[Federal Register Volume 82, Number 69 (Wednesday, April 12, 2017)]
[Rules and Regulations]
[Pages 17545-17557]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-06797]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 227, 229, 230, 239, 240, and 249

[Release Nos. 33-10332; 34-80355; File No. S7-09-16]
RIN 3235-AL38


Inflation Adjustments and Other Technical Amendments Under Titles 
I and III of the Jobs Act

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments; interpretation.

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SUMMARY: We are adopting technical amendments to conform several rules 
and forms to amendments made to the Securities Act of 1933 
(``Securities Act'') and the Securities Exchange Act of 1934 
(``Exchange Act'') by Title I of the Jumpstart Our Business Startups 
(``JOBS'') Act. To effectuate inflation adjustments required under 
Title I and Title III of the JOBS Act, we are also adopting new rules 
that include an inflation-adjusted threshold in the definition of the 
term ``emerging growth company'' as well as amendments to adjust the 
dollar amounts in Regulation Crowdfunding.

DATES: Effective April 12, 2017.

FOR FURTHER INFORMATION CONTACT: With regard to the amendments to 
Regulation Crowdfunding, Julie Davis at (202) 551-3460, in the Office 
of Small Business Policy, Division of Corporation Finance, and with 
regard to the other amendments, N. Sean Harrison at (202) 551-3430, in 
the Office of Rulemaking, Division of Corporation Finance, U.S. 
Securities and Exchange Commission, 100 F Street NE., Washington, DC 
20549.

SUPPLEMENTARY INFORMATION: We are adopting amendments to Rule 405 \1\ 
and Forms C,\2\ S-1,\3\ S-3,\4\ S-4,\5\ S-8,\6\ S-11,\7\ F-1,\8\ F-3 
\9\ and F-4 \10\ under the Securities Act; \11\ Rule 12b-2,\12\ Rule 
14a-21 \13\ and Forms 10,\14\ 8-K,\15\ 10-Q,\16\ 10-K,\17\ 20-F \18\ 
and 40-F \19\ under the Exchange Act; \20\ Rule 2-02 \21\ and Rule 3-02 
\22\ of Regulation S-X; \23\ Rule 100 \24\ and Rule 201 \25\ of 
Regulation Crowdfunding; \26\ and Items 301,\27\ 303,\28\ 308,\29\ 402 
\30\ and 1101 \31\ of Regulation S-K.\32\
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    \1\ 17 CFR 230.405.
    \2\ 17 CFR 239.900.
    \3\ 17 CFR 239.11.
    \4\ 17 CFR.239.13.
    \5\ 17 CFR 239.25.
    \6\ 17 CFR 239.16b.
    \7\ 17 CFR 239.18.
    \8\ 17 CFR 239.31.
    \9\ 17 CFR 239.33.
    \10\ 17 CFR 239.34.
    \11\ 15 U.S.C. 77a et seq.
    \12\ 17 CFR 240.12b-2.
    \13\ 17 CFR 240.14a-21.
    \14\ 17 CFR 249.210.
    \15\ 17 CFR 249.308.
    \16\ 17 CFR 249.308a.
    \17\ 17 CFR 249.310.
    \18\ 17 CFR 249.220f.
    \19\ 17 CFR 249.240f.
    \20\ 15 U.S.C. 78a et seq.
    \21\ 17 CFR 210.2-02.
    \22\ 17 CFR 210.3-02.
    \23\ 17 CFR 210.1-01 et seq.
    \24\ 17 CFR 227.100.
    \25\ 17 CFR 227.201.
    \26\ 17 CFR 227.100 et seq.
    \27\ 17 CFR 229.301.
    \28\ 17 CFR 229.303.
    \29\ 17 CFR 229.308.
    \30\ 17 CFR 229.402.
    \31\ 17 CFR 229.1101.
    \32\ 17 CFR 229.10 et seq.
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I. Introduction

    We are adopting several technical amendments to conform our rules 
and forms to certain provisions of Title I of the JOBS Act.\33\ Title I 
amended the Securities Act and the Exchange Act to provide several 
exemptions from a number of shareholder voting, disclosure and other 
regulatory requirements for an issuer that qualifies as an ``emerging 
growth company'' \34\ (``EGC''). Specifically, the regulatory

[[Page 17546]]

relief provided under Sections 102 and 103 of the JOBS Act: \35\
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    \33\ Public Law 112-106, 126 Stat. 306 (2012).
    \34\ Section 101(a) of the JOBS Act amended Section 2(a) of the 
Securities Act [15 U.S.C. 77b(a)] and Section 3(a) of the Exchange 
Act [15 U.S.C. 78c(a)] to define an ``emerging growth company'' as 
an issuer with less than $1 billion in total annual gross revenues 
during its most recently completed fiscal year. If an issuer 
qualifies as an EGC on the first day of its fiscal year, it 
maintains that status until the earliest of (1) the last day of the 
fiscal year of the issuer during which it has total annual gross 
revenues of $1 billion or more; (2) the last day of its fiscal year 
following the fifth anniversary of the first sale of its common 
equity securities pursuant to an effective registration statement; 
(3) the date on which the issuer has, during the previous three-year 
period, issued more than $1 billion in non-convertible debt; or (4) 
the date on which the issuer is deemed to be a ``large accelerated 
filer'' (as defined in Exchange Act Rule 12b-2). See Section 
2(a)(19) of the Securities Act [15 U.S.C. 77b(a)(19)] and Section 
3(a)(80) of the Exchange Act [15 U.S.C. 78c(a)(80)]. A ``large 
accelerated filer'' is an issuer that, as of the end of its fiscal 
year, has an aggregate worldwide market value of the voting and non-
voting common equity held by its non-affiliates of $700 million or 
more, as measured on the last business day of the issuer's most 
recently completed second fiscal quarter; has been subject to the 
requirements of Section 13(a) or 15(d) of the Exchange Act for a 
period of at least twelve calendar months; has filed at least one 
annual report pursuant to Section 13(a) or 15(d) of the Exchange 
Act; and is not eligible to use the scaled disclosure requirements 
under Regulation S-K for smaller reporting companies for its annual 
and quarterly reports. See Exchange Act Rule 12b-2. In Section IV.A 
of this release, we explain how we are adjusting for inflation the 
revenue threshold to qualify as an EGC, as required by the JOBS Act.
    \35\ Public Law 112-106, 126 Stat. 309 and 310.
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     permits an EGC to include only two years of audited 
financial statements in its common equity initial public offering 
registration statement (``IPO registration statement''); \36\
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    \36\ Rule 3-02 of Regulation S-X generally requires the filing 
of audited statements of income and cash flows for each of the three 
fiscal years preceding the date of the most recent audited balance 
sheet being filed.
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     permits an EGC to provide Management's Discussion and 
Analysis of Financial Condition and Results of Operations (``MD&A'') 
disclosures that correspond to the financial statements included in its 
IPO registration statement;
     permits an EGC to omit in other Securities Act 
registration statements filed with the Commission selected financial 
data \37\ for any period prior to the earliest audited period included 
in its IPO registration statement;
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    \37\ See Section II.A for a discussion of the selected financial 
data requirements.
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     permits an EGC to omit selected financial data for any 
period prior to the earliest audited period included in its first 
registration statement that became effective under the Exchange Act or 
Securities Act in any Exchange Act registration statement, periodic 
report or other report filed with the Commission;
     exempts an EGC from the advisory shareholder votes on the 
compensation of its named executive officers (``say-on-pay''), the 
frequency of the say-on-pay votes (``say-on-frequency'') and golden 
parachute compensation arrangements with any named executive officers 
required by Sections 14A(a) \38\ and (b) \39\ of the Exchange Act;
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    \38\ 15 U.S.C. 78n-1(a).
    \39\ 15 U.S.C. 78n-1(b).
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     permits an EGC to comply with executive compensation 
disclosure requirements under Item 402 of Regulation S-K by providing 
the same executive compensation disclosure as a smaller reporting 
company; \40\
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    \40\ A ``smaller reporting company'' is defined in Rule 405 
under the Securities Act [17 CFR 230.405], Rule 12b-2 of the 
Exchange Act [17 CFR 240.12b-2], and Item 10(f)(1) of Regulation S-K 
[17 CFR 229.10(f)(1)] to mean an issuer that had a public float of 
less than $75 million as of the last business day of its most 
recently completed second fiscal quarter or had; or, in the case of 
an initial registration statement, had a public float of less than 
$75 million as of a date within 30 days of the date of the filing of 
the registration statement; or had a public float of zero and annual 
revenues of less than $50 million during the most recently completed 
fiscal year for which audited financial statements are available. 17 
CFR 229.10(f)(1). Smaller reporting companies are subject to scaled 
executive compensation disclosure requirements. For example, they 
are not required to include a compensation discussion and analysis 
under Item 402(b) of Regulation S-K. The Commission recently 
proposed amendments that would increase the financial thresholds in 
the smaller reporting company definition. Under the proposed 
amendments, the $75 million public float threshold would be 
increased to $250 million and the $50 million revenue threshold 
would be increased to $100 million. See Amendments to Smaller 
Reporting Company Definition, Release No. 33-10107 [81 FR 43130] 
(June 27, 2016).
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     permits an EGC to defer compliance with any new or revised 
financial accounting standards until the date that companies that are 
not ``issuers'' as defined in Section 2(a) of the Sarbanes-Oxley Act 
\41\ are required to comply; \42\ and
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    \41\ Section 2(a) of the Sarbanes-Oxley Act [15 U.S.C. 7201(a)] 
defines the term ``issuer'' to mean an issuer (as defined in Section 
3 of the Exchange Act [15 U.S.C. 78(c)]), the securities of which 
are registered under Section 12 of the Exchange Act [15 U.S.C. 78l], 
or that is required to file reports under Section 15(d) of the 
Exchange Act [15 U.S.C. 78o(d)], or that files or has filed a 
registration statement that has not yet become effective under the 
Securities Act, and that it has not withdrawn.
    \42\ Public Law 112-106, 126 Stat. 313.
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     exempts an EGC from the Sarbanes-Oxley Act Section 404(b) 
\43\ auditor attestation on management's assessment of its internal 
controls.\44\
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    \43\ 15 U.S.C. 7262(b).
    \44\ In addition, Section 102 of the JOBS Act exempts EGCs from 
the ``pay versus performance'' proxy disclosure requirements of 
Section 14(i) of the Exchange Act and from the pay ratio disclosure 
requirements of Section 953(b) of the Dodd-Frank Wall Street Reform 
and Consumer Protection Act of 2010 (Public Law 111-203, 124 Stat. 
1376, 1904 (2010). These exemptions are addressed in separate 
rulemakings, one that has been proposed (pay versus performance) and 
one that has been adopted (pay ratio). See Pay Versus Performance, 
Release No. 34-74835 [80 FR 26330] (May 7, 2015) and Pay Ratio 
Disclosure, Release No. 33-9877 [80 FR 50104] (Aug. 18, 2015).
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    The amendments to the Securities Act and Exchange Act included in 
Sections 102 and 103 of the JOBS Act are self-executing and became 
effective once that Act was signed into law. However, several of our 
rules and forms for registration under the Securities Act and the 
Exchange Act, as well as Exchange Act periodic and current reports, 
Regulation S-K and Regulation S-X, currently do not reflect these JOBS 
Act provisions.
    Title I of the JOBS Act also added new Securities Act Section 
2(a)(19) and Exchange Act Section 3(a)(80) to define the term 
``emerging growth company.'' Pursuant to the statutory definition, the 
Commission is required every five years to index to inflation the 
annual gross revenue amount used to determine EGC status to reflect the 
change in the Consumer Price Index for All Urban Consumers (``CPI-U'') 
published by the Bureau of Labor Statistics (``BLS'').\45\ We are 
adopting amendments to our rules to define the term ``emerging growth 
company'' so as to reflect the inflation adjustment to the annual gross 
revenue amount.
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    \45\ The CPI-U is the statistical metric developed by the BLS to 
monitor the change in the price of a set list of products. The CPI-U 
represents changes in prices of all goods and services purchased for 
consumption by urban households. See ``Consumer Price Index'' 
available at https://www.bls.gov/cpi/home.htm.
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    Title III of the JOBS Act also added new Securities Act Section 
4(a)(6),\46\ which provides an exemption from the registration 
requirements of Securities Act Section 5 \47\ for certain crowdfunding 
transactions, and the Commission has promulgated Regulation 
Crowdfunding \48\ to implement that exemption. Sections 4(a)(6) and 4A 
\49\ of the Securities Act set forth dollar amounts used in connection 
with the crowdfunding exemption, and Section 4A(h)(1) \50\ states that 
such dollar amounts shall be adjusted by the Commission not less 
frequently than once every five years to reflect the change in the CPI-
U published by the BLS. Pursuant to this directive, we are amending 
Regulation Crowdfunding to adjust those dollar amounts for inflation.
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    \46\ 15 U.S.C. 77d(a)(6).
    \47\ 15 U.S.C. 77e.
    \48\ 17 CFR 227.100 et seq.
    \49\ 15 U.S.C. 77d-1.
    \50\ 15 U.S.C. 77d-1(h)(1).
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    These amendments are discussed in more detail below.

