14068 Federal Register / Vol. 87, No. 48 / Friday, March 11, 2022 / Notices 

28 17 CFR 200.30–3(a)(12). 

1Currently, FINRA is the only registered national 

securities association. 

2 17 CFR 240.15c2–4. 

the U.S. equities markets while also 

amending those rules to provide greater 

certainty to Members and investors that 

trades will stand if executed during 

Regular Trading Hours where the LULD 

Plan provides adequate protection 

against trading at erroneous prices. The 

Exchange understands that the other 

national securities exchanges and 

FINRA will also file similar proposals, 

the substance of which are identical to 

this proposal. Thus, the proposed rule 

change will help to ensure consistency 

across SROs without implicating any 

competitive issues. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No comments were solicited or 

received on the proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CboeBZX–2022–017 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CboeBZX–2022–017. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing 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. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. 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. All 

submissions should refer to File 

Number SR–CboeBZX–2022–017 and 

should be submitted on or before April 

1, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05150 Filed 3–10–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–774, OMB Control No. 

3235–0726] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: 

Rules 300–304 of Regulation 

Crowdfunding (Intermediaries). 

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 collection of information 

provided for Rule 17Ab2–1 (17 CFR 

240.17Ab2–1) and Form CA–1: 

Registration of Clearing Agencies (17 

CFR 249b.200) under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

(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. 

Rules 300–304 of Regulation 

Crowdfunding enumerate the 

requirements with which intermediaries 

must comply to participate in the offer 

and sale of securities in reliance on 

Section 4(a)(6) of the Securities Act of 

1933 (‘‘Section 4(a)(6)’’). Rule 300 

requires an intermediary to be registered 

with the Commission as a broker or as 

a funding portal and be a member of a 

registered national securities 

association.1

Rule 301 requires intermediaries to 

have a reasonable basis for believing 

that an issuer seeking to offer and sell 

securities in reliance on Section 4(a)(6) 

through the intermediary’s platform 

complies with the requirements in 

Section 4A(b) of the Securities Act and 

the related requirements in Regulation 

Crowdfunding. Rule 302 provides that 

no intermediary or associated person of 

an intermediary may accept an 

investment commitment in a transaction 

involving the offer or sale of securities 

made in reliance on Section 4(a)(6) until 

the investor has opened an account with 

the intermediary and the intermediary 

has obtained from the investor consent 

to electronic delivery of materials. Rule 

303 requires an intermediary to make 

publicly available on its platform the 

information that an issuer of 

crowdfunding securities is required to 

provide to potential investors, in a 

manner that reasonably permits a 

person accessing the platform to save, 

download, or otherwise store the 

information, for a minimum of 21 days 

before any securities are sold in the 

offering, during which time the 

intermediary may accept investment 

commitments. Rule 303 also requires 

intermediaries to comply with the 

requirements related to the maintenance 

and transmission of funds. An 

intermediary that is a registered broker 

is required to comply with the 

requirements of Rule 15c2–4 of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) (Transmission or 

Maintenance of Payments Received in 

Connection with Underwritings).2 An 

intermediary that is a registered funding 

portal must direct investors to transmit 


lotter on DSK11XQN23PROD with NOTICES1
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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