[Federal Register Volume 88, Number 35 (Wednesday, February 22, 2023)]
[Notices]
[Pages 10895-10899]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-03655]


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FEDERAL DEPOSIT INSURANCE CORPORATION

[OMB No. 3064-0030]


Agency Information Collection Activities: Proposed Collection 
Renewal; Comment Request

AGENCY: Federal Deposit Insurance Corporation (FDIC).

ACTION: Notice and request for comment.

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SUMMARY: The FDIC, as part of its obligations under the Paperwork 
Reduction Act of 1995, invites the general public and other Federal 
agencies to take this opportunity to comment on the request to renew 
the existing information collection described below (OMB Control No.

[[Page 10896]]

3064-0030). The notice of the proposed renewal for this information 
collection was previously published in the Federal Register allowing 
for a 60-day comment period.

DATES: Comments must be submitted on or before March 24, 2023.

ADDRESSES: Interested parties are invited to submit written comments to 
the FDIC by any of the following methods:
     Agency Website: https://www.fdic.gov/resources/regulations/federal-register-publications/.
     Email: [email protected]. Include the name and number of 
the collection in the subject line of the message.
     Mail: Manny Cabeza (202-898-3767), Regulatory Counsel, MB-
3128, Federal Deposit Insurance Corporation, 550 17th Street NW, 
Washington, DC 20429.
     Hand Delivery: Comments may be hand-delivered to the guard 
station at the rear of the 17th Street NW building (located on F Street 
NW), on business days between 7:00 a.m. and 5:00 p.m.
    Written comments and recommendations for the proposed information 
collection should be sent within 30 days of publication of this notice 
to www.reginfo.gov/public/do/PRAMain. Find this particular information 
collection by selecting ``Currently under 30-day Review--Open for 
Public Comments'' or by using the search function.

FOR FURTHER INFORMATION CONTACT: Manny Cabeza, Regulatory Counsel, 202-
898-3767, [email protected], MB-3128, Federal Deposit Insurance 
Corporation, 550 17th Street NW, Washington, DC 20429.

SUPPLEMENTARY INFORMATION: Proposal to renew the following currently 
approved collection of information:
    1. Title: Securities of State Nonmember Banks and State Savings 
Associations.
    OMB Number: 3064-0030.
    Affected Public: Insured state nonmember banks and state savings 
associations.
    Burden Estimate:

                                       Summary of Estimated Annual Burden
                                               [OMB No. 3064-0030]
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                                 Type of burden                      Number of       Time per
    Information collection        (frequency of      Number of     responses per     response      Annual burden
    (obligation to respond)         response)       respondents     respondent        (HH:MM)         (hours)
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1. Form 3: Initial Statement    Reporting (On                 20            1.33           01:00              27
 of Beneficial Ownership, 12     Occasion).
 CFR 335.611 (Mandatory).
2. Form 4: Statement of         Reporting (On                 20           79.48           00:30             795
 Changes in Beneficial           Occasion).
 Ownership, 12 CFR 335.612
 (Mandatory).
3. Form 5: Annual Statement of  Reporting                     20            0.92           01:00              18
 Beneficial Ownership, 12 CFR    (Annual).
 335.613 (Mandatory).
4. Form 8-A: Registration of    Reporting (On                  3               1           03:00               9
 Certain Classes of              Occasion).
 Securities, 12 CFR 335.211.
5. Form 8-K: Current Report,    Reporting (On                 20           10.03           05:17           1,062
 12 CFR 335.311 (Mandatory).     Occasion).
6. Form 10: General Form for    Reporting (On                  1               1          215:33             216
 the Registration of             Occasion).
 Securities, 12 CFR 335.211
 (Mandatory).
7. Form 10-K: Annual Report,    Reporting                     20             1.1        1,296:50          28,530
 12 CFR 335.311 (Mandatory).     (Annual).
8. Form 10-Q: Quarterly         Reporting                     20             3.1          104:40           6,489
 Report, 12 CFR 335.311          (Quarterly).
 (Mandatory).
9. Form 12b-25: Notification    Reporting (On                  3               1           02:30               8
 of Late Filing, 12 CFR          Occasion).
 335.211 (Mandatory).
10. Form 15: Certification and  Reporting (On                  1               1           01:30               2
 Notice of Termination or        Occasion).
 Registration, 12 CFR 335.211
 (Mandatory).
11. Form 25: Notification of    Reporting (On                  1               1           01:00               1
 Removal from Listing and        Occasion).
 Registration, 12 CFR 335.211
 (Mandatory).
12. Schedule 13D: Certain       Reporting (On                  1               1           14:30              15
 Beneficial Ownership Changes,   Occasion).
 12 CFR 335.211 (Mandatory).
13. Schedule 13-E-3: Going      Reporting (On                  1               1          137:25             137
 Private Transactions by         Occasion).
 Certain Issuers or Their
 Affiliates, 12 CFR 335.211
 (Mandatory).
14. Schedule 13G: Certain       Reporting (On                  5               1           12:24              62
 Acquisitions of Stock, 12 CFR   Occasion).
 335.211 (Mandatory).
15. Schedule 14A: Proxy         Reporting                     20             1.1          120:06           2,642
 Statements, 12 CFR 335.211      (Annual).
 (Mandatory).
16. Schedule 14C: Information   Reporting (On                 20             1.1           96:52           2,131
 Required in Information         Occasion).
 Statements, 12 CFR 335.211
 (Mandatory).