II. Discussion of the JOBS Act Technical Amendments

A. Scaled Disclosure Requirements for Emerging Growth Companies' 
Financial Disclosures

Securities Act Registration Statements
    Section 102(b)(1) of the JOBS Act amended Section 7(a) of the 
Securities Act to provide that (1) an EGC is permitted to present only 
two years of audited financial statements in its IPO registration 
statement, and (2) in any Securities Act registration statement other 
than its IPO registration statement, an EGC need not present selected 
financial data \51\ under Item 301 of Regulation S-K for any period 
prior to the earliest audited period presented in its IPO registration 
statement. Under Rule 3-02 of Regulation S-X, issuers that are not 
smaller reporting companies are generally required to include three 
years of audited financial statements in a Securities Act registration 
statement. We are adopting amendments to Rule 3-02 of Regulation S-X 
and Form 20-F to

[[Page 17547]]

conform them to amended Section 7(a) of the Securities Act.
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    \51\ This information generally includes net sales or operating 
revenues; income (loss) from continuing operations; income (loss) 
from continuing operations per common share; total assets; long-term 
obligations and redeemable preferred stock.
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    Item 301 of Regulation S-K requires issuers that are not smaller 
reporting companies to include five years of selected financial data 
(or such shorter period as the issuer has been in existence) in any 
filing for which such disclosure is required. The language in amended 
Section 7(a) of the Securities Act refers to ``any other'' registration 
statement and does not expressly address the application of the five 
years of selected financial data requirement in Item 301 of Regulation 
S-K to IPO registration statements filed by EGCs.\52\ In light of the 
other relief provided in amended Section 7(a), which permits an EGC to 
present only two years of audited financial statements in its IPO 
registration statement and, in subsequent registered offerings, to 
present selected financial data for no period earlier than that 
presented in its IPO registration statement, we interpret amended 
Section 7(a) to mean that an EGC need not present selected financial 
data for any period prior to the earliest audited period presented in 
its IPO registration statement.\53\ Otherwise, the intended relief of 
Section 7(a) with respect to selected financial data would not be 
available in an IPO registration statement, as it is with subsequent 
registration statements. Accordingly, we are adopting amendments to 
Item 301 of Regulation S-K to reflect this statutory interpretation.
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    \52\ See 15 U.S.C. 77g(a)(2).
    \53\ In 2012, the Division of Corporation Finance provided 
guidance on the JOBS Act, including that the Division would not 
object if an emerging growth company presenting two years of audited 
financial statements in its initial public offering registration 
statement in accordance with Securities Act Section 7(a)(2)(A) were 
to limit the number of years of selected financial data under Item 
301 of Regulation S-K to two years. See Frequently Asked Questions 
of General Applicability on Title I of the JOBS Act (Dec. 21, 2015 
revised), Question 11, available at http://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm.
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Exchange Act Registration Statements and Periodic Reports
    Section 102(b)(2) of the JOBS Act amended Section 13(a) of the 
Exchange Act to provide that an EGC need not present selected financial 
data in an Exchange Act registration statement or periodic report for 
any period prior to the earliest audited period presented in the EGC's 
first effective registration statement under either the Exchange Act or 
Securities Act. We are adopting amendments to Item 301 of Regulation S-
K to conform that provision to amended Section 13(a).
MD&A Disclosure
    Section 102(c) of the JOBS Act provides that an EGC is permitted to 
comply with the MD&A requirements of Item 303(a) of Regulation S-K by 
providing disclosure covering only the audited financial statements for 
each period that Section 7(a) of the Securities Act requires to be 
presented in its IPO registration statement. Item 303(a) of Regulation 
S-K generally requires an issuer to discuss, among other things, the 
company's financial condition, changes in financial condition and 
results of operations for the previous three fiscal years and any 
interim periods. To conform the Item to Section 102(c), we are adopting 
amendments to Instruction 1 to Item 303(a). The amendments specify that 
if an EGC, pursuant to Section 7(a) of the Securities Act, provides 
audited financial statements for two years in a Securities Act 
registration statement for the initial public offering of its common 
equity securities, it may provide the discussion required by Item 
303(a) for its two most recent fiscal years.

B. Auditor Attestation of Management's Report on Internal Control Over 
Financial Reporting

    Section 103 of the JOBS Act amended Section 404(b) of the Sarbanes-
Oxley Act to provide that the auditor of an EGC does not need to attest 
to, and report on, management's assessment of the effectiveness of the 
EGC's internal control over financial reporting (``ICFR''). An EGC, 
however, is still required to establish and maintain internal control 
over financial reporting and, when applicable, to include a 
management's report on ICFR in its annual report. To conform our rules 
and forms to amended Section 404(b), we are adopting amendments to 
Article 2-02 of Regulation S-X, Item 308 of Regulation S-K, and Forms 
20-F and 40-F to specify that the auditor of an EGC does not need to 
attest to, and report on, management's report on ICFR and that 
management does not need to include the auditor's attestation report on 
ICFR in an annual report required by Section 13(a) or 15(d) of the 
Exchange Act.

