[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]


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

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delisted from an exchange and withdrawn from registration under Section 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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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).
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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