Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 31041 

9 In particular, the ICE proposal increased ICE’s 

total number of authorized shares of ICE common 

stock in order to effectuate a 5-for-1 stock split by 

way of a stock dividend. See Securities Exchange 

Act Release No. 78992 (September 29, 2016), 81 FR 

69092 (October 5, 2016) (SR–NYSE–2016–57, SR– 

NYSEArca–2016–119, and SR–NYSEMKT–2016– 

80) (hereinafter, ‘‘ICE Approval’’). 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 12 17 CFR 200.30–3(a)(12). 

sufficient to allow Nasdaq to effectuate 

the Stock Dividend, the proposed rule 

change will facilitate broader ownership 

of Nasdaq. 

The Exchange also notes that the 

proposed rule change is substantially 

similar to a prior proposal by 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

which is the holding company for three 

national securities exchanges, including 

the New York Stock Exchange. The ICE 

proposal amended ICE’s Certificate of 

Incorporation to effectuate a similar 

stock split as proposed by the Exchange 

herein.9 As such, the Exchange does not 

believe that its proposal raises any new 

or novel issues not already considered 

by the Commission. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Because the proposed rule change 

relates solely to the number of 

authorized shares of Common Stock and 

shares of capital stock of the Company 

and not to the operations of the 

Exchange, the Exchange does not 

believe that the proposed rule change 

will impose any burden on competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 10 and Rule 19b– 

4(f)(6) thereunder.11

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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– 

NASDAQ–2022–034 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–NASDAQ–2022–034. 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–NASDAQ–2022–034 and 

should be submitted on or before June 

10, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10803 Filed 5–19–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–644, OMB Control No. 

3235–0692] 

Submission for OMB Review; 

Comment Request; Extension: 

Regulation S–ID 

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’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

Regulation S–ID (17 CFR 248), 

including the information collection 

requirements thereunder, is designed to 

better protect investors from the risks of 

identity theft. Under Regulation S–ID, 

SEC-regulated entities are required to 

develop and implement reasonable 

policies and procedures to identify, 

detect, and respond to relevant red flags 

(the ‘‘Identity Theft Red Flags Rules’’) 

and, in the case of entities that issue 

credit or debit cards, to assess the 

validity of, and communicate with 

cardholders regarding, address changes. 

Section 248.201 of Regulation S–ID 

includes the following information 

collection requirements for each SECregulated entity that qualifies as a 

‘‘financial institution’’ or ‘‘creditor’’ 

under Regulation S–ID and that offers or 

maintains covered accounts: (i) Creation 

and periodic updating of an identity 

theft prevention program (‘‘Program’’) 

that is approved by the board of 

directors, an appropriate committee 

thereof, or a designated senior 


khammond on DSKJM1Z7X2PROD with NOTICES
31042 Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 

1 This estimate is based on the following 

calculation: 2 hours × $455 (hourly rate for internal 

counsel) = $910. See infra note 2 (discussing the 

methodology for estimating the hourly rate for 

internal counsel). 

2 SEC staff estimates that, of the 29 hours 

incurred to develop and obtain board approval of 

a Program and train the financial institution’s or 

creditor’s staff, 10 hours will be spent by internal 

counsel at an hourly rate of $455, 17 hours will be 

spent by administrative assistants at an hourly rate 

of $89, and 2 hours will be spent by the board of 

directors as a whole at an hourly rate of $4,770. 

Thus, the estimated $15,603 in additional costs is 

based on the following calculation: (10 hours × 

$455 = $4,550) + (17 hours × $89 = $1,513) + (2 

hours × $4,770 = $9,540) = $15,603. 

The cost estimate for internal counsel is derived 

from SIFMA’s Management & Professional Earnings 

in the Securities Industry 2013, modified to account 

for an 1800-hour work-year and multiplied by 5.35 

to account for bonuses, entity size, employee 

benefits, and overhead, and adjusted for inflation. 

The cost estimate for administrative assistants is 

derived from SIFMA’s Office Salaries in the 

Securities Industry 2013, modified to account for an 

1800-hour work-year and multiplied by 2.93 to 

account for bonuses, entity size, employee benefits, 

and overhead, and adjusted for inflation. The cost 

estimate for the board of directors is derived from 

estimates made by SEC staff regarding typical board 

size and compensation that is based on information 

received from fund representatives and publiclyavailable sources, and adjusted for inflation. 