C. Executive Compensation Disclosure and Shareholder Advisory Voting

    Section 102(c) of the JOBS Act provides in part that an EGC shall 
only be required to provide executive compensation disclosure pursuant 
to Item 402 of Regulation S-K to the same extent as a registrant ``with 
a market value of outstanding voting and nonvoting common equity held 
by non-affiliates of less than $75,000,000.'' Item 402(l) of Regulation 
S-K allows an issuer that is a smaller reporting company to provide the 
scaled executive compensation disclosures set forth in Items 402(m)-(r) 
of Regulation S-K. To conform this Item to Section 102(c), we are 
amending Item 402(l) of Regulation S-K to specify that EGCs also are 
permitted to provide the scaled executive compensation disclosure in 
Items 402(m)-(r) of Regulation S-K.
    Exchange Act Rule 14a-21 requires registrants to conduct 
shareholder advisory votes on say-on-pay, say-on-frequency and golden 
parachute compensation arrangements with any ``named executive 
officers.'' \54\ The rule applies to all registrants making a 
solicitation in connection with a meeting of shareholders at which 
directors are to be elected and for which compensation disclosure is 
required to be provided pursuant to Item 402 of Regulation S-K, or to 
registrants making a solicitation in connection with a meeting at which 
shareholders are asked to approve a merger, acquisition or sale of all 
or substantially all of the assets of an issuer.
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    \54\ Item 402(a)(3) of Regulation S-K [17 CFR 229.402(a)(3)] 
defines named executive officers as (1) all individuals serving as 
the registrant's principal executive officer or acting in a similar 
capacity during the last completed fiscal year (``PEO''), regardless 
of compensation level, (2) all individuals serving as the 
registrant's principal financial officer or acting in a similar 
capacity during the last completed fiscal year (``PFO''), regardless 
of compensation level, (3) the registrant's three most highly 
compensated executive officers other than the PEO and PFO who were 
serving as executive officers at the end of the last completed 
fiscal year, and (4) up to two additional individuals for whom Item 
402 disclosure would have been provided but for the fact that the 
individual was not serving as an executive officer of the registrant 
at the end of the last completed fiscal year.
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    Section 102(a) of the JOBS Act amended Section 14A(e) of the 
Exchange Act to exempt EGCs from say-on-pay, say-on-frequency votes, 
golden parachute compensation votes and the related disclosure 
provisions. We are adopting conforming amendments to Exchange Act Rule 
14a-21 and Item 402(t) and Instruction 1 to Item 1011(b) of Regulation 
S-K that specify that an EGC is not required to conduct shareholder 
advisory votes on say-on-pay, say-on-frequency, and golden parachute 
compensation, or provide the related disclosures. In addition, Section 
102(a) of the JOBS Act amended Section 14A of the Exchange Act to 
provide for a transition period when an EGC exits EGC status before it 
has to seek a shareholder advisory vote on say-on-pay. We are adding a 
new instruction to Rule 14a-21 to reflect the transition period set 
forth in the JOBS Act.

[[Page 17548]]

D. Foreign Private Issuers

    The definition of ``emerging growth company'' in Section 101(a) of 
the JOBS Act applies to any company meeting the criteria specified 
therein and is not dependent on the jurisdiction of incorporation or 
organization, the holders of the issuer's voting securities or that of 
its executive officers or directors, assets or business operations. 
Accordingly, a foreign private issuer \55\ that qualifies as an EGC may 
comply with the scaled disclosure provisions available to EGCs to the 
same extent as a domestic issuer. Sections 102 and 103 of the JOBS Act, 
however, refer to Regulation S-K provisions that apply to domestic 
issuers, whereas the corresponding disclosure requirements for foreign 
private issuers are applied through the disclosure content of Form 20-F 
or, where applicable, Form 40-F. Under Item 8.A. of Form 20-F, a 
foreign private issuer is generally required to include three years of 
audited financial statements. In addition, Item 3.A. generally requires 
a foreign private issuer to include five years of selected financial 
data. To conform the disclosure requirements of Form 20-F with the 
disclosure relief provided under the JOBS Act,\56\ we are amending the 
form to add instructions to Items 8.A.\57\ and 3.A. to reflect the 
availability of the scaled financial disclosure requirements under 
Sections 102 and 103 of the JOBS Act to a foreign private issuer that 
is an EGC.\58\ We are making revisions to Form 40-F to reflect the 
availability of the scaled financial disclosure requirements under 
Section 103 of the JOBS Act to a foreign private issuer that is an EGC.
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    \55\ Securities Act Rule 405 [17 CFR 230.405] and Exchange Act 
Rule 3b-4(c) [17 CFR 240.3b-4(c)] define the term ``foreign private 
issuer'' as any foreign issuer other than a foreign government 
except for an issuer meeting the following conditions as of the last 
business day of its most recently completed second fiscal quarter: 
(1) More than 50 percent of the issuer's outstanding voting 
securities are directly or indirectly held of record by residents of 
the United States; and (2) either the majority of the executive 
officers or directors are United States citizens or residents, more 
than 50 percent of the assets of the issuer are located in the 
United States, or the business of the issuer is administered 
principally in the United States.
    \56\ Form 20-F does not require the same level of detail about 
individual executive compensation and compensation philosophy and 
analysis as required by Item 402 of Regulation S-K applicable to 
issuers that are not smaller reporting companies or the scaled 
requirements in Items 402(m)-(r) applicable to smaller reporting 
companies. Accordingly, no conforming amendments to Form 20-F are 
needed in regard to Section 102(c)'s scaled executive compensation 
disclosure requirements. To the extent that a foreign private issuer 
that is an EGC elects to use forms available to domestic issuers 
rather than the foreign private issuer forms, it would be able to 
use the scaled disclosure provisions available to EGCs.
    \57\ These amendments do not affect the requirement for a 
foreign private issuer that is either a first-time adopter of 
International Financial Reporting Standards or is subject to the 
disclosure requirements of paragraph 10(f) of IAS 1, to provide 
three statements of financial position in its IPO registration 
statement. See Frequently Asked Questions of General Applicability 
on Title I of the JOBS Act (Dec. 21, 2015 revised), Question 39, 
available at http://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm.
    \58\ No conforming amendment is needed to Item 5 of Form 20-F 
(Operating and Financial Review and Prospects), which requires a 
discussion of a foreign private issuer's financial statements 
similar to MD&A, because Instruction 2 to Item 5 requires a 
discussion of the primary financial statements presented in the 
document without referring to the required periods.
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E. ``Check Box'' Notice of EGC Status and Compliance With New or 
Revised Accounting Standards

    Section 102(b) of the JOBS Act amended Section 7(a)(2)(B) of the 
Securities Act and Section 13(a) of the Exchange Act to state that an 
EGC ``may not be required to comply with any new or revised financial 
accounting standard'' until such standard is applicable to companies 
that are not ``issuers'' under Section 2(a) of the Sarbanes-Oxley Act, 
if such standard applies to companies that are not issuers. These 
revisions provide EGCs with additional time to apply any updates to the 
Financial Accounting Standards Board (``FASB'') Accounting Standards 
codification as compared to non-EGC issuers.\59\
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    \59\ In July 2009, the Financial Accounting Standards Board 
issued the FASB Accounting Standards Codification (``ASC'') as the 
single source of authoritative nongovernmental U.S. generally 
accepted accounting principles. The ASC was effective for annual 
periods ending after September 15, 2009. All preexisting accounting 
standards were superseded.
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    Under Section 107 of the JOBS Act, an EGC may forgo any of the 
Title I disclosure exemptions and instead comply with the requirements 
that apply to an issuer that is not an EGC. Section 107(b), however, 
provides that if an EGC opts out of the extended transition period for 
complying with new or revised accounting standards, it must do so at 
the time it is ``first required to file a registration statement, 
periodic report, or other report with the Commission under Section 13 
of the Securities Exchange Act of 1934'' and notify the Commission of 
its choice.\60\ Pursuant to Section 107, an EGC that opts out of the 
extended transition period must comply with all new or revised 
accounting standards to the same extent that a non-EGC is required to 
comply with such standards and continue to do so for as long as the 
issuer remains an EGC.\61\ This election is irrevocable.
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    \60\ Section 107(b) does not specify where the opt-out notice 
language should appear in a registration statement or report. EGCs 
that have opted out of the extended transition period have placed 
this notice in different parts of our disclosure forms.
    \61\ Section 107(b)(3) of the JOBS Act (Pub. L. 112-106, 126 
Stat. 313).
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    To provide a uniform method for an EGC to notify the Commission and 
the public pursuant to Section 107 of the JOBS Act that it is an EGC 
and of its decision as to whether or not to opt out of the extended 
transition period for complying with new or revised accounting 
standards, we are adopting minor revisions to Securities Act Forms S-1, 
S-3, S-4, S-8, S-11, F-1, F-3 and F-4 and Exchange Act Forms 10, 8-K, 
10-Q, 10-K, 20-F and 40-F. These amendments modify the cover page of 
those forms to include two check boxes for an issuer to indicate 
whether, at the time of the filing, the issuer is an EGC and whether it 
has elected not to use the extended transition period for complying 
with any new or revised financial accounting standards provided 
pursuant to Section 7(a)(2)(B) of the Securities Act and Section 13(a) 
of the Exchange Act.

