[Federal Register Volume 78, Number 192 (Thursday, October 3, 2013)]
[Proposed Rules]
[Pages 61222-61223]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-24048]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230 and 239

[Release No. 33-9458; Release No. 34-70538; Release No. IC-30737; 
File No. S7-06-13]

RIN 3235-AL46


Amendments to Regulation D, Form D and Rule 156; Re-Opening of 
Comment Period

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule; reopening of comment period.

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SUMMARY: On July 10, 2013, the Securities and Exchange Commission 
issued for comment a number of proposed amendments to Regulation D, 
Form D and Rule 156 under the Securities Act in Release No. 33-9416 
(July 10, 2013). In light of the public interest in the proposed 
amendments, the Commission is re-opening the comment period to permit 
interested persons additional time to analyze and comment on the 
proposed amendments.

DATES: The comment period for the proposed rule published at 78 FR 
44806 on July 24, 2013, is reopened until November 4, 2013.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml);
     Send an email to [email protected]. Please include 
File Number S7-06-13 on the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number S7-06-13. This file number 
should be included on the subject line if email is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/proposed.shtml). Comments 
are also available for Web site 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. All comments received will be posted without change; we do 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Charles Kwon, Special Counsel, Office 
of Chief Counsel, or Karen C. Wiedemann, Attorney Fellow, Office of 
Small Business Policy, Division of Corporation Finance, at (202) 551-
3500; or, with respect to private funds, Melissa Gainor or Alpa Patel, 
Senior Counsels, Investment Adviser Regulation Office, Division of 
Investment Management, at (202) 551-6787, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: 

I. Background

    In July 2013, the Commission issued for comment a number of 
proposed amendments to Regulation D, Form D and Rule 156 under the 
Securities Act.\1\ These proposed amendments are intended to enhance 
the Commission's ability to evaluate the development of market 
practices in Rule 506 offerings and to address concerns that may arise 
in connection with permitting issuers to engage in general solicitation 
and general advertising under new paragraph (c) of Rule 506. 
Specifically, the proposed amendments to Regulation D would require the 
filing of a Form D in Rule 506(c) offerings before the issuer engages 
in general solicitation; require the filing of a closing amendment to 
Form D after the termination of any Rule 506 offering; require written 
general solicitation materials used in Rule 506(c) offerings to include 
certain legends and other disclosures; require the submission, on a 
temporary basis, of written general solicitation materials used in Rule 
506(c) offerings to the Commission; and disqualify an issuer from 
relying on Rule 506 for one year for future offerings if the issuer, or 
any predecessor or affiliate of the issuer, did not comply, within the 
last five years, with Form D filing requirements in a Rule 506 
offering. The proposed amendments to Form D would require an issuer to 
include additional information about offerings conducted in reliance on 
Regulation D. Finally, the proposed amendments to Rule 156 would extend 
the antifraud guidance

[[Page 61223]]

contained in the rule to the sales literature of private funds.
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    \1\ See Amendments to Regulation D, Form D and Rule 156, Release 
No. 33-9416 (July 10, 2013) [78 FR 44806 (July 24, 2013)].
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II. Re-Opening of Comment Period

    The proposed amendments have generated a large amount of public 
interest. The Commission believes that providing the public additional 
time to consider thoroughly the matters addressed by the release and 
comments submitted to date and to submit comprehensive responses would 
benefit the Commission in its consideration of final rules. The 
Commission, therefore, is re-opening the comment period for 
``Amendments to Regulation D, Form D and Rule 156'' (Release No. 33-
9416 (July 10, 2013)) [78 FR 44806 (July 24, 2013)] until November 4, 
2013.

    By the Commission.

    Dated: September 27, 2013.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-24048 Filed 10-2-13; 8:45 am]
BILLING CODE 8011-01-P