[Federal Register Volume 83, Number 93 (Monday, May 14, 2018)]
[Rules and Regulations]
[Pages 22190-22193]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-10227]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232 and 249

[Release Nos. 33-10486; 34-83097; IC-33077]
RIN 3235-AM37


Amendments to Forms and Schedules To Remove Provision of Certain 
Personally Identifiable Information

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: We are adopting revisions to forms filed under the Securities 
Exchange Act of 1934 (``Exchange Act'') to eliminate the portion of 
those forms that requests filers to furnish certain personally 
identifiable information (``PII'') of natural persons, including Social 
Security numbers.

[[Page 22191]]


DATES: Effective May 14, 2018. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of May 14, 2018.

FOR FURTHER INFORMATION CONTACT: With regard to the amendments to Form 
Funding Portal and Schedule A to Form MSD, Timothy White, Senior 
Special Counsel, and Brice Prince, Special Counsel, at (202) 551-5550, 
Division of Trading and Markets, and with regard to the amendments to 
Form MA and Form MA-I and Instructions for the Form MA Series, Rebecca 
J. Olsen, Acting Director, or Ahmed A. Abonamah, Senior Counsel to the 
Director, at (202) 551-5680, Office of Municipal Securities, U.S. 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549.

SUPPLEMENTARY INFORMATION: We are adopting amendments to Form Funding 
Portal,\1\ Form MSD,\2\ Form MA,\3\ Form MA-I,\4\ and Instructions for 
the Form MA Series \5\ under the Exchange Act.\6\ We are also adopting 
an updated EDGAR Filer Manual Volume II (Version 46) (``EDGAR Filer 
Manual'') to make conforming technical changes with regard to the 
instructions to filing Form Funding Portal, Form MA and Form MA-I on 
EDGAR.\7\
---------------------------------------------------------------------------

    \1\ 17 CFR 249.2000.
    \2\ 17 CFR 249.1100.
    \3\ 17 CFR 249.1300.
    \4\ 17 CFR 249.1310.
    \5\ 78 FR 67476.
    \6\ 15 U.S.C. 78a et seq.
    \7\ The EDGAR Filer Manual contains all the technical 
specifications for filers to submit filings using the EDGAR system. 
We originally adopted the EDGAR Filer Manual on April 1, 1993, with 
an effective date of April 26, 1993. Release No. 33-6986 (April 1, 
1993) [58 FR 18638]. Filers must comply with the applicable 
provisions of the EDGAR Filer Manual in order to assure the timely 
acceptance and processing of filings made in electronic format. See 
Rule 301 of Regulation S-T (17 CFR 232.301). Filers may consult the 
EDGAR Filer Manual in conjunction with our rules governing mandated 
electronic filing when preparing documents for electronic 
submission. We adopted the most recent update to the EDGAR Filer 
Manual on March 8, 2018. See Release No. 33-10467 (March 8, 2018) 
[84 FR 11637]. For additional history of EDGAR Filer Manual 
revisions, please see the citations therein. The updated manual will 
be incorporated by reference into the Code of Federal Regulations.
---------------------------------------------------------------------------

I. Discussion

    Commission rules and regulations require the filing of information 
by natural persons, as well as by corporate and other entities. We are 
amending certain forms that request filers to provide certain sensitive 
PII of natural persons, including Social Security numbers.\8\ The 
amended forms will no longer include any reference to such PII and will 
no longer request such PII. We have determined that the Commission can 
achieve its regulatory objectives without the sensitive PII that will 
no longer be requested on these forms.
---------------------------------------------------------------------------

    \8\ The forms the Commission is amending today are either not 
disseminated to the public or are disseminated to the public only 
after such PII is redacted.
---------------------------------------------------------------------------

    Specifically, the amendments being adopted today would make the 
following changes to Commission forms:
     Form Funding Portal: Remove references to Social Security 
number and date of birth from Schedule A, Schedule B and General 
Instruction 1.
     Form MA: Remove references to Social Security number from 
Item 1.C.(2), Item 7.(b) of Schedule A and the chart in Schedule A-2, 
Item 8.(b) of Schedule B and the chart in Schedule B-2, the chart in 
Schedule A-2 in Item 4 of Schedule C, and the chart in Schedule B-2 of 
Item 5 of Schedule C; remove references to date of birth from Item 
7.(b) of Schedule A and the chart in Schedule A-2, Item 8.(b) and the 
chart in Schedule B-2, the chart in Schedule A-2 in Item 4 of Schedule 
C, and the chart in Schedule B-2 of Item 5 of Schedule C; and remove 
references to foreign identity number from Item 7.(b) of Schedule A and 
the chart in Schedule A-2, Item 8.(b) of Schedule B and the chart in 
Schedule B-2, the chart in Schedule A-2 in Item 4 of Schedule C, and 
the chart in Schedule B-2 of Item 5 of Schedule C.
     Form MA-I: Remove references to Social Security number 
from Item 1.A.
     Instructions for the Form MA Series: Remove references to 
Social Security number from Section 1 of the Specific Instructions for 
Certain Items in Form MA-I.
     Form MSD: Remove references to date of birth and place of 
birth from Item III of Schedule A.
    We are also revising the EDGAR Filer Manual to provide instructions 
to filers for submitting Form Funding Portal, Form MA and Form MA-I 
without the information that we are removing from the forms in a manner 
that will permit the EDGAR system to accept the submission.\9\
---------------------------------------------------------------------------