III. Discussion of Amendments To Effectuate Inflation Adjustments

A. Definition of ``Emerging Growth Company''

    JOBS Act Section 101 amended Section 2(a)(19) of the Securities Act 
and Section 3(a)(80) of the Exchange Act to define ``emerging growth 
company'' to mean an issuer that had total annual gross revenues of 
less than $1 billion, as such amount is indexed for inflation every 
five years by the Commission to reflect the change in the CPI-U during 
its most recently completed fiscal year. By statute, the adjusted 
threshold must be set to the nearest $1,000,000. Pursuant to this 
directive, we are adopting an amendment to Securities Act Rule 405 and 
to Exchange Act Rule 12b-2 to include a definition for the term 
``emerging growth company'' that indexes the statutory annual gross 
revenues amount to the CPI-U.
    To determine the new EGC gross revenue threshold to be included in 
the amendments, first we determine the appropriate CPI-U for December 
of the calendar year preceding the year of adjustment. Because we are 
making the inflation adjustment for the definition of EGC in 2017, we 
use the CPI-U for December 2016, which was 241.432 (``2016 CPI-
U'').\62\ We then determine the CPI-U for December of the calendar

[[Page 17549]]

year before the EGC definition was established by the JOBS Act, which 
was 2011. We thus use the CPI-U for December 2011, which was 225.672 
(``2011 CPI-U'').
---------------------------------------------------------------------------

    \62\ The JOBS Act was enacted on April 5, 2012. Under the 
definition of an EGC in Section 2(a)(19) of the Securities Act and 
Section 3(a)(80) of the Exchange Act the Commission is required to 
adjust the total gross revenue amount to inflation every five years.
---------------------------------------------------------------------------

    Second, we calculate the cost-of-living adjustment or inflation 
factor. To do this we divide the 2016 CPI-U by the 2011 CPI-U. The 
resulting inflation factor is 1.06984.
    Third, we calculate the raw inflation adjustment, which is the 
inflation adjustment before rounding. To do this, we multiply the 
current EGC gross revenue threshold, $1,000,000,000, by the inflation 
factor 1.06984, which equals $1,069,840,000.
    Fourth, we round the raw inflation amounts according to the 
convention set forth in the statutory definition.\63\ Since we round 
only the increase amount, we calculate the increased amount by 
subtracting the current EGC gross revenue threshold from the raw 
maximum inflation adjustments. Accordingly, the increase in the EGC 
gross revenue threshold is $69,840,000 (i.e., $1,069,840,000 less 
$1,000,000,000). Under the statutory rounding convention, the threshold 
is set to the nearest $1,000,000. Therefore, the rounded increase in 
the EGC gross revenue threshold is $70,000,000.
---------------------------------------------------------------------------

    \63\ See Section 2(a)(19) of the Securities Act and Section 
3(a)(80) of the Exchange Act, which require the amount to be set to 
the nearest $1,000,000.
---------------------------------------------------------------------------

    Fifth, we add the rounded increase to the current EGC revenue 
threshold (i.e., $1,000,000,000). The inflation-adjusted EGC gross 
revenue threshold is $1,000,000,000 plus $70,000,000, which yields a 
maximum inflation-adjusted EGC revenue threshold of $1,070,000,000. The 
``emerging growth company'' definitions being adopted in Securities Act 
Rule 405 and Exchange Act Rule 12b-2 reflect this adjusted threshold, 
and will henceforth be amended every five years to account for future 
inflation adjustments.

B. Regulation Crowdfunding Amendments

    Title III of the JOBS Act amended the Securities Act to add Section 
4(a)(6), which provides an exemption from the registration requirements 
of Section 5 of the Securities Act for certain crowdfunding 
transactions. The Commission has adopted Regulation Crowdfunding to 
implement that exemption.\64\ Sections 4(a)(6) and 4A of the Securities 
Act set forth dollar amounts used in connection with the crowdfunding 
exemption,\65\ and Section 4A(h)(1) \66\ states that those dollar 
amounts shall be adjusted by the Commission not less frequently than 
once every five years to reflect any changes in the CPI-U. Pursuant to 
this directive, we are amending Rules 100 and 201(t) of Regulation 
Crowdfunding and Securities Act Form C to adjust the dollar amounts set 
forth in these rules to inflation.
---------------------------------------------------------------------------

    \64\ Crowdfunding, Release No. 33-9974 (Oct. 30, 2015) [80 FR 
71388].
    \65\ Section 4(a)(6)(A) sets forth the maximum amount an issuer 
may sell in reliance on the crowdfunding exemption in a 12-month 
period, and Section 4(a)(6)(B) sets limits on the dollar amount that 
may be sold to any investor by an issuer in reliance on the 
crowdfunding exemption. These amounts are reflected in Rule 100 of 
Regulation Crowdfunding (17 CFR 227.100). Section 4A(b)(1)(D) sets 
forth thresholds for determining the level of financial statements 
required, and those thresholds are reflected in Rule 201(t) of 
Regulation Crowdfunding (17 CFR 227.201(t)).
    \66\ 15 U.S.C. 77d-1(h)(1).
---------------------------------------------------------------------------

    To determine the adjusted dollar amounts, we use the same process 
as described above in connection with the EGC adjustment to determine 
the raw inflation amounts.\67\ Then we round up the raw inflation 
amounts to the nearest $100 for amounts under $100,000 and to the 
nearest $1,000 for amounts that equal or exceed $100,000. Tables 1 and 
2 show the inflation-adjusted amounts for Rules 100 and 201(t).\68\
---------------------------------------------------------------------------

    \67\ The 2016 CPI-U is divided by the 2011 CPI-U to derive the 
inflation factor of 1.06984. Each dollar amount is then multiplied 
by the inflation factor to determine the raw inflation adjusted 
amount.
    \68\ We have reflected the adjusted amounts for the financial 
statement thresholds where those are referenced in Question 29 of 
the ``Optional Question & Answer Format'' portion of Form C.

      Table 1--Inflation-Adjusted Amounts in Rule 100 of Regulation
          Crowdfunding (Offering Maximum and Investment Limits)
------------------------------------------------------------------------
                                                              Rounded
                                             Original       inflation-
      Regulation crowdfunding rule          amount  ($)      adjusted
                                                            amount  ($)
------------------------------------------------------------------------
Maximum aggregate amount an issuer can         1,000,000       1,070,000
 sell under Regulation Crowdfunding in a
 12-month period (Rule 100(a)(1)).......
Threshold for assessing investor's               100,000         107,000
 annual income or net worth to determine
 investment limits (Rule 100(a)(2)(i)
 and (ii))..............................
Lower threshold of Regulation                      2,000           2,200
 Crowdfunding securities permitted to be
 sold to an investor if annual income or
 net worth is less than $107,000 (Rule
 100(a)(2)(i))..........................
Maximum amount that can be sold to an            100,000         107,000
 investor under Regulation Crowdfunding
 in a 12-month period (Rule
 100(a)(2)(ii)).........................
------------------------------------------------------------------------


    Table 2--Inflation-Adjusted Amounts in Rule 201(t) of Regulation
             Crowdfunding (Financial Statement Requirements)
------------------------------------------------------------------------
                                             Original         Rounded
                                             offering       inflation-
      Regulation crowdfunding rule           threshold       adjusted
                                            amount  ($)     amount  ($)
------------------------------------------------------------------------
Rule 201(t)(1)..........................         100,000         107,000
Rule 201(t)(2)..........................         500,000         535,000
Rule 201(t)(3)..........................       1,000,000       1,070,000
------------------------------------------------------------------------


[[Page 17550]]

IV. Procedural and Other Matters

    The Administrative Procedure Act (``APA'') generally requires an 
agency to publish notice of a rulemaking in the Federal Register and 
provide an opportunity for public comment. This requirement does not 
apply, however, if the agency ``for good cause finds . . . that notice 
and public procedure are impracticable, unnecessary, or contrary to the 
public interest.'' \69\
---------------------------------------------------------------------------

    \69\ 5 U.S.C. 553(b)(3)(B).
---------------------------------------------------------------------------

    The technical amendments and the implementation of statutory 
inflation adjustments pursuant to Title I and Title III of the JOBS Act 
do not impose any new substantive regulatory requirements on any 
person. The technical amendments merely conform our rules and forms to 
the provisions of the JOBS Act, or reflect reasonable interpretations 
thereof, and involve the exercise of minimal discretion. Similarly, the 
amendments to implement the statutory inflation adjustments will 
effectuate the adjusted dollar amount thresholds mandated by the JOBS 
Act and involve minimal discretion. For these reasons, for good cause, 
we find that it is unnecessary to publish notice of these amendments in 
the Federal Register and solicit public comment thereon.\70\
---------------------------------------------------------------------------

    \70\ This finding also satisfies the requirements of 5 U.S.C. 
808(2), allowing the amendments to become effective notwithstanding 
the requirement of 5 U.S.C. 801 (if a federal agency finds that 
notice and public comment are impractical, unnecessary or contrary 
to the public interest, a rule shall take effect at such time as the 
federal agency promulgating the rule determines). The amendments 
also do not require analysis under the Regulatory Flexibility Act. 
See 5 U.S.C. 604(a) (requiring a final regulatory flexibility 
analysis only for rules required by the APA or other law to undergo 
notice and comment).
---------------------------------------------------------------------------

    For similar reasons, although the APA generally requires 
publication of a rule at least 30 days before its effective date, we 
find there is good cause for the amendments to take effect on April 12, 
2017.\71\
---------------------------------------------------------------------------

    \71\ See 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

    If any of the provisions of these amendments, or the application 
thereof to any person or circumstance, is held to be invalid, such 
invalidity shall not affect other provisions or application of such 
provisions to other persons or circumstances that can be given effect 
without the invalid provision or application.

