annual 

burden of Form 

13F–HR filings.

................ 60,126 hours ............... ........ ..................................... $13,080,138 ................ $4,312,674 

Revised Burdens for 13F–NT Filings 

Current estimated annual burden of Form 

13F–NT.

................ 80.8 hours.

Revised current annual 

burden of Form 

13F–NT per filer.

................ 4 hours ........................ × $71 (wage rate for 

compliance clerk).

$284 ............................ $300 

Number of filers .......... ................ 1,535 filers 8 ................ ........ ..................................... 1,535 filers .................. 1,535 filers 

6,140 hours ................. ........ ..................................... $435,940 ..................... $460,500 

Revised Burdens for Form 13F Amendment Filings 

Current estimated burden per amendment 

filing.

................ 4 hours ........................ ........ $66.00 ......................... $264.

Revised current estimated burden per 

amendment.

................ 3.5 hours 9 .................. × $202.50 (blended rate 

for senior programmer and compliance clerk).

$708.75 ....................... $300 

0.5 hour 9 .................... ........ $368 (compliance attorney rate).$184.

Total revised estimates 

burden per amendment.

................ 4 hours ........................ ........ ..................................... $892.75 ....................... $300 

Number of amendments................. 244 amendments 10 .... ........ ..................................... 244 amendments ........ 244 amendments 

Revised current annual 

estimated burden of 

all amendments.

................ 976 hours .................... ........ ..................................... $217,831 ..................... $73,200 

Total Estimated Form 13F Burden 

Currently approved 

burden estimates.

472,521.6 hours ........ ..................................... $31,186,425.60 ........... $0 


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Federal Register / Vol. 87, No. 48 / Friday, March 11, 2022 / Notices 14071 

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

2 17 CFR 240.19b–4. 

TABLE—FORM 13F CURRENT AND REVISED BURDEN ESTIMATES—Continued 

Initial 

hours Annual hours Wage rate Internal time cost External costs 1

Revised current burden estimates.67,242 hours ........ ..................................... $13,733,909 ................ $4,846,374 

Notes: 

1The external costs of complying with Form 13F can vary among filers. Some filers use third-party vendors for a range of services in connection with filing reports on Form 13F, while other filers use vendors for more limited purposes such as providing more user-friendly versions of the 

list of section 13(f) Securities. For purposes of the PRA, we estimate that each filer will spend an average of $300 on vendor services each year 

in connection with the filer’s four quarterly reports on Form 13F–HR or Form 13F–NT, as applicable, in addition to the estimated vendor costs associated with any amendments. In addition, some filers engage outside legal services in connection with the preparation of requests for confidential treatment or analyses regarding possible requests, or in connection with the form’s disclosure requirements. For purposes of the PRA, we estimate that each manager filing reports on Form 13F–HR will incur $489 for one hour of outside legal services each year. 2 $66 was the estimated wage rate for a compliance clerk in 2018. 

3The estimate reduces the total burden hours associated with complying with the reporting requirements of Form 13F–HR from 80.8 to 11 

hours. We believe that this reduction adequately reflects the reduction in the time managers spend complying with Form 13F–HR as a result of 

advances in technology that have occurred since Form 13F was adopted. The revised estimate also assumes that an in-house compliance attorney would spend 1 hour annually on the preparation of the filing, as well as determining whether a 13(f) Confidential Treatment Request should 

be filed. The remaining 10 hours would be divided equally between a senior programmer and compliance clerk. 4The $202.50 wage rate reflects current estimates of the blended hourly rate for an in-house senior programmer ($334) and in-house compliance clerk ($71). $202.50 is based on the following calculation: ($334 + $71)/2 = $202.50. The $334 per hour figure for a senior programmer is 

based on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association’s Office Salaries in 

the Securities Industry 2013 (‘‘SIFMA Report’’), modified by Commission staff to account for an 1800-hour work-year and inflation, and multiplied 

by 5.35 to account for bonuses, firm size, employee benefits and overhead. The $71 per hour figure for a compliance clerk is based on salary information from the SIFMA Report, modified by Commission staff to account for an 1800-hour work-year and inflation, and multiplied by 2.93 to 

account for bonuses, firm size, employee benefits and overhead. 5The $368 per hour figure for a compliance attorney is based on salary information for the securities industry compiled by the Securities Industry and Financial Markets Association’s Office Salaries in the Securities Industry 2013 (‘‘SIFMA Report’’), modified by Commission staff to account for an 1800-hour work-year and inflation, and multiplied by 5.35 to account for bonuses, firm size, employee benefits and overhead. 6 $789 includes an estimated $300 paid to a third-party vendor in connection with the Form 13F–HR filing as well as an estimated $489 for one 

hour of outside legal services. We estimate that Form 13F–HR filers will require some level of external legal counsel in connection with these filings. 7This estimate is based on the number of 13F–HR filers as of December 2019. 

8This estimate is based on the number of Form 13F–NT filers as of December 2019. 

9The revised estimate assumes that an in-house compliance attorney would spend 0.5 hours annually on the preparation of the filing amendment, as well as determining whether a 13(f) Confidential Treatment Request should be filed. The remaining 3.5 hours would be divided equally 

between a senior programmer and compliance clerk. 10This estimate is based on the number of Form 13F amendments filed as of December 2019. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

is not derived from a comprehensive or 

even a representative survey or study of 

the costs of Commission rules. An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information unless it 

displays a currently valid control 

number. 

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 in 

writing within 60 days of this 

publication by May 10, 2022. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: March 8, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05201 Filed 3–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94370; File No. SR– 

NASDAQ–2022–017] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Modify Equity 4, Section 4120 To Add 

Categories of Regulatory and 

Operational Halts, To Reorganize the 

Remaining Text of the Rule, and To 

Make Conforming Changes to Related 

Rules 

March 7, 2022. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on February 

22, 2022, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I and 

II 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 

The Exchange proposes to modify 

Equity 4, Section 4120 to add categories 

of regulatory and operational halts and 

to reorganize the remaining text of the 

rule, and to make conforming changes to 

related rules. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 


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