[Federal Register Volume 86, Number 15 (Tuesday, January 26, 2021)]
[Notices]
[Pages 7158-7159]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-01663]
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SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-86, OMB Control No. 3235-0080]
Submission for OMB Review; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736
Extension:
Rule 12d2-2 and Form 25
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') has submitted to the Office of Management
and Budget (``OMB'') a request for approval of
[[Page 7159]]
extension of the existing collection of information provided for in
Rule 12d2-2 (17 CFR 240.12d2-2) and Form 25 (17 CFR 249.25) under the
Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).
On February 12, 1935, the Commission adopted Rule 12d2-2 \1\ and
Form 25, under the Securities Exchange Act of 1934 (``Act''), to
establish the conditions and procedures under which a security may be
delisted from an exchange and withdrawn from registration under Section
12(b) of the Act.\2\ The Commission adopted amendments to Rule 12d2-2
and Form 25 in 2005.\3\ Under the adopted Rule 12d2-2, all issuers and
national securities exchanges seeking to delist and deregister a
security in accordance with the rules of an exchange must file the
adopted version of Form 25 with the Commission. The Commission also
adopted amendments to Rule 19d-1 under the Act to require exchanges to
file the adopted version of Form 25 as notice to the Commission under
Section 19(d) of the Act. Finally, the Commission adopted amendments to
exempt standardized options and security futures products from Section
12(d) of the Act. These amendments are intended to simplify the
paperwork and procedure associated with a delisting and to unify
general rules and procedures relating to the delisting process.
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\1\ See Securities Exchange Act Release No. 98 (February 12,
1935).
\2\ See Securities Exchange Act Release No. 7011 (February 5,
1963), 28 FR 1506 (February 16, 1963).
\3\ See Securities Exchange Act Release No. 52029 (July 14,
2005), 70 FR 42456 (July 22, 2005).
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Form 25 is useful because it informs the Commission that a security
previously traded on an exchange is no longer traded. In addition, Form
25 enables the Commission to verify that the delisting and/or
deregistration has occurred in accordance with the rules of the
exchange. Further, Form 25 helps to focus the attention of delisting
issuers to make sure that they abide by the proper procedural and
notice requirements associated with a delisting and/or deregistration.
Without Rule 12d2-2 and Form 25, as applicable, the Commission would be
unable to fulfill its statutory responsibilities.
There are 24 national securities exchanges that could possibly be
respondents complying with the requirements of the Rule and Form 25.\4\
The burden of complying with Rule 12d2-2 and Form 25 is not evenly
distributed among the exchanges, however, since there are many more
securities listed on the New York Stock Exchange, the NASDAQ Stock
Market, and NYSE American than on the other exchanges. However, for
purposes of this filing, the Commission staff has assumed that the
number of responses is evenly divided among the exchanges. Since
approximately 830 responses under Rule 12d2-2 and Form 25 for the
purpose of delisting and/or deregistration of equity securities are
received annually by the Commission from the national securities
exchanges, the resultant aggregate annual reporting hour burden would
be, assuming on average one hour per response, 830 annual burden hours
for all exchanges (24 exchanges x an average of 34.6 responses per
exchange x 1 hour per response). In addition, since approximately 110
responses are received by the Commission annually from issuers wishing
to remove their securities from listing and registration on exchanges,
the Commission staff estimates that the aggregate annual reporting hour
burden on issuers would be, assuming on average one reporting hour per
response, 110 annual burden hours for all issuers (110 issuers x 1
response per issuer x 1 hour per response). Accordingly, the total
annual hour burden for all respondents to comply with Rule 12d2-2 is
940 hours (830 hours for exchanges + 110 hours for issuers). The total
related internal compliance cost associated with these burden hours is
$201,615 ($166,415 for exchanges plus $35,200 for issuers).
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\4\ The staff notes that a few of these 24 registered national
securities exchanges only have rules to permit the listing of
standardized options, which are exempt from Rule 12d2-2 under the
Act. Nevertheless, the staff counted national securities exchanges
that can only list options as potential respondents because these
exchanges could potentially adopt new rules, subject to Commission
approval under Section 19(b) of the Act, to list and trade equity
and other securities that have to comply with Rule 12d2-2 under the
Act. Notice registrants that are registered as national securities
exchanges solely for the purposes of trading securities futures
products have not been counted since, as noted above, securities
futures products are exempt from complying with Rule 12d-2-2 under
the Act and therefore do not have to file Form 25.
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The collection of information obligations imposed by Rule 12d2-2
and Form 25 are mandatory. The response will be available to the public
and will not be kept confidential.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
The public may view background documentation for this information
collection at the following website: www.reginfo.gov. Find this
particular information collection by selecting ``Currently under 30-day
Review--Open for Public Comments'' or by using the search function.
Written comments and recommendations for the proposed information
collection should be sent within 30 days of publication of this notice
to (i) www.reginfo.gov/public/do/PRAMain and (ii) David Bottom,
Director/Chief Information Officer, Securities and Exchange Commission,
c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549, or by
sending an email to: [email protected].
Dated: Janaury 21, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-01663 Filed 1-25-21; 8:45 am]
BILLING CODE 8011-01-P