3 Based on a review of new registrations typically 

filed with the SEC each year, SEC staff estimates 

that approximately 1,277 investment advisers, 109 

broker dealers, 34 investment companies, and 2 

ESCs typically apply for registration with the SEC 

or otherwise are newly formed each year, for a total 

of 1,422 entities that could be financial institutions 

or creditors. Of these, staff estimates that all of the 

investment companies, ESCs, and broker-dealers are 

likely to qualify as financial institutions or 

creditors, and 33% of investment advisers (or 426) 

are likely to qualify. See Identity Theft Red Flags, 

Investment Company Act Release No. 30456 (Apr. 

10, 2013) (‘‘Adopting Release’’) at n.190 (discussing 

the staff’s analysis supporting its estimate that 33% 

of investment advisers are likely to qualify as 

financial institutions or creditors). We therefore 

estimate that a total of 571 total financial 

institutions or creditors will bear the initial onetime burden of assessing covered accounts under 

Regulation S–ID. 

4 These estimates are based on the following 

calculations: 571 entities × 2 hours = 1,142 hours; 

571 entities × $910 = $519,610. 

5 In the Proposing Release, the SEC requested 

comment on the estimate that approximately 90% 

of all financial institutions and creditors maintain 

covered accounts; the SEC received no comments 

on this estimate. 

6 These estimates are based on the following 

calculations: 514 financial institutions and creditors 

that maintain covered accounts × 29 hours = 14,906 

hours; 514 financial institutions and creditors that 

maintain covered accounts × $15,603 = $8,019,942. 

7 These estimates are based on the following 

calculations: 1,142 hours + 14,906 hours = 16,048 

hours; $519,610 + $8,019,942 = $8,539,552. 

8 This estimate is based on the following 

calculation: 1 hour × $455 (hourly rate for internal 

counsel) = $455. See supra note 2 (discussing the 

methodology for estimating the hourly rate for 

internal counsel). 9 Staff estimates that, of the 9.5 hours incurred 

to prepare and present the annual report to the 

board and periodically review and update the 

Program, 8.5 hours will be spent by internal counsel 

at an hourly rate of $455, and 1 hour will be spent 

by the board of directors as a whole at an hourly 

rate of $4,770. Thus, the estimated $7,874 in 

additional annual costs is based on the following 

calculation: (8.5 hours × $455 = $3,868) + (1 hour 

× $4,770 = $4,770) = $8,638. See supra note 2 

(discussing the methodology for estimating the 

hourly rate for internal counsel and the board of 

directors). 

10 Based on a review of entities that the SEC 

regulates, SEC staff estimates that, as of September 

30, 2021, there are approximately 14,705 

investment advisers, 3,533 broker-dealers, 1,380 

active open-end investment companies, and 100 

ESCs. Of these, staff estimates that all of the brokerdealers, open-end investment companies and ESCs 

are likely to qualify as financial institutions or 

creditors. We also estimate that approximately 33% 

of investment advisers, or 4,902 investment 

advisers, are likely to qualify. See Adopting 

Release, supra note 3, at n.190 (discussing the 

staff’s analysis supporting its estimate that 33% of 

investment advisers are likely to qualify as financial 

institutions or creditors). We therefore estimate that 

a total of 9,915 financial institutions or creditors 

will bear the ongoing burden of assessing covered 

accounts under Regulation S–ID. (The SEC staff 

estimates that the other types of entities that are 

covered by the scope of the SEC’s rules will not be 

financial institutions or creditors and therefore will 

not be subject to the rules’ requirements.) 

The estimates of 9,915 hours and $3,784,800 are 

based on the following calculations: 9,915 financial 

institutions and creditors × 1 hour = 9,915 hours; 

9,915 financial institutions and creditors × $455 = 

$4,511,325. 

management employee; (ii) periodic 

staff reporting to the board of directors 

on compliance with the Identity Theft 

Red Flags Rules and related guidelines; 

and (iii) training of staff to implement 

the Program. Section 248.202 of 

Regulation S–ID includes the following 

information collection requirements for 

each SEC-regulated entity that is a credit 

or debit card issuer: (i) Establishment of 

policies and procedures that assess the 

validity of a change of address 

notification if a request for an additional 

or replacement card on the account 

follows soon after the address change; 

and (ii) notification of a cardholder, 

before issuance of an additional or 

replacement card, at the previous 

address or through some other 

previously agreed-upon form of 

communication, or alternatively, 

assessment of the validity of the address 

change request through the entity’s 

established policies and procedures. 