[[Page 10897]]

 
17. Schedule 14D-1: Tender      Reporting (On                  4               1           22:23              90
 Offer, 12 CFR 335.211           Occasion).
 (Mandatory).
18. FDIC Form D, Statement of   Reporting (On                154               1           01:00             154
 Policy on Offering Circulars    Occasion).
 (Voluntary).
19. FDIC Form 1-A, Statement    Reporting (On                154               1           01:00             154
 of Policy on Offering           Occasion).
 Circulars (Voluntary).
                                                 ---------------------------------------------------------------
    Total Annual Burden         ................  ..............  ..............  ..............          42,542
     (Hours):.
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Source: FDIC.

    General Description of Collection: Section 12(i) of the Exchange 
Act grants authority to the Federal banking agencies to administer and 
enforce Sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of 
the Exchange Act and Sections 302, 303, 304, 306, 401(b), 404, 406, and 
407 of the Sarbanes-Oxley Act of 2002. Pursuant to Section 12(i), the 
FDIC has the authority, including rulemaking authority, to administer 
and enforce these enumerated provisions as may be necessary with 
respect to state nonmember banks and state savings associations over 
which it has been designated the appropriate Federal banking agency. 
Section 12(i) generally requires the FDIC to issue regulations 
substantially similar to those issued by the Securities and Exchange 
Commission (SEC) regulations to carry out these responsibilities. Thus, 
part 335 of the FDIC regulations incorporates by cross-reference the 
SEC rules and regulations regarding the disclosure and filing 
requirements of registered securities of state nonmember banks and 
state savings associations.
    After evaluating the remaining ICs in the 2020 ICR, the FDIC has 
determined that 2 of the 19 ICs in the 2020 ICR should be removed from 
OMB No. 3064-0030. Form 8-C, where a reporting bank will file with the 
FDIC when registering certain classes of securities, has been removed. 
Form 10-C, where a covered bank will file with the FDIC specific 
business and financial information on risk factors in accordance with 
the registration of securities, has also been removed. The FDIC has 
removed these forms because they have never been used and are not 
required to be filed.
    The estimated annual burden for OMB No. 3064-0030 of 42,542 hours, 
represents an increase of 30,996 hours from the 2020 ICR (11,546 
hours). This increase is driven primarily by (1) revised respondent and 
response count estimation methodologies for each of the ICs; (2) 
revised hourly burden estimates from the SEC for the SEC forms and 
schedules that are used in this ICR; (3) the removal of two collections 
from the 2020 ICR--Form 8-C and Form 10-C; and (4) the addition of two 
collections, both pursuant to the ``Statement of Policy Regarding the 
Use of Offering Circulars in Connection with the Public Distribution of 
Bank Securities'' \1\ (1996 SOP), for Forms D and 1-A. The most 
significant increase annual burden comes from an increase in the hourly 
burden estimate for Form 10-K. The 2020 ICR estimated that Form 10-K 
would take about 140 hours per response. However, the SEC's most recent 
estimates for Form 10-K are 2,255.36 hours. Even after reducing the 
hourly burden by about 42.5 percent to account for heterogeneity in 
filing and reporting requirements across the 20 active FDIC-supervised 
IDIs expected to file Form 10-K the FDIC estimates that the hourly 
burden will be approximately 1,297 hours. This results in a total 
estimated annual burden of 28,530 hours, an increase of 25,590 hours 
from the 2020 ICR for this IC (2,940). This revision alone accounts for 
over 82 percent of the increase in total annual burden from the 2020 
ICR to this ICR.
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    \1\ 81 FR 46807 (September 5, 1996)
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    This information collection includes the following:

Beneficial Ownership Forms: FDIC Forms 3, 4, and 5 (FDIC Form Numbers 
6800/03, 6800/04, and 6800/05)

    Pursuant to Section 16 of the Exchange Act, every director, 
officer, and owner of more than ten percent of a class of equity 
securities registered with the FDIC under Section 12 of the Exchange 
Act must file with the FDIC a statement of ownership regarding such 
securities. The initial filing is on Form 3 and changes are reported on 
Form 4. The Annual Statement of beneficial ownership of securities is 
on Form 5. The forms contain information on the reporting person's 
relationship to the company and on purchases and sales of such equity 
securities. 12 CFR 335.601 through 336.613 of the FDIC's regulations, 
which cross-reference 17 CFR 240.16a of the SEC's regulations, provide 
the FDIC form requirements for FDIC Forms 3, 4, and 5 in lieu of SEC 
Forms 3, 4, and 5, which are described at 17 CFR 249.103 (Form 3), 
249.104 (Form 4), and 249.105 (Form 5).

Form 8-A for Registration of Certain Classes of Securities

    Form 8-A is used for registration pursuant to Section 12(b) or (g) 
of the Exchange Act of any class of securities of any issuer which is 
required to file reports pursuant to Section 13 or 15(d) of that Act or 
pursuant to an order exempting the exchange on which the issuer has 
securities listed from registration as a national securities exchange. 
Form 8-A is described at 17 CFR 249.208a. There is no actual ``Form 8-
A'' as filers must produce a customized narrative document in 
compliance with the requirements in accordance with the filer's 
particular circumstances.

Form 8-K: Current Report

    This is the current report that is used to report the occurrence of 
any material events or corporate changes that are of importance to 
investors or security holders and have not been reported previously by 
the registrant. It provides more current information on certain 
specified events than would Forms 10-Q and 10-K. The form description 
is at 17 CFR 249.308. There is no actual ``Form 8-K'' as filers must 
produce a customized narrative document in compliance with the 
requirements in

[[Page 10898]]

accordance with the filer's particular circumstances.

Form 10: Forms for Registration of Securities

    Form 10 is described at 17 CFR 249.210. There is no actual ``Form 
10'' as filers must produce a customized narrative document in 
compliance with the requirements in accordance with the filer's 
particular circumstances.

Form 10-K: Annual Report

    This annual report is used by issuers registered under the Exchange 
Act to provide information described in Regulation S-K, 17 CFR 229. The 
form is described at 17 CFR 249.310. There is no actual ``Form 10-K'' 
as filers must produce a customized narrative document in compliance 
with the requirements in accordance with the filer's particular 
circumstances.

Form 10-Q: Quarterly Reports

    The Form 10-Q is a report filed quarterly by most reporting 
companies. It includes unaudited financial statements and provides a 
continuing overview of major changes in the company's financial 
position during the year, as compared to the prior corresponding 
period. The report must be filed for each of the first three fiscal 
quarters of the company's fiscal year and is due within 40 or 45 days 
of the close of the quarter, depending on the size of the reporting 
company. The description of Form 10-Q is at 17 CFR 249.308a. There is 
no actual ``Form 10-Q'' as filers must produce a customized narrative 
document in compliance with the requirements in accordance with the 
filer's particular circumstances.

Form 12b-25: Notification of Late Filing

    This notification extends the reporting deadlines for filing 
quarterly and annual reports for qualifying companies. There is no FDIC 
Form 12b-25. The form is described at 17 CFR 249.322.

Form 15: Certification and Notice of Termination of Registration

    This form is filed by each issuer to certify that the number of 
holders of record of a class of security registered under section 12(g) 
of the Exchange Act is reduced to a specified level in order to 
terminate the registration of the class of security. For a bank, the 
number of holders of record of a class of registered security must be 
reduced to less than 1,200 persons. For a savings association, the 
number of record holders of a class of registered security must be 
reduced to (1) less than 300 persons; or (2) less than 500 persons and 
the total assets of the issuer have not exceeded $10 million on the 
last day of each of the issuer's most recent three fiscal years. In 
general, registration terminates 90 days after the filing of the 
certification. There is no FDIC Form 15. This form is described at 17 
CFR 249.323.