V. Economic Analysis

    We are mindful of the costs imposed by, and the benefits to be 
obtained from, our rules. Section 2(b) of the Securities Act and 
Section 3(f) of the Exchange Act require the Commission, whenever it 
engages in rulemaking and is required to consider or determine whether 
an action is necessary or appropriate in the public interest, to 
consider, in addition to the protection of investors, whether the 
action would promote efficiency, competition, and capital 
formation.\72\ In addition, Section 23(a)(2) of the Exchange Act 
requires the Commission, when making rules under the Exchange Act, to 
consider the impact such rules would have on competition.\73\ Section 
23(a)(2) of the Exchange Act also prohibits the Commission from 
adopting any rule that would impose a burden on competition not 
necessary or appropriate in furtherance of the purposes of the Exchange 
Act.\74\ Below we address the costs and benefits, as well as the 
potential effects on efficiency, competition and capital formation, of 
the various amendments being adopted in this release. Because the 
amendments merely make conforming changes to our rules and forms to 
reflect certain provisions of the JOBS Act and implement the statutory 
inflation adjustments mandated by the JOBS Act, we do not believe there 
are reasonable alternatives to the amendments.
---------------------------------------------------------------------------

    \72\ See 15 U.S.C. 77b(b) and 15 U.S.C. 78c(f).
    \73\ See 15 U.S.C. 78w(a)(2).
    \74\ Id.
---------------------------------------------------------------------------

A. Discussion of the Technical Amendments

    We are adopting technical amendments to conform several of our 
rules and forms to amendments made to the Securities Act and the 
Exchange Act by Title I of the JOBS Act. For the purposes of analyzing 
the economic effects of these amendments, we use as a baseline the 
scaled disclosure requirements and other accommodations applicable to 
EGCs discussed in Section II. These amendments merely make conforming 
changes to our rules and forms to reflect certain provisions of the 
JOBS Act. As a result, these amendments will not substantially alter 
the costs and benefits, relative to the baseline, associated with 
complying with these rules and forms, and do not impose any substantive 
regulatory obligations on any person or otherwise. To the extent they 
have an economic effect, we expect the amendments will help to minimize 
potential confusion concerning any inconsistencies between the 
statutory provisions of the JOBS Act and our rules and forms and could 
result in some marginal cost savings to the extent that filers have 
fewer questions to research when completing the form. Similarly, we do 
not anticipate any competitive advantages or disadvantages will be 
created as a result of the amendments.

B. Discussion of the Amendments to Effectuate Inflation Adjustments

    To comply with the inflation adjustments required under the JOBS 
Act, we are also adopting new rules that include an inflation-adjusted 
threshold in the definition of the term ``emerging growth company.'' 
These amendments adjust the total annual gross revenue threshold for 
EGCs in accordance with inflation as required by the JOBS Act and have 
no impact on disclosure or compliance costs per filer. As the number of 
eligible filers that may qualify for scaled disclosure increases, it 
may reduce disclosure costs in the aggregate,\75\ to the extent that 
eligible filers take advantage of the EGC accommodations, relative to a 
baseline without this inflation adjustment.
---------------------------------------------------------------------------

    \75\ See Section II.A for a summary of scaled disclosure 
requirements for EGCs.
---------------------------------------------------------------------------

    We note that this inflation adjustment affects both domestic 
issuers and foreign private issuers. We estimate that there are 
approximately 7,200 issuers that file on domestic forms and 800 foreign 
private issuers that file on F-forms, of which 13.2% of issuers that 
file on domestic forms and 15.1% of foreign private issuers that file 
on Forms 20-F and 40-F also identified themselves as EGCs in filings 
made in 2016. Not all EGCs self-identify as such every year, so annual 
filings-based counts likely underestimate the EGC population.
    The inflation adjustment to the total annual gross revenue 
threshold for EGCs is designed to maintain the scope of registrants 
that may qualify as an EGC, preserving the economic effects associated 
with the option to claim EGC status. It does so by not allowing the 
level of revenue, in real terms, that determines the eligibility for 
EGC status to be diminished by inflation. The inflation adjustment 
amendment may marginally expand the number of firms that may claim EGC 
status, thus extending the economic effects, including impacts on 
efficiency, competition, and capital formation, associated with the 
option to claim this status to firms that fall between the 
$1,000,000,000 gross revenue threshold that previously determined EGC 
eligibility and the $1,070,000,000 gross revenue threshold that will 
define EGC eligibility under the amendment. Assuming that the number of 
domestic and foreign private issuers in calendar years subsequent to 
adoption of the amendments is similar to that obtained in calendar year 
2016, the inflation adjustment of the EGC revenue

[[Page 17551]]

threshold would increase the percentage of domestic issuers that 
qualify as EGCs from 13.2% to approximately 13.8% and foreign private 
issuers that qualify as EGCs from 15.1% to approximately 16.3% on the 
basis of the distribution of revenues of filers in calendar year 2016, 
where data is available.\76\
---------------------------------------------------------------------------

    \76\ The number of domestic filers and foreign private issuers 
affected by the inflation adjustment of total annual gross revenues 
is estimated as the number of unique companies, identified by 
Central Index Key (CIK), that filed Form 10-K, Form 20-F, or Form 
40-F with the Commission during the calendar year 2016. The number 
of filers that identify themselves as EGCs is estimated by analyzing 
several types of filings filed with the Commission during calendar 
year 2016.
---------------------------------------------------------------------------

    For the purposes of analyzing the economic effects of the 
amendments to Regulation Crowdfunding, we use as our baseline the 
regulatory framework established by Regulation Crowdfunding as adopted 
in 2015.\77\ The amendments to Regulation Crowdfunding adjust the 
thresholds in Rules 100 and 201(t) of Regulation Crowdfunding 
(Sec. Sec.  227.100 and 227.201(t)) in accordance with inflation as 
required by Section 4A(h) of the Securities Act and are not expected to 
increase disclosure or compliance costs incurred by an issuer, to the 
extent that the issuer remains subject to the same financial statement 
requirements. The adjustment may cause some issuers to become subject 
to less extensive financial statement requirements, and may lower 
disclosure or compliance costs for these issuers.\78\
---------------------------------------------------------------------------

    \77\ See Crowdfunding supra note 64.
    \78\ Id at 71497.
---------------------------------------------------------------------------

    The inflation adjustment to the thresholds in Rules 100 and 201(t) 
is intended to allow these thresholds to keep pace with inflation, 
preserving the economic effects of Regulation Crowdfunding in real 
terms.\79\ For example, the inflation adjustments to the financial 
statement thresholds ensure that issuers can take advantage of the 
inflation-adjusted offering amounts without incurring a fixed cost of 
complying with additional financial statement requirements.
---------------------------------------------------------------------------

    \79\ Id at 71482.
---------------------------------------------------------------------------

    Substantively, the inflation adjustments to Rule 100 and Rule 
201(t) marginally affect the amount of capital that issuers may raise 
in reliance on Regulation Crowdfunding, the number of investors who may 
participate in crowdfunding offerings, and the amounts that investors 
may invest in crowdfunding offerings.

C. Efficiency, Competition, and Capital Formation

    Because we believe the substantive impact of these amendments to 
our rules and forms is likely to be marginal, we do not believe they 
will substantially impact efficiency, competition, and capital 
formation.

VI. Paperwork Reduction Act

    The amendments, including those to effect the statutory inflation 
adjustments, do not make any substantive modifications to any existing 
collection of information requirements or impose any new substantive 
recordkeeping or information collection requirements within the meaning 
of the Paperwork Reduction Act of 1995 (``PRA'').\80\ Accordingly, we 
are not revising any burden and cost estimates in connection with these 
amendments.
---------------------------------------------------------------------------

    \80\ 44 U.S.C. 3501 et seq. The new check boxes that will appear 
on the cover page of affected Exchange Act forms and Securities Act 
registration statements will result in an incremental paperwork 
burden for EGCs; however, we believe that the incremental burden 
associated with checking one or both of the new boxes will be so 
minimal that it will not affect the overall burden estimates 
associated with these forms. Similarly, the amendments to reflect 
the statutory inflation adjustments to certain dollar amount 
thresholds in Titles I and III of the JOBS Act will have only 
marginal effects on the application of these thresholds for 
eligibility and reporting purposes and therefore are not expected to 
affect the overall burden estimates for affected forms. See Section 
VI.C above.
---------------------------------------------------------------------------

VII. Statutory Authority

    The amendments contained in this release are being adopted under 
the authority set forth in in Sections 2, 4(a)(6), 4A, 5, 6, 7, 10, and 
19 of the Securities Act; Sections 3, 12, 13, 14, 15(d), and 23(a) of 
the Exchange Act; and Sections 102, 103 and 107 of the JOBS Act.

