Federal Register / Vol. 87, No. 93 / Friday, May 13, 2022 / Notices 29415 

extension of the previously approved 

collection of information provided for in 

Rule 17Ad–11 (17 CFR 240.17Ad–11), 

under the Securities Exchange Act of 

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

Rule 17Ad–11 requires every 

registered recordkeeping transfer agent 

to report certain information to issuers 

and its appropriate regulatory agency in 

the event that the aggregate market 

value of an ‘‘aged record difference’’ 

exceeds certain thresholds. A ‘‘record 

difference’’ occurs when the number of 

shares or principal dollar amount of 

securities in an issuer’s records do not 

equal those in the master securityholder 

file as indicated, for instance, on 

certificates presented to the transfer 

agent for purchase, redemption or 

transfer. An ‘‘aged record difference’’ is 

a record difference that has existed for 

more than 30 calendar days. In addition, 

the rule requires every registered 

recordkeeping transfer agent to report 

certain information to issuers and its 

appropriate regulatory agency 

concerning buy-ins of all issues for 

which it acts as recordkeeping transfer 

agent. Further, the rule requires every 

registered recordkeeping transfer agent 

to report to its appropriate regulatory 

agency when it has failed to post 

certificate detail to the master 

securityholder file within five business 

days of the time required by Rule 17Ad– 

10 (17 CFR 240.17Ad–10). Transfer 

agents must also maintain a copy of any 

report required under Rule 17Ad–11 for 

a period of not less than three years 

following the date of the report, the first 

year in an easily accessible place. 

Because the information required by 

Rule 17Ad–11 is already available to 

transfer agents, any collection burden 

for small transfer agents is minimal. 

Based on a review of the number of Rule 

17Ad–11 reports the Commission, the 

Comptroller of the Currency, the Board 

of Governors of the Federal Reserve 

System, and the Federal Deposit 

Insurance Corporation (collectively, the 

‘‘appropriate regulatory agencies’’) 

received since 2015, the Commission 

staff estimates that 8 respondents will 

file a total of approximately 10 reports 

annually. The Commission staff 

estimates that, on average, each report 

can be completed in 30 minutes. 

Therefore, the total annual time burden 

for the entire transfer agent industry is 

approximately 5 hours (0.5 hours × 10 

reports). Assuming an average hourly 

rate of $72 for a compliance staff 

employee at a transfer agent, the average 

total internal compliance cost for each 

report is $36. The total annual internal 

cost of compliance for the estimated 8 

respondents is thus approximately $360 

($36 per report × 10 reports). 

The retention period for the 

recordkeeping requirement under Rule 

17Ad–11 is not less than three years 

following the date of a report prepared 

pursuant to the rule. The recordkeeping 

requirement under Rule 17Ad–11 is 

mandatory to assist the Commission and 

other regulatory agencies in monitoring 

transfer agents who are not performing 

their functions promptly and accurately. 

This rule does not involve the collection 

of confidential information. 

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 by 

June 13, 2022 to (i) www.reginfo.gov/ 

public/do/PRAMain and (ii) David 

Bottom, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o John Pezzullo, 100 F 

Street NE, Washington, DC 20549, or by 

sending an email to: PRA_Mailbox@

sec.gov. 

Dated: May 9, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10287 Filed 5–12–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–057, OMB Control No. 

3235–0057] 

Submission for OMB Review; 

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: 

Regulation 14C (Commission Rules 14c–1 

through 14c–7 and Schedule 14C) 

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 this 

request for extension of the previously 

approved collection of information 

discussed below. 

Section 14(c) of the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’) operates to require issuers that do 

not solicit proxies or consents from any 

or all of the holders of record of a class 

of securities registered under Section 12 

of the Exchange Act and in accordance 

with the rules and regulations 

prescribed under Section 14(a) in 

connection with a meeting of security 

holders (including action by consent) to 

distribute to any holders that were not 

solicited an information statement 

substantially equivalent to the 

information that would be required to 

be transmitted if a proxy or consent 

solicitation were made. Regulation 14C 

(Exchange Act Rules 14c–1 through 

14c–7 and Schedule 14C) (17 CFR 

240.14c–1 through 240.14c–7 and 

240.14c–101) sets forth the requirements 

for the dissemination, content and filing 

of the information statement. We 

estimate that Schedule 14C takes 

approximately 132.058 hours per 

response and will be filed by 

approximately 569 issuers annually. In 

addition, we estimate that 75% of the 

132.058 hours per response (99.044 

hours) is prepared by the issuer for an 

annual reporting burden of 56,356 hours 

(99.044 hours per response × 569 

responses). 

An agency may conduct or sponsor, 

and a person is not required to respond 

to, a collection of information unless it 

displays a currently valid 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 June 13, 2022 to (i) 

www.reginfo.gov/public/do/PRAMain 

and (ii) David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or by sending an email to: 

PRA_Mailbox@sec.gov. 

Dated: May 9, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10301 Filed 5–12–22; 8:45 am] 

BILLING CODE 8011–01–P 


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