    \9\ As EDGAR programming is changed in subsequent EDGAR Releases 
to reflect the removal of this information from the forms, we will 
make additional conforming changes to the EDGAR Filer Manual.
---------------------------------------------------------------------------

II. Economic Analysis

    Under the final amendments, the Commission will no longer request 
or reference certain sensitive PII in Forms Funding Portal, MA, MA-I, 
MSD, and Instructions for the Form MA Series. Under the amendments 
being adopted, filers will not be required to obtain or provide 
information in lieu of providing a Social Security number, foreign 
identity number, or date or place of birth.
    We are mindful of the costs and benefits of the final amendments. 
Currently, filers may provide certain sensitive PII, such as Social 
Security numbers and dates of birth, in Forms Funding Portal, MA, MA-I, 
and MSD submitted to the Commission. Based on staff analysis of EDGAR 
filings made during the 2017 calendar year, we estimate that, in total, 
there were approximately 634 filings by 391 filers of Form MA and 
amendments to it; 2,695 filings by 435 filers of Form MA-I and 
amendments to it; 20 filings by 9 filers of Form MSD; and 52 filings by 
29 filers of Form Funding Portal and amendments to it (including 
filings that were filed but not publicly disseminated, there were 
approximately 106 filings by 71 filers of Form Funding Portal and 
amendments to it).\10\
---------------------------------------------------------------------------

    \10\ These estimates exclude filings of registration withdrawal 
forms.
---------------------------------------------------------------------------

    The collection of sensitive PII, such as Social Security numbers, 
can result in costs to filers. For example, in the event of 
unauthorized access or release of certain sensitive PII, filers may 
face costs related to ongoing identity protection and monitoring, as 
well as reputational costs, operational costs, and losses from theft in 
the event misappropriated PII is used by bad actors.
    At the same time, the collection and storage of PII may facilitate 
regulatory oversight of filers, including certain Commission 
enforcement and examination functions, as well as the unique 
identification of natural person filers and their associated 
persons.\11\ The Commission is cognizant of both the risks and benefits 
of collecting sensitive PII in the forms being amended, and it has 
determined that other information in these forms is sufficient to 
achieve its regulatory objectives, including its enforcement and 
examination functions, without the

[[Page 22192]]

sensitive PII that filers may provide on these forms.
---------------------------------------------------------------------------

    \11\ We note that Form MSD is also filed with certain federal 
bank regulatory agencies, which also receive Form MSD-4 filings 
containing information about natural persons who are, or who seek to 
be, associated with a bank municipal securities dealer as a 
municipal securities principal or municipal securities 
representative. The federal bank regulatory agencies jointly adopted 
Form MSD-4 (Uniform Application for Municipal Securities Principal 
or Municipal Securities Representative Associated with a Bank 
Municipal Securities Dealer) to collect information on natural 
persons associated with bank municipal securities dealers as 
required by Rule G-7 (Information Concerning Associated Persons) of 
the Municipal Securities Rulemaking Board (``MSRB'') in 1977. See 42 
FR 45289 (Sept. 9, 1977).
---------------------------------------------------------------------------

    We do not believe that the final amendments will substantially 
impact efficiency, competition, or capital formation. Since the forms 
being amended are either not publicly disseminated, or are disseminated 
to the public in redacted form, the amendments do not affect the 
information made available to the public. As such, we do not expect the 
final amendments to impact informational efficiency. To the extent that 
potential registrants may be concerned about the risks of unauthorized 
access to the PII that is the subject of the amendments, the amendments 
eliminate such risks and may reduce the anticipated cost of Commission 
filing requirements. To the extent these changes could incentivize 
additional participants to register as crowdfunding portals, municipal 
advisors, and municipal securities dealers, we believe the likely 
effects on competition, allocative efficiency, and capital formation to 
be marginal.

III. 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.'' \12\ Since the amendments to the forms to delete the 
provision of certain PII do not impact the information available to the 
public or otherwise meaningfully impact the Commission's regulatory 
functions, we find that it is unnecessary to publish notice of the 
amendments in the Federal Register and solicit public comment 
thereon.\13\
---------------------------------------------------------------------------

    \12\ 5 U.S.C. 553(b)(3)(B).
    \13\ 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 May 14, 
2018.\14\
---------------------------------------------------------------------------

    \14\ 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.