List of Subjects

17 CFR Part 210

    Accountants, Accounting, Reporting and recordkeeping requirements, 
Securities.

17 CFR Parts 227, 229, 230, 239, 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of the Final Amendments

    For the reasons set out in the preamble, the Commission is amending 
title 17, chapter II of the Code of Federal Regulations as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL 
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT 
COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY 
POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for part 210 is revised to read as follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n, 
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 
80a-31, 80a-37(a), 80b-3, 80b-11, 7202 and 7262, and sec. 102(c), 
Pub. L. 112-106, 126 Stat. 310 (2012), unless otherwise noted.

0
2. Amend Sec.  210.2-02 by revising paragraph (f)(1) to read as 
follows:


Sec.  210.2-02  Accountants' reports and attestation reports.

* * * * *
    (f) Attestation report on internal control over financial 
reporting. (1) Every registered public accounting firm that issues or 
prepares an accountant's report for a registrant, other than a 
registrant that is neither an accelerated filer nor a large accelerated 
filer (as defined in Sec.  240.12b-2 of this chapter), or is an 
emerging growth company, as defined in Rule 405 of the Securities Act 
(Sec.  230.405 of this chapter) or Rule 12b-2 of the Exchange Act 
(Sec.  240.12b-2 of this chapter), or an investment company registered 
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
8), that is included in an annual report required by section 13(a) or 
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
containing an assessment by management of the effectiveness of the 
registrant's internal control over financial reporting must include an 
attestation report on internal control over financial reporting.
* * * * *

0
3. Amend Sec.  210.3-02 by revising paragraph (a) to read as follows:


Sec.  210.3-02  Consolidated statements of income and changes in 
financial positions.

    (a) There shall be filed, for the registrant and its subsidiaries 
consolidated and for its predecessors, audited statements of income and 
cash flows for each of the three fiscal years preceding the date of the 
most recent audited balance sheet being filed or such shorter period as 
the registrant (including predecessors) has been in existence. A 
registrant that is an emerging growth company, as defined

[[Page 17552]]

in Rule 405 of the Securities Act (Sec.  230.405 of this chapter) or 
Rule 12b-2 of the Exchange Act (Sec.  240.12b-2 of this chapter), may, 
in a Securities Act registration statement for the initial public 
offering of the emerging growth company's equity securities, provide 
audited statements of income and cash flows for each of the two fiscal 
years preceding the date of the most recent audited balance sheet (or 
such shorter period as the registrant has been in existence).
* * * * *

PART 227--REGULATION CROWDFUNDING, GENERAL RULES AND REGULATIONS

0
4. The authority citation for part 227 continues to read as follows:

    Authority:  15 U.S.C. 77d, 77d-1, 77s, 78c, 78o, 78q, 78w, 78mm, 
and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012).


Sec.  227.100   [Amended]

0
5. Amend Sec.  227.100 by:
0
a. In paragraph (a)(1), removing reference to ``$1,000,000'' and adding 
in its place ``$1,070,000'';
0
b. In paragraph (a)(2)(i), removing reference to ``$2,000'' and adding 
in its place ``$2,200''; and removing ``$100,000'' and adding in its 
place ``$107,000'';
0
c. In paragraph (a)(2)(ii), removing the two references to ``$100,000'' 
and adding in their place ``$107,000.''


Sec.  227.201   [Amended]

0
6. Amend Sec.  227.201 by:
0
a. In paragraph (t)(1), removing reference to ``$100,000'' and adding 
in its place ``$107,000'';
0
b. In paragraph (t)(2), removing reference to ``$100,000'' and adding 
in its place ``$107,000''; and removing reference to ``$500,000'' and 
adding in its place ``$535,000'';
0
c. In paragraph (t)(3), removing the two references to ``$500,000'' and 
adding in their place ``$535,000''; and removing reference to 
``$1,000,000'' and adding in its place ``$1,070,000.''

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

0
7. The authority citation for part 229 is revised to read as follows:

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec. 
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

0
8. Amend Sec.  229.301 by adding paragraph (d) before the Instructions 
to Item 301 to read as follows:


Sec.  229.301   (Item 301) Selected financial data.

* * * * *
    (d) Emerging growth company. An emerging growth company, as defined 
in Rule 405 of the Securities Act of 1933 (Sec.  230.405 of this 
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.  
240.12b-2 of this chapter), that is providing the information called 
for by this Item in:
    (1) A Securities Act registration statement, need not present 
selected financial data for any period prior to the earliest audited 
financial statements presented in connection with the registrant's 
initial public offering of its common equity securities; or
    (2) A registration statement, periodic report, or other report 
filed under the Exchange Act, need not present selected financial data 
for any period prior to the earliest audited financial statements 
presented in connection with its first registration statement that 
became effective under the Exchange Act or the Securities Act.
* * * * *

0
9. Amend Sec.  229.303 by revising instruction 1 of the Instructions to 
Paragraph 303(a) to read as follows:


Sec.  229.303  (Item 303) Management's discussion and analysis of 
financial condition and results of operations.

* * * * *
    Instructions to paragraph 303(a): 1. The registrant's discussion 
and analysis shall be of the financial statements and other statistical 
data that the registrant believes will enhance a reader's understanding 
of its financial condition, changes in financial condition and results 
of operations. Generally, the discussion shall cover the three-year 
period covered by the financial statements and shall use year-to-year 
comparisons or any other formats that in the registrant's judgment 
enhance a reader's understanding. However, where trend information is 
relevant, reference to the five-year selected financial data appearing 
pursuant to Item 301 of Regulation S-K (Sec.  229.301) may be 
necessary. A smaller reporting company's discussion shall cover the 
two-year period required in Article 8 of Regulation S-X and shall use 
year-to-year comparisons or any other formats that in the registrant's 
judgment enhance a reader's understanding. An emerging growth company, 
as defined in Rule 405 of the Securities Act (Sec.  230.405 of this 
chapter) or Rule 12b-2 of the Exchange Act (Sec.  240.12b-2 of this 
chapter), may provide the discussion required in paragraph (a) of this 
Item for its two most recent fiscal years if, pursuant to Section 7(a) 
of the Securities Act of 1933 (15 U.S.C 77g(a)), it provides audited 
financial statements for two years in a Securities Act registration 
statement for the initial public offering of the emerging growth 
company's common equity securities.
* * * * *

0
10. Amend Sec.  229.308 by revising paragraph (b) to read as follows:


Sec.  229.308  (Item 308) Internal control over financial reporting.

* * * * *
    (b) Attestation report of the registered public accounting firm. If 
the registrant, other than a registrant that is an emerging growth 
company, as defined in Rule 405 of the Securities Act of 1933 (Sec.  
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act 
of 1934 (Sec.  240.12b-2 of this chapter), is an accelerated filer or a 
large accelerated filer (as defined in Sec.  240.12b-2 of this 
chapter), provide the registered public accounting firm's attestation 
report on the registrant's internal control over financial reporting in 
the registrant's annual report containing the disclosure required by 
this Item.
* * * * *

0
11. Amend Sec.  229.402 by revising paragraph (l) and the introductory 
text to paragraph (t)(1) to read as follows:


Sec.  229.402   (Item 402) Executive compensation.

* * * * *
    (l) Smaller reporting companies and emerging growth companies. A 
registrant that qualifies as a ``smaller reporting company,'' as 
defined by Item 10(f) (Sec.  229.10(f)(1)), or is an ``emerging growth 
company,'' as defined in Rule 405 of the Securities Act (Sec.  230.405 
of this chapter) or Rule 12b-2 of the Exchange Act (Sec.  240.12b-2 of 
this chapter), may provide the scaled disclosure in paragraphs (m) 
through (r) instead of paragraphs (a) through (k), (s), and (u) of this 
Item.
* * * * *
    (t) Golden parachute compensation. (1) In connection with any proxy 
or consent solicitation material providing the disclosure required by 
section 14A(b)(1) of the Exchange Act (15 U.S.C. 78n-1(b)(1)) or any 
proxy or consent

[[Page 17553]]

solicitation that includes disclosure under Item 14 of Schedule 14A 
(Sec.  240.14a-101 of this chapter) pursuant to Note A of Schedule 14A 
(excluding any proxy or consent solicitation of an ``emerging growth 
company,'' as defined in Rule 405 of the Securities Act (Sec.  230.405 
of this chapter) or Rule 12b-2 of the Exchange Act (Sec.  240.12b-2 of 
this chapter)), with respect to each named executive officer of the 
acquiring company and the target company, provide the information 
specified in paragraphs (t)(2) and (3) of this section regarding any 
agreement or understanding, whether written or unwritten, between such 
named executive officer and the acquiring company or target company, 
concerning any type of compensation, whether present, deferred or 
contingent, that is based on or otherwise relates to an acquisition, 
merger, consolidation, sale or other disposition of all or 
substantially all assets of the issuer, as follows:
* * * * *

0
12. Amend Sec.  229.1011 by revising instruction 1 of the Instructions 
to Item 1011(b) to read as follows:


Sec.  229.1011  (Item 1011) Additional information.

