[Federal Register Volume 87, Number 232 (Monday, December 5, 2022)]
[Notices]
[Page 74463]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-26336]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-453, OMB Control No. 3235-0510]


Submission for OMB Review; Comment Request; Extension: Rule 302

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    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 extension of 
the previously approved collection of information provided for in Rule 
302 (17 CFR 242.302) of Regulation ATS (17 CFR 242.300 et seq.) under 
the Securities and Exchange Act of 1934 (``Act'') (15 U.S.C. 78a et 
seq.).
    Regulation ATS sets forth a regulatory regime for ``alternative 
trading systems'' (``ATSs''). An entity that meets the definition of an 
exchange must register, pursuant to Section 5 of the Exchange Act, as a 
national securities exchange under Section 6 of the Exchange Act \1\ or 
operate pursuant to an appropriate exemption.\2\ One of the available 
exemptions is for ATSs.\3\ Exchange Act Rule 3a1-1(a)(2) exempts from 
the definition of ``exchange'' under Section 3(a)(1) an organization, 
association, or group of persons that complies with Regulation ATS.\4\ 
Regulation ATS requires an ATS to, among other things, register as a 
broker-dealer with the Securities and Exchange Commission (``SEC''), 
file a Form ATS with the Commission to notice its operations, and 
establish written safeguards and procedures to protect subscribers' 
confidential trading information. An ATS that complies with Regulation 
ATS and operates pursuant to the Rule 3a1-1(a)(2) exemption would not 
be required by Section 5 to register as a national securities exchange. 
Rule 302 of Regulation ATS (17 CFR 242.302) describes the recordkeeping 
requirements for ATSs. Under Rule 302, ATSs are required to make a 
record of subscribers to the ATS, daily summaries of trading in the 
ATS, and time-sequenced records of order information in the ATS.
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    \1\ See 15 U.S.C. 78e and 78f. A ``national securities 
exchange'' is an exchange registered as such under Section 6 of the 
Exchange Act.
    \2\ 15 U.S.C. 78a et seq.
    \3\ Rule 300(a) of Regulation ATS provides that an ATS is ``any 
organization, association, person, group of persons, or system: (1) 
[t]hat constitutes, maintains, or provides a market place or 
facilities for bringing together purchasers and sellers of 
securities or for otherwise performing with respect to securities 
the functions commonly performed by a stock exchange within the 
meaning of [Exchange Act Rule 3b-16]; and (2) [t]hat does not: (i) 
[s]et rules governing the conduct of subscribers other than the 
conduct of subscribers' trading on such [ATS]; or (ii) [d]iscipline 
subscribers other than by exclusion from trading.''
    \4\ See 17 CFR 240.3a1-1(a)(2).
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    The information required to be collected under Rule 302 should 
increase the abilities of the Commission, state securities regulatory 
authorities, and the self-regulatory organizations (``SROs'') to ensure 
that ATSs are in compliance with Regulation ATS as well as other 
applicable rules and regulations. If the information is not collected 
or collected less frequently, the regulators would be limited in their 
ability to comply with their statutory obligations, provide for the 
protection of investors, and promote the maintenance of fair and 
orderly markets.
    Respondents consist of ATSs that choose to operate pursuant to the 
exemption provided by Regulation ATS from registration as national 
securities exchanges. There are currently 101 respondents. These 
respondents will spend a total of approximately 4,545 hours per year 
(101 respondents at 45 burden hours/respondent) to comply with the 
recordkeeping requirements of Rule 302. At an average cost per burden 
hour of $83, the resultant total related internal cost of compliance 
for these respondents is approximately $377,235 per year (4,545 burden 
hours multiplied by $83/hour).
    Compliance with Rule 302 is mandatory. The information required by 
Rule 302 is available only for the examination of the Commission staff, 
state securities authorities, and the SROs. Subject to the provisions 
of the Freedom of Information Act, 5 U.S.C. 522 (``FOIA''), and the 
Commission's rules thereunder (17 CFR 200.80(b)(4)(iii)), the 
Commission does not generally publish or make available information 
contained in any reports, summaries, analyses, letters, or memoranda 
arising out of, in anticipation of, or in connection with an 
examination or inspection of the books and records of any person or any 
other investigation.
    ATSs are required to preserve, for at least three years, any 
records made in the process of complying with the requirements set out 
in Rule 302.
    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 by January 4, 2023 to (i) www.reginfo.gov/public/do/PRAMain and (ii) David Bottom, Director/Chief Information 
Officer, Securities and Exchange Commission, c/o John Pezzullo, 100 F 
Street NE, Washington, DC 20549, or by sending an email to: 
[email protected].

    Dated: November 29, 2022.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-26336 Filed 12-2-22; 8:45 am]
BILLING CODE 8011-01-P