[Federal Register Volume 78, Number 172 (Thursday, September 5, 2013)]
[Notices]
[Pages 54690-54691]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-21580]


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SECURITIES AND EXCHANGE COMMISSION

Office of the Secretary


Agency Information Collection Activities; Submission for OMB 
Review; Comment Request; Regulation D Rule 506(e) Felons and Other Bad 
Actors Disclosure Statement

ACTION: Notice.

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SUMMARY: The Securities and Exchange Commission (``Commission'') has 
submitted the sponsored information collection request (ICR) titled, 
``Regulation D Rule 506(e) Felons and Other Bad Actors Disclosure 
Statement,'' to the Office of Management and Budget (OMB) for review 
and clearance under the emergency processing procedures in accordance 
with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, 44 U.S.C. 
Chapter 35) and 5 CFR 1320.13. OMB approval has been requested by 
September 23, 2013. In addition, this notice also solicits comment on 
the three-year extension of the same information collection under 5 CFR 
1320.12.

ADDRESSES: A copy of this ICR with applicable supporting documentation; 
including a description of the likely respondents, proposed frequency 
of response, and estimated total burden may be obtained free of charge 
from the RegInfo.gov Web site at http://www.reginfo.gov/public/do/PRAMain ICR Reference Number 201308-3235-013.
    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: [email protected]; and (ii) Thomas Bayer, Director/Chief Information 
Officer, Securities and Exchange Commission,

[[Page 54691]]

c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send 
an email to: [email protected].

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission 
(``Commission'') is requesting that OMB authorize emergency processing 
of the submission of collection of information for ``Regulation D Rule 
506(e) Felons and Other Bad Actors Disclosure Statement.'' This request 
should also serve to notify the public that the Commission is seeking 
PRA approval from OMB on an emergency basis for the collection of 
information associated with the final rule amendments to Rule 506 of 
Regulation D adopted by the Commission on July 10, 2013 to implement 
Section 926 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act. (See citation 78 FR 44730). In addition, the Commission 
is also providing notice of the three-year extension under 5 CFR 
1320.12.
    As adopted, Rule 506(e) of Regulation D (17 CFR 230.506(e)) under 
the Securities Act of 1933 (15 U.S.C. 77a et seq.) requires the issuer 
to furnish to each purchaser, a reasonable time prior to sale, a 
description of any matters that would have triggered disqualification 
under Rule 506(d)(1) of Regulation D, except that these events occurred 
before the effective date of the rule amendments or before September 
23, 2013. The written disclosure statement required under Rule 506(e) 
is not filed with the Commission, but serves as an important investor 
protection tool to put investors on notice of an issuer's and any of 
its covered persons' involvement in past ``bad actor'' disqualifying 
events such as pre-existing criminal convictions, court injunctions, 
disciplinary proceedings, and other sanctions enumerated in Rule 
506(d). Under Rule 506(d) of Regulation D, issuers are disqualified due 
to triggering events that occur after the effective date of September 
23, 2013. Without the mandatory written statement requirement set forth 
in Rule 506(e), purchasers may have the impression that Rule 506 
offerings occurring after the effective date of the rule amendments do 
not involve any ``bad actors'' or disqualifying events. The Rule 506(e) 
written disclosure statement requirement was not proposed by the 
Commission in 2011 because the Commission proposed to apply 
disqualification to pre-existing triggering events that occurred before 
the effective date of the rule amendments. At the proposing stage of 
the rule amendments, the Commission was therefore not required to 
submit a collection of information to OMB. (See citation 76 FR 31518).
    The Commission adopted the Rule 506(e) written disclosure statement 
after providing notice that it was considering this alternative to 
applying the disqualification to events that took place before the 
effective date of the rule based on commenters' responses to the 2011 
rule proposals. Under the proposal, issuers would have been 
disqualified from reliance on Rule 506 for all relevant triggering 
events, whether they occurred before or after effectiveness of the rule 
amendments. In light of many commenters' favorable reaction to this 
alternative, the Commission decided to include a disclosure requirement 
in the final rule amendments, although it had not prepared an 
information collection submission at the time of the proposal.
    This information collection is subject to the PRA. A Federal agency 
generally cannot conduct or sponsor a collection of information, and 
the public is generally not required to respond to an information 
collection, unless it is approved by the OMB under the PRA and displays 
a currently valid OMB Control Number. In addition, notwithstanding any 
other provisions of law, no person shall generally be subject to 
penalty for failing to comply with a collection of information if the 
collection of information does not display a valid OMB Control Number. 
See 5 CFR 1320.5(a) and 1320.6. The SEC obtains OMB approval for this 
information collection under OMB ICR Reference Number 201308-3235-013.
    Interested parties are encouraged to send comments to the OMB, 
Office of Information and Regulatory Affairs at the address shown in 
the ADDRESSES section within 15 days of publication of this notice in 
the Federal Register. In order to help ensure appropriate 
consideration, comments should reference OMB ICR Reference Number 
201308-3235-013. The OMB is particularly interested in comments that:
     Evaluate whether the proposed collection of information is 
necessary for the proper performance of the functions of the agency, 
including whether the information will have practical utility;
     Evaluate the accuracy of the agency's estimate of the 
burden of the proposed collection of information, including the 
validity of the methodology and assumptions used;
     Enhance the quality, utility, and clarity of the 
information to be collected; and
     Minimize the burden of the collection of information on 
those who are to respond, including through the use of appropriate 
automated, electronic, mechanical, or other technological collection 
techniques or other forms of information technology, e.g., permitting 
electronic submission of responses.
    Title of Collection: Regulation D Rule 506(e) Felons and Other Bad 
Actors Disclosure Statement.
    OMB ICR Reference Number: 201308-3235-013.
    Type of Review: Emergency.
    Requested Duration of Authorization: 6 Months.
    Affected Public: Private Sector.
    Frequency of Collection: Yearly.
    Total Estimated Number of Responses: 19,908.
    Estimated Time per Response: 1 Hour.
    Total Estimated Annual Burden Hours: 22,108.
    Total Estimated Annual Other Costs Burden: $264,000.

    Dated: August 30, 2013.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-21580 Filed 9-4-13; 8:45 am]
BILLING CODE 8011-01-P