* * * * *
Instructions to Item 1011(b).
    1. The obligation to provide the information in paragraph (b) of 
this section shall not apply where the issuer whose securities are the 
subject of the Rule 13e-3 transaction or tender offer is a foreign 
private issuer, as defined in Sec.  240.3b-4 of this chapter, or an 
emerging growth company, as defined in Rule 405 of the Securities Act 
(Sec.  230.405 of this chapter) or Rule 12b-2 of the Exchange Act 
(Sec.  240.12b-2 of this chapter).
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
13. The authority citation for part 230 continues to read as follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Public Law 112-106, sec. 201(a), sec. 401, 126 
Stat. 313 (2012), unless otherwise noted.
    Section 230.151 is also issued under 15 U.S.C. 77s(a).
    Section 230.160 is also issued under Section 104(d) of the 
Electronic Signatures Act.
    Section 230.193 is also issued under sec. 943, Public Law 111-
203, 124 Stat. 1376.
    Sections 230.400 to 230.499 issued under 15 U.S.C. 77f, 77h, 
77j, 77s, unless otherwise noted.
    Section 230.502 is also issued under 15 U.S.C. 80a-8, 80a-29, 
80a-30.

0
14. Amend Sec.  230.405 by adding the definition ``Emerging growth 
company'' in alphabetical order to read as follows:


Sec.  230.405   Definitions of terms.

* * * * *
    Emerging growth company. (1) The term emerging growth company means 
an issuer that had total annual gross revenues of less than 
$1,070,000,000 during its most recently completed fiscal year.
    (2) An issuer that is an emerging growth company as of the first 
day of that fiscal year shall continue to be deemed an emerging growth 
company until the earliest of:
    (i) The last day of the fiscal year of the issuer during which it 
had total annual gross revenues of $1,070,000,000 or more;
    (ii) The last day of the fiscal year of the issuer following the 
fifth anniversary of the date of the first sale of common equity 
securities of the issuer pursuant to an effective registration 
statement under the Securities Act of 1933;
    (iii) The date on which such issuer has, during the previous three 
year period, issued more than $1,000,000,000 in non-convertible debt; 
or
    (iv) The date on which such issuer is deemed to be a large 
accelerated filer, as defined in Rule 12b-2 of the Exchange Act (Sec.  
240.12b-2 of this chapter).
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
15. The authority citation for part 239 is revised to read in part as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat. 
312, unless otherwise noted.
* * * * *

0
16. Amend Form S-1 (referenced in Sec.  239.11) by revising the text 
and check boxes on the cover page immediately before the ``Calculation 
of Registration Fee'' table to read as follows:

    Note:  The text of Form S-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [square]
* * * * *
0
17. Amend Form S-3 (referenced in Sec.  239.13) by revising the text 
and check boxes on the cover page immediately before the ``Calculation 
of Registration Fee'' table to read as follows:

    Note:  The text of Form S-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant

[[Page 17554]]

has elected not to use the extended transition period for complying 
with any new or revised financial accounting standards provided 
pursuant to Section 7(a)(2)(B) of the Securities Act. [square]
* * * * *

0
18. Amend Form S-8 (referenced in Sec.  239.16b) by revising the text 
and check boxes on the cover page immediately before the ``Calculation 
of Registration Fee'' table to read as follows:

    Note: The text of Form S-8 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [square]
* * * * *

0
19. Amend Form S-11 (referenced in Sec.  239.18) by revising the text 
and check boxes on the cover page immediately before the ``Calculation 
of Registration Fee'' table to read as follows:

    Note:  The text of Form S-11 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-11

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [square]
* * * * *

0
20. Amend Form S-4 (referenced in Sec.  239.25) by revising the text 
and check boxes on the cover page immediately before the ``Calculation 
of Registration Fee'' table to read as follows:

    Note:  The text of Form S-4 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [square]
* * * * *

0
21. Amend Form F-1 (referenced in Sec.  239.31) by adding text and two 
check boxes to the cover page immediately before the ``Calculation of 
Registration Fee'' table to read as follows:

    Note:  The text of Form F-1 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is an emerging growth 
company as defined in Rule 405 of the Securities Act of 1933.
    Emerging growth company [square]
    If an emerging growth company that prepares its financial 
statements in accordance with U.S. GAAP, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
[dagger] provided pursuant to Section 7(a)(2)(B) of the Securities Act. 
[square]
    [dagger] The term ``new or revised financial accounting standard'' 
refers to any update issued by the Financial Accounting Standards Board 
to its Accounting Standards Codification after April 5, 2012.
* * * * *

0
22. Amend Form F-3 (referenced in Sec.  239.33) by adding text and two 
check boxes to the cover page immediately before the ``Calculation of 
Registration Fee'' table to read as follows:

    Note:  The text of Form F-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is an emerging growth 
company as defined in Rule 405 of the Securities Act of 1933.
    Emerging growth company [square]
    If an emerging growth company that prepares its financial 
statements in accordance with U.S. GAAP, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
[dagger] provided pursuant to Section 7(a)(2)(B) of the Securities Act. 
[square]
    [dagger] The term ``new or revised financial accounting standard'' 
refers to any update issued by the Financial

[[Page 17555]]

Accounting Standards Board to its Accounting Standards Codification 
after April 5, 2012.
* * * * *

0
23. Amend Form F-4 (referenced in Sec.  239.34) by adding text and two 
check boxes to the cover page immediately before the ``Calculation of 
Registration Fee:'' table to read as follows:

    Note:  The text of Form F-4 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
    Indicate by check mark whether the registrant is an emerging growth 
company as defined in Rule 405 of the Securities Act of 1933.
    Emerging growth company [square]
    If an emerging growth company that prepares its financial 
statements in accordance with U.S. GAAP, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
[dagger] provided pursuant to Section 7(a)(2)(B) of the Securities Act. 
[square]
    [dagger] The term ``new or revised financial accounting standard'' 
refers to any update issued by the Financial Accounting Standards Board 
to its Accounting Standards Codification after April 5, 2012.
* * * * *

0
24. Amend Form C (referenced in Sec.  239.900) by revising the dollar 
amounts in Question 29 of the ``OPTIONAL QUESTION & ANSWER FORMAT FOR 
AN OFFERING STATEMENT'' as follows:

    Note: The text of Form C does not, and this amendment will not, 
appear in the Code of Federal Regulations.

0
a. Removing all references to ``$100,000'' and adding in their place 
``$107,000'';
0
b. Removing all references to ``$500,000'' and adding in their place 
``$535,000''; and
0
c. Removing reference to ``$1,000,000'' and adding in its place 
``$1,070,000.''

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
25. The general authority citation for part 240 is revised to read as 
follows:

    Authority:  15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20, 
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; and 
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and 
Pub. L. 111-203, 939A, 124 Stat. 1887 (2010); and secs. 503 and 602, 
Pub. L. 112-106, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
26. Amend Sec.  240.12b-2 by adding the definition ``Emerging growth 
company'' in alphabetical order to read as follows:


Sec.  240.12b-2  Definitions.

* * * * *
    Emerging growth company. (1) The term emerging growth company means 
an issuer that had total annual gross revenues of less than 
$1,070,000,000 during its most recently completed fiscal year.
    (2) An issuer that is an emerging growth company as of the first 
day of that fiscal year shall continue to be deemed an emerging growth 
company until the earliest of:
    (i) The last day of the fiscal year of the issuer during which it 
had total annual gross revenues of $1,070,000,000 or more;
    (ii) The last day of the fiscal year of the issuer following the 
fifth anniversary of the date of the first sale of common equity 
securities of the issuer pursuant to an effective registration 
statement under the Securities Act of 1933;
    (iii) The date on which such issuer has, during the previous three 
year period, issued more than $1,000,000,000 in non-convertible debt; 
or
    (iv) The date on which such issuer is deemed to be a large 
accelerated filer, as defined in Rule 12b-2 (Sec.  240.12b-2 of this 
chapter).
* * * * *

0
27. Amend Sec.  240.14a-21 by:
0
a. In paragraphs (a) and (b), removing ``If a solicitation is made by a 
registrant and the solicitation relates to an annual or other meeting 
of shareholders at which directors will be elected and for which the 
rules of the Commission require executive compensation disclosure 
pursuant to Item 402 of Regulation S-K (Sec.  229.402 of this 
chapter)'' and adding in its place ``If a solicitation is made by a 
registrant, other than an emerging growth company as defined in Rule 
12b-2 (Sec.  240.12b-2), and the solicitation relates to an annual or 
other meeting of shareholders at which directors will be elected and 
for which the rules of the Commission require executive compensation 
disclosure pursuant to Item 402 of Regulation S-K (Sec.  229.402 of 
this chapter)'';
0
b. In paragraph (c), removing ``If a solicitation is made by a 
registrant for a meeting of shareholders at which shareholders are 
asked to approve an acquisition, merger, consolidation or proposed sale 
or other disposition of all or substantially all the assets of the 
registrant, the registrant shall include a separate resolution subject 
to shareholder advisory vote to approve any agreements or 
understandings and compensation disclosed pursuant to Item 402(t) of 
Regulation S-K (Sec.  229.402(t) of this chapter)'' and adding in its 
place ``If a solicitation is made by a registrant, other than an 
emerging growth company as defined in Rule 12b-2 (Sec.  240.12b-2), for 
a meeting of shareholders at which shareholders are asked to approve an 
acquisition, merger, consolidation or proposed sale or other 
disposition of all or substantially all the assets of the registrant, 
the registrant shall include a separate resolution subject to 
shareholder advisory vote to approve any agreements or understandings 
and compensation disclosed pursuant to Item 402(t) of Regulation S-K 
(Sec.  229.402(t) of this chapter)''; and
0
c. Add item 4 to the Instructions to Sec.  240.14a-21.
    The addition reads as follows:


Sec.  240.14a-21  Shareholder approval of executive compensation, 
frequency of votes for approval of executive compensation and 
shareholder approval of golden parachute compensation.