SEC staff estimates of the hour 

burdens associated with section 248.201 

under Regulation S–ID include the onetime burden of complying with this 

section for newly-formed SEC-regulated 

entities, as well as the ongoing costs of 

compliance for all SEC-regulated 

entities. All newly-formed financial 

institutions and creditors would be 

required to conduct an initial 

assessment of covered accounts, which 

SEC staff estimates would entail a onetime burden of 2 hours. Staff estimates 

that this burden would result in a cost 

of $910 to each newly-formed financial 

institution or creditor.1 To the extent a 

financial institution or creditor offers or 

maintains covered accounts, SEC staff 

estimates that the financial institution 

or creditor would also incur a one-time 

burden of 25 hours to develop and 

obtain board approval of a Program, and 

a one-time burden of 4 hours to train the 

financial institution’s or creditor’s staff, 

for a total of 29 additional burden hours. 

Staff estimates that these burdens would 

result in additional costs of $15,603 for 

each financial institution or creditor 

that offers or maintains covered 

accounts.2

SEC staff estimates that approximately 

571 SEC-regulated financial institutions 

and creditors are newly formed each 

year.3 Each of these 571 entities will 

need to conduct an initial assessment of 

covered accounts, for a total of 1,142 

hours at a total cost of $519,610.4 Of 

these 571 entities, staff estimates that 

approximately 90% (or 514) maintain 

covered accounts.5 Accordingly, staff 

estimates that the additional initial 

burden for SEC-regulated entities that 

are likely to qualify as financial 

institutions or creditors and maintain 

covered accounts is 14,906 hours at an 

additional cost of $8,019,942.6 Thus, the 

total initial estimated burden for all 

newly-formed SEC-regulated entities is 

16,048 hours at a total estimated cost of 

$8,539,552.7

Each financial institution and creditor 

would be required to conduct periodic 

assessments to determine if the entity 

offers or maintains covered accounts, 

which SEC staff estimates would entail 

an annual burden of 1 hour per entity. 

Staff estimates that this burden would 

result in an annual cost of $455 to each 

financial institution or creditor.8 To the 

extent a financial institution or creditor 

offers or maintains covered accounts, 

staff estimates that the financial 

institution or creditor also would incur 

an annual burden of 2.5 hours to 

prepare and present an annual report to 

the board, and an annual burden of 7 

hours to periodically review and update 

the Program (including review and 

preservation of contracts with service 

providers, as well as review and 

preservation of any documentation 

received from service providers). Staff 

estimates that these burdens would 

result in additional annual costs of 

$8,638 for each financial institution or 

creditor that offers or maintains covered 

accounts.9

SEC staff estimates that there are 

9,915 SEC-regulated entities that are 

either financial institutions or creditors, 

and that all of these will be required to 

periodically review their accounts to 

determine if they offer or maintain 

covered accounts, for a total of 9,915 

hours for these entities at a total cost of 

$4,511,325.10 Of these 9,915 entities, 


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Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 31043 

11 See supra note 5 and accompanying text. If a 

financial institution or creditor does not maintain 

covered accounts, there would be no ongoing 

annual burden for purposes of the PRA. 

12 These estimates are based on the following 

calculations: 8,924 financial institutions and 

creditors that maintain covered accounts × 9.5 

hours = 84,778 hours; 8,924 financial institutions 

and creditors that maintain covered accounts × 

$8,638 = $77,085,512. 

13 These estimates are based on the following 

calculations: 9,915 hours + 84,778 hours = 94,693 

hours; $4,511,325 + $77,085,512 = $81,596,837. 

14 § 248.202(a). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 94697 

(April 12, 2022), 87 FR 23000. 