Schedule 13D: Certain Beneficial Ownership Changes

    This Schedule discloses beneficial ownership of certain registered 
equity securities. Any person or group of persons who acquire a 
beneficial ownership of more than 5 percent of a class of registered 
equity securities of certain issuers must file a Schedule 13D reporting 
such acquisition together with certain other information within ten 
days after such acquisition. Moreover, any material changes in the 
facts set forth in the Schedule generally precipitates a duty to 
promptly file an amendment on Schedule 13D. The SEC's rules define the 
term beneficial owner to be any person who directly or indirectly 
shares voting power or investment power (the power to sell the 
security). There is no FDIC form for Schedule 13D. This schedule is 
described at 17 CFR 240.13d-101.

Schedule 13E-3: Going Private Transactions by Certain Issuers or Their 
Affiliates

    This schedule must be filed if an issuer engages in a solicitation 
subject to Regulation 14A or a distribution subject to Regulation 14C, 
in connection with a going private merger with its affiliate. An 
affiliate and an issuer may be required to complete, file, and 
disseminate a Schedule 13E-3, which directs that each person filing the 
schedule state whether it reasonably believes that the Rule 13e-3 
transaction is fair or unfair to unaffiliated security holders. There 
is no FDIC form for Schedule 13E-3. This schedule is described at 17 
CFR 240.13e-100.

Schedule 13G: Certain Acquisitions of Stock

    Certain acquisitions of stock that are over than 5 percent of an 
issuer must be reported to the public. Schedule 13G is a much 
abbreviated version of Schedule 13D that is only available for use by a 
limited category of persons (such as banks, broker/dealers, and 
insurance companies) and even then only when the securities were 
acquired in the ordinary course of business and not with the purpose or 
effect of changing or influencing the control of the issuer. There is 
no FDIC form for Schedule 13G. This schedule is described at 17 CFR 
240.13d-102.

Schedule 14A: Proxy Statements

    State law governs the circumstances under which shareholders are 
entitled to vote. When a shareholder vote is required and any person 
solicits proxies with respect to securities registered under Section 12 
of the Exchange Act, that person generally is required to furnish a 
proxy statement containing the information specified by Schedule 14A. 
The proxy statement is intended to provide shareholders with the proxy 
information necessary to enable them to vote in an informed manner on 
matters intended to be acted upon at shareholders' meetings, whether 
the traditional annual meeting or a special meeting. Typically, a 
shareholder is also provided with a proxy card to authorize designated 
persons to vote his or her securities on the shareholder's behalf in 
the event the holder does not vote in person at the meeting. Copies of 
preliminary and definitive (final) proxy statements and proxy cards are 
filed with the FDIC. There is no FDIC form for Schedule 14A. The 
description of this schedule is at 17 CFR 240.14a-101.

Schedule 14C: Information Required in Information Statements

    An information statement prepared in accordance with the 
requirements of the SEC's Regulation 14C is required whenever matters 
are submitted for shareholder action at an annual or special meeting 
when there is no proxy solicitation under the SEC's Regulation 14A. 
There is no FDIC form for Schedule 14C. This schedule is described at 
17 CFR 240.14c-101.

Schedule 14D-1: Tender Offer

    This schedule is also known as Schedule TO. Any person, other than 
the issuer itself, making a tender offer for certain equity securities 
registered pursuant to Section 12 of the Exchange Act is required to 
file this schedule if acceptance of the offer would cause that person 
to own over 5 percent of that class of the securities. This schedule 
must be filed and sent to various parties, such as the issuer and any 
competing bidders. In addition, the SEC's Regulation 14D sets forth 
certain requirements that must be complied with in connection with a 
tender offer. This schedule is described at 17 CFR 240.14d-100. There 
is no actual form for Schedule 14D-1 as filers must produce a 
customized narrative document in compliance with the requirements in 
accordance with the filer's particular circumstances.

Request for Comment

    Comments are invited on: (a) Whether the collection of information 
is

[[Page 10899]]

necessary for the proper performance of the FDIC's functions, including 
whether the information has practical utility; (b) the accuracy of the 
estimates of the burden of the information collection, including the 
validity of the methodology and assumptions used; (c) ways to enhance 
the quality, utility, and clarity of the information to be collected; 
and (d) ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology. All comments will 
become a matter of public record.

Federal Deposit Insurance Corporation.

    Dated at Washington, DC, on February 16, 2023.
James P. Sheesley,
Assistant Executive Secretary.
[FR Doc. 2023-03655 Filed 2-21-23; 8:45 am]
BILLING CODE 6714-01-P