IV. Paperwork Reduction Act

    We do not believe the amendments appreciably alter 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'').\15\ Accordingly, we 
are not revising any burden and cost estimates in connection with these 
amendments.
---------------------------------------------------------------------------

    \15\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

V. Statutory Authority

    The amendments contained in this release are being adopted under 
the authority set forth in Sections 15, 15B(a), 17(a), and 23(a) of the 
Exchange Act.

List of Subjects

17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

17 CFR Part 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 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The authority citation for part 232 continues to read in part as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350, 
unless otherwise noted.

* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301   EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 30 (March 2018). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 46 (April 2018). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer 
Manual, Volume III: ``N-SAR Supplement,'' Version 6 (January 2017). All 
of these provisions have been incorporated by reference into the Code 
of Federal Regulations, which action was approved by the Director of 
the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 
51. You must comply with these requirements in order for documents to 
be timely received and accepted. The EDGAR Filer Manual is available 
for website viewing and printing; the address for the Filer Manual is 
https://www.sec.gov/info/edgar/edmanuals.htm. You can obtain paper 
copies of the EDGAR Filer Manual from the following address: Public 
Reference Room, U.S. Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. You can also inspect the document at the National 
Archives and Records Administration (NARA). For information on the 
availability of this material at NARA, call 202-741-6030, or go to: 
https://www.archives.gov/federal-register/cfr/ibr-locations.html.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
3. The authority citation for part 249 continues to read 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; 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
4. Amend Form Funding Portal (referenced in Section 249.2000) by:
0
a. Removing from Schedule A and Schedule B ``(If None: S.S. No. and 
Date of Birth, IRS Tax No., or IRS Employer ID No.)'' and replacing it 
with ``(If None: IRS Tax No. or IRS Employer ID No., if applicable, or 
if none, enter 0000000)''; and
0
b. Removing references to ``social security number'' and ``date of 
birth'' from the first sentence of Form Funding Portal Instructions, 
General Instructions 1.


[[Page 22193]]


    Note:  The text of Form Funding Portal does not, and the 
amendments will not, appear in the Code of Federal Regulations.


0
5. Amend Form MSD (referenced in Sec.  249.1100) by deleting the text, 
``(b) Date of Birth (c) City of Birth: (d) State or Province: (e) 
Country:'' and the surrounding text boxes from Item III of Schedule A 
of Form MSD.

    Note:  The text of Form MSD does not, and the amendments will 
not, appear in the Code of Federal Regulations.


0
6. Amend Form MA (referenced in Section 249.1300)
    by:
0
a. Removing Item 1.(c)(2);
0
b. Revising the second sentence in Item 7.(b) of Schedule A and 
Item8.(b) of Schedule B, ``If not registered with the CRD, then enter 
the Social Security Number (``SSN'') or Foreign Identity Number; and 
enter the Date of Birth (``DOB''). Social security numbers, foreign 
identity numbers, and dates of birth will not be publicly 
disseminated.'' to read, ``If not registered with the CRD, enter 
0000000.'';
0
c. Revising ``(If None: SSN and DOB, or Foreign ID No. and DOB)'' in 
the ``Individual CRD No.'' column in Schedule A-2, Schedule B-2, 
Schedule A-2 of Item 4 in Schedule C, and Schedule B-2 in Item 5 of 
Schedule C to read, ``(If none: enter 0000000)''; and
0
d. Removing the second, third, and fourth sub-columns entitled ``SSN,'' 
``DOB,'' and ``Foreign ID No.,'' respectively, under the ``Individual 
CRD No.'' column in Schedule A-2, Schedule B-2, Schedule A-2 in Item 4 
of Schedule C, and Schedule B-2 in Item 5 of Schedule C.
0
e. Note: The text of Form MA does not, and the amendments will not, 
appear in the Code of Federal Regulations.

0
7. Amend Form MA-I (referenced in Section 249.1310)
    by:
0
a. Removing ``Social Security No.: _____ The Social Security Number 
will not be included in publicly available versions of this form.'' 
from Item 1.A .
0
b. Note: The text of Form MA-I does not, and the amendments will not, 
appear in the Code of Federal Regulations.

0
8. Amend the Instructions for the Form MA Series by:
0
c. Removing ``Social Security Number. A social security number is 
needed for regulatory purposes. However, the version of completed Form 
MA-I that will be available for viewing by the public will not show a 
social security number.'' from Section 1 of the Specific Instructions 
for Certain Items in Form MA-I and replacing with ``Until EDGAR has 
been updated to remove the field, enter 000-00-0000 in the in the 
Social Security Number Field when preparing for MA-I for transmission 
to EDGAR.''
0
d. Note: The text of Form MA Series does not, and the amendments will 
not, appear in the Code of Federal Regulations.
* * * * *

    By the Commission.

    Dated: April 24, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-10227 Filed 5-11-18; 8:45 am]
 BILLING CODE 8011-01-P