* * * * *
    Instructions to Sec.  240.14a-21: * * *
    4. A registrant that has ceased being an emerging growth company 
shall include the first separate resolution described under Sec.  
240.14a-21(a) not later than the end of (i) in the case of a registrant 
that was an emerging growth company for less than two years after the 
date of first sale of common equity securities of the registrant 
pursuant to an effective registration statement under the Securities 
Act of 1933 (15 U.S.C 77a et seq.), the three-year period beginning on 
such date; and (ii) in the case of any other registrant, the one-year 
period beginning on the date the registrant is no longer an emerging 
growth company.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
28. The authority citation for part 249 continues to read in part as 
follows:

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 
5461 et seq.; 18 U.S.C. 1350;

[[Page 17556]]

Sec. 953(b) Pub. L. 111-203, 124 Stat. 1904; Sec. 102(a)(3) Pub. L. 
112-106, 126 Stat. 309 (2012), Sec. 107 Pub. L. 112-106, 126 Stat. 
313 (2012), and Sec. 72001 Pub. L. 114-94, 129 Stat. 1312 (2015), 
unless otherwise noted.
* * * * *

0
29. Amend Form 10 (referenced in Sec.  249.210) by revising the text 
and check boxes on the cover page immediately before the text 
``Information Required in the Registration Statement'' to read as 
follows:

    Note:  The text of Form 10 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 13(a) of the Exchange Act. [square]
* * * * *

0
30. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Revising the text and check boxes on the cover page immediately 
before the text ``Indicate by check mark which basis of accounting the 
registrant has used to prepare the financial statements included in 
this filing'';
0
b. Adding new Instruction 3 to ``Item 3.A'';
0
c. Adding new Instruction 4 to ``Item 8.A.2''; and
    The additions and revisions read as follows.

    Note:  The text of Form 20-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 20-F

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, or an 
emerging growth company. See the definitions of ``large accelerated 
filer,'' ``accelerated filer,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square]
    Emerging growth company [square]
    If an emerging growth company that prepares its financial 
statements in accordance with U.S. GAAP, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
[dagger] provided pursuant to Section 13(a) of the Exchange Act. 
[square]
    [dagger] The term ``new or revised financial accounting standard'' 
refers to any update issued by the Financial Accounting Standards Board 
to its Accounting Standards Codification after April 5, 2012.
* * * * *

Item 3. Key Information

* * * * *
    Instructions to Item 3A:
* * * * *
    3. If you are an emerging growth company, as defined in Rule 12b-2 
of the Exchange Act (Sec.  240.12b-2 of this chapter), that is 
providing the information called for by Item 3.A.1 in: (1) A Securities 
Act registration statement, you do not need to present selected 
financial data for any period prior to the earliest audited financial 
statements presented in connection with the initial public offering of 
your common equity securities; or (2) a registration statement, 
periodic report, or other report filed under the Exchange Act, you do 
not need to present selected financial data in accordance with this 
Item for any period prior to the earliest audited financial statements 
presented in connection with your first registration statement that 
became effective under the Exchange Act or the Securities Act.
* * * * *

Item 8. Financial Information

* * * * *
    Instructions to Item 8.A.2:
* * * * *
    4. If you are an emerging growth company, as defined in Rule 12b-2 
(Sec.  240.12b-2 of this chapter), you do not need to present more than 
two years of audited financial statements in your registration 
statement for an initial public offering of your common equity 
securities.
* * * * *

Item 15. Controls and Procedures

* * * * *
    (4) If an issuer is an accelerated filer or a large accelerated 
filer (as defined in Sec.  240.12b-2 of this chapter), other than an 
emerging growth company (as defined in Sec.  240.12b-2 of this 
chapter), or otherwise includes in its annual report a registered 
public accounting firm's attestation report on internal control over 
financial reporting, a statement that the registered public accounting 
firm that audited the financial statements included in the annual 
report containing the disclosure required by this Item has issued an 
attestation report on management's assessment of the issuer's internal 
control over financial reporting.
    (c) Attestation report of the registered public accounting firm. If 
an issuer is an accelerated filer or a large accelerated filer (as 
defined in Sec.  240.12b-2 of this chapter), other than an emerging 
growth company (as defined in Sec.  240.12b-2 of this chapter), and 
where the Form is being used as an annual report filed under Section 
13(a) or 15(d) of the Exchange Act, provide the registered public 
accounting firm's attestation report on management's assessment of the 
issuer's internal control over financial reporting in the issuer's 
annual report containing the disclosure required by this Item.
* * * * *

0
31. Amend Form 40-F (referenced in Sec.  249.240f) by:
0
a. Adding text and two check boxes to the cover page immediately before 
the General Instructions;
0
b. Revising paragraph (6)(c)(4) and (d) to General Instruction B.
    The additions and revisions read as follows.

    Note: The text of Form 40-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

FORM 40-F

* * * * *
    Indicate by check mark whether the registrant is an emerging growth 
company as defined in Rule 12b-2 of the Exchange Act.
    Emerging growth company [square]
    If an emerging growth company that prepares its financial 
statements in accordance with U.S. GAAP, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
[dagger]

[[Page 17557]]

provided pursuant to Section 13(a) of the Exchange Act. [square]
    [dagger] The term ``new or revised financial accounting standard'' 
refers to any update issued by the Financial Accounting Standards Board 
to its Accounting Standards Codification after April 5, 2012.
* * * * *

B. Information To Be Filed on This Form

* * * * *
    (6) * * *
    (c) Management's annual report on internal control over financial 
reporting. * * *
    (4) If an issuer, other than an emerging growth company, as defined 
in Rule 12b-2 of the Exchange Act, a statement that the registered 
public accounting firm that audited the financial statements included 
in the annual report containing the disclosure required by this Item 
has issued an attestation report on management's assessment of the 
issuer's internal control over financial reporting.
    (d) Attestation report of the registered public accounting firm. 
Where the Form is being used as an annual report filed under Section 
13(a) or 15(d) of the Exchange Act, the issuer, other than an emerging 
growth company, as defined in Rule 12b-2 of the Exchange Act, must 
provide the registered public accounting firm's attestation report on 
management's assessment of internal control over financial reporting in 
the annual report containing the disclosure required by this Item.
* * * * *

0
32. Amend Form 8-K (referenced in Sec.  249.308) by adding text and two 
check boxes to the cover page immediately before the General 
Instructions to read as follows:

    Note: The text of Form 8-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
1934
* * * * *
    Indicate by check mark whether the registrant is an emerging growth 
company as defined in as defined in Rule 405 of the Securities Act of 
1933 (Sec.  230.405 of this chapter) or Rule 12b-2 of the Securities 
Exchange Act of 1934 (Sec.  240.12b-2 of this chapter).
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 13(a) of the Exchange Act. [square]
* * * * *

0
33. Amend Form 10-Q (referenced in Sec.  249.308a) by revising the text 
and check boxes on the cover page immediately before the text 
``Indicate by check mark whether the registrant is a shell company (as 
defined in Rule 12b-2 of the Exchange Act).'' to read as follows:

    Note:  The text of Form 10-Q does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 13(a) of the Exchange Act. [square]
* * * * *

0
34. Amend Form 10-K (referenced in Sec.  249.310) by revising the text 
and check boxes on the cover page immediately before the text 
``Indicate by check mark whether the registrant is a shell company (as 
defined in Rule 12b-2 of the Exchange Act).'' to read as follows:

    Note:  The text of Form 10-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

* * * * *
    Indicate by check mark whether the registrant is a large 
accelerated filer, an accelerated filer, a non-accelerated filer, 
smaller reporting company, or an emerging growth company. See the 
definitions of ``large accelerated filer,'' ``accelerated filer,'' 
``smaller reporting company,'' and ``emerging growth company'' in Rule 
12b-2 of the Exchange Act.
    Large accelerated filer [square]
    Accelerated filer [square]
    Non-accelerated filer [square] (Do not check if a smaller reporting 
company)
    Smaller reporting company [square]
    Emerging growth company [square]
    If an emerging growth company, indicate by check mark if the 
registrant has elected not to use the extended transition period for 
complying with any new or revised financial accounting standards 
provided pursuant to Section 13(a) of the Exchange Act. [square]
* * * * *

    By the Commission.

    Dated: March 31, 2017.
Brent J. Fields,
Secretary.
[FR Doc. 2017-06797 Filed 4-11-17; 8:45 am]
 BILLING CODE 8011-01-P