Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices 41529 

1 54,121 (annual number of event notices) × 4 

(average estimate of hours needed to prepare and 

submit each) + 61,964 (annual number of annual 

filings) × 7 (average estimate of hours needed to 

prepare and submit each) + 3,597 (annual number 

of failure to file notices) × 2 (average estimate of 

hours needed to prepare and submit each) = 

657,426 hours. 657,426 hours (estimated total 

annual burden on issuers) + 25,000 (estimated total 

annual MSRB burden) + 115,255 (estimated total 

annual burden on broker-dealers) = 797,681 hours. 

2 28,000 (number of issuers) × .65 (percentage of 

issuers that may use designated agents) × $850 

(estimated average annual cost for issuer’s use of 

designated agent to submit filings to the Rule) = 

$15,470,000. 

3 1,100 (estimate of number of event notices 

requiring outside counsel) × 4 (estimated number of 

hours for outside attorney to assist in the 

preparation of such event notice) × $400 (hourly 

wage for an outside attorney) = $1,760,000. 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. 

4 $15,470,000 (estimated total cost for issuer’s use 

of designated agent to submit filings) + $1,760,000 

(estimated total cost for issuer to employ outside 

counsel in the examination, preparation, and filing 

of certain event notices) = $17,230,000. 

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). 

obligated person to make a submission 

required by a continuing disclosure 

agreement (‘‘failure to file notices’’). 

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. 

Municipal offerings of less than $1 

million are exempt from the rule, 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. 

It is estimated that approximately 

28,000 issuers, 250 broker-dealers and 

the MSRB will spend a total of 797,681 

hours per year complying with Rule 

15c2–12.1 Based on data from the MSRB 

through December 2020, issuers 

annually submit approximately 61,964 

annual filings to the MSRB. Commission 

staff estimates that an issuer will require 

approximately seven hours to prepare 

and submit annual filings to the MSRB. 

Therefore, the total annual burden on 

issuers to prepare and submit 61,964 

annual filings to the MSRB is estimated 

to be 433,748 hours. Based on data from 

the MSRB through December 2020, 

issuers annually submit approximately 

54,121 event notices to the MSRB. 

Commission staff estimates that an 

issuer will require approximately four 

hours to prepare and submit event 

notices to the MSRB. Therefore, the total 

annual burden on issuers to prepare and 

submit 54,121 event notices to the 

MSRB is estimated to be 216,484 hours. 

Based on data from the MSRB through 

December 2020, issuers annually submit 

approximately 3,597 failure to file 

notices to the MSRB. Commission staff 

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 

3,597 failure to file notices to the MSRB 

is estimated to be 7,194 hours. 

Commission staff estimates that the total 

annual burden on broker-dealers to 

comply with Rule 15c2–12 is 115,255 

hours. Finally, Commission staff 

estimates that the MSRB will incur an 

annual burden of 25,000 hours to 

collect, index, store, retrieve and make 

available the pertinent documents under 

Rule 15c2–12. 

The Commission estimates that up to 

65% of issuers may use designated 

agents to submit some or all of their 

continuing disclosure documents to the 

MSRB. 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 

$15,470,000.2 Further, the Commission 

estimates that issuers will retain outside 

counsel to assist with filing 

approximately 1,100 event notices. 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 $1,760,000.3 Thus, 

the total estimated cost to issuers to 

comply with the rule is $17,230,000.4

The Commission estimates that the 

MSRB will incur total annual costs of 

$670,000 to operate the continuing 

disclosure service for the MSRB’s 

Electronic Municipal Market Access 

(‘‘EMMA’’) system. 

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 within 60 days of this 

publication. 

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 Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16404 Filed 7–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–098, OMB Control No. 

3235–0081] 

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: 

Rule 12d2–1 

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 12d2–1(17 CFR 

240.12d2–1) under the Securities 

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

seq.) (‘‘Act’’). The Commission plans to 

submit this existing collection of 

information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

On February 12, 1935, the 

Commission adopted Rule 12d2–1 1(’’ 

Suspension of Trading’’) to establish the 

procedures by which a national 

securities exchange may suspend from 

trading a security that is listed and 

registered on the exchange under 

Section 12(d) of the Act.2 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 


khammond on DSKJM1Z7X2PROD with NOTICES
41530 Federal Register / Vol. 86, No. 145 / Monday, August 2, 2021 / Notices 

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 878 figure was calculated by averaging the 

numbers for compliance in 2019 and 2020, which 

are 822 and 933, respectively. 

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 Market, and NYSE 

American LLC than on the other 

exchanges.5 There are approximately 

878 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, 439 annual burden 

hours for all exchanges. The related 

internal compliance costs associated 

with these burden hours are $98,354 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 

Commission, 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. 

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 Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16410 Filed 7–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–348, OMB Control No. 

3235–0394] 

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: 

Rule 15g–5 

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 15g–5—Disclosure 

of Compensation to Associated Persons 

in Connection with Penny Stock 

Transactions—(17 CFR 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 178 broker-dealers will 

spend an average of approximately 87 

hours annually to comply with the rule. 

Thus, the total time burden is 

approximately 15,486 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 

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. 

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 Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 28, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16403 Filed 7–30–21; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 11475] 

60-Day Notice of Proposed Information 

Collection: Six Directorate of Defense 

Trade Controls (DDTC) Information 

Collections 

ACTION: Notice of request for public 

comments. 


khammond on DSKJM1Z7X2PROD with NOTICES