4 17 CFR 200.30–3(a)(12). 

staff estimates that approximately 90 

percent, or 8,924, maintain covered 

accounts, and thus will need the 

additional burdens related to complying 

with the rules.11 Accordingly, staff 

estimates that the additional annual 

burden for SEC-regulated entities that 

qualify as financial institutions or 

creditors and maintain covered accounts 

is 84,778 hours at an additional cost of 

$77,085,512.12 Thus, the total estimated 

ongoing annual burden for all SECregulated entities is 94,693 hours at a 

total estimated annual cost of 

$81,596,837.13

The collections of information 

required by section 248.202 will apply 

only to SEC-regulated entities that issue 

credit or debit cards.14 SEC staff 

understands that SEC-regulated entities 

generally do not issue credit or debit 

cards, but instead partner with other 

entities, such as banks, that issue cards 

on their behalf. These other entities, 

which are not regulated by the SEC, are 

already subject to substantially similar 

change of address obligations pursuant 

to the Agencies’ identity theft red flags 

rules. Therefore, staff does not expect 

that any SEC-regulated entities will be 

subject to the information collection 

requirements of section 248.202, and 

accordingly, staff estimates that there is 

no hour or cost burden for SECregulated entities related to section 

248.202. 

In total, SEC staff estimates that the 

aggregate annual information collection 

burden of Regulation S–ID is 110,741 

hours (16,048 hours + 94,693 hours). 

This estimate of burden hours is made 

solely for the purposes of the Paperwork 

Reduction Act and is not derived from 

a quantitative, comprehensive, or even 

representative survey or study of the 

burdens associated with Commission 

rules and forms. Compliance with 

Regulation S–ID, including compliance 

with the information collection 

requirements thereunder, is mandatory 

for each SEC-regulated entity that 

qualifies as a ‘‘financial institution’’ or 

‘‘creditor’’ under Regulation S–ID (as 

discussed above, certain collections of 

information under Regulation S–ID are 

mandatory only for financial 

institutions or creditors that offer or 

maintain covered accounts). Responses 

will not be kept confidential. 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. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: 

Lindsay.M.Abate@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 send an email to: PRA_

Mailbox@sec.gov. Written comments 

and recommendations for the proposed 

information collection should be sent 

within 30 days of publication June 21, 

2022 of this notice to www.reginfo.gov/ 

public/do/PRAMain. Find this 

particular information collection by 

selecting ‘‘Currently under 30-day 

Review—Open for Public Comments’’ or 

by using the search function. 

Dated: May 16, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10814 Filed 5–19–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94916; File No. SR– 

EMERALD–2022–12] 

Self-Regulatory Organizations; MIAX 

Emerald, LLC; Notice of Withdrawal of 

Proposed Rule Change To Amend the 

MIAX Emerald Fee Schedule To Adopt 

Fees for the High Precision Network 

Time Signal Service 

May 16, 2022. 

On March 30, 2022, MIAX Emerald, 

LLC (‘‘MIAX Emerald’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 1 and Rule 19b– 

4 thereunder,2 a proposed rule change 

to amend the Exchange’s fee schedule to 

adopt fees for the High Precision 

Network Time Signal Service. The 

proposed rule change was published for 

comment in the Federal Register on 

April 18, 2022.3

On May 5, 2022, the Exchange 

withdrew the proposed rule change 

(SR–EMERALD–2022–12). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.4

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10801 Filed 5–19–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the Securities and 

Exchange Commission will hold an 

Open Meeting on Wednesday, May 25, 

2022 at 1:00 p.m. 

PLACE: The meeting will be webcast on 

the Commission’s website at 

www.sec.gov. 

STATUS: The meeting will begin at 1:00 

p.m. (ET) and will be open to the public 

via webcast on the Commission’s 

website at www.sec.gov. 

MATTERS TO BE CONSIDERED: 

1. The Commission will consider 

whether to propose amendments to the 

rule under the Investment Company Act 

that addresses investment company 

names that are likely to mislead 

investors about an investment 

company’s investments and risks. The 

amendments the Commission will 

consider also include enhanced 

prospectus disclosure requirements for 

terminology used in investment 

company names, as well as public 

reporting regarding compliance with the 

new names-related requirements. 

2. The Commission also will consider 

whether to propose amendments to 

rules and reporting forms for registered 

investment advisers, certain advisers 

exempt from registration, registered 

investment companies, and business 

development companies to provide 

standardized environmental, social, and 

governance (‘‘ESG’’) disclosure to 

investors and the Commission. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed, please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 


khammond on DSKJM1Z7X2PROD with NOTICES