[Federal Register Volume 89, Number 77 (Friday, April 19, 2024)]
[Notices]
[Pages 28828-28829]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-08381]


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

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-86, OMB Control No. 3235-0080]


Submission for OMB Review; Comment Request; Extension: Rule 12d2-
2 and Form 25

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 
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delisted from an exchange and withdrawn from registration under Section 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 amended 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 were 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 (Feb. 12, 1935).
    \2\ See Securities Exchange Act Release No. 7011 (Feb. 5, 1963), 
28 FR 1506 (Feb. 16, 1963).
    \3\ See Securities Exchange Act Release No. 52029 (Jul. 14, 
2005), 70 FR 42456 (Jul. 22, 2005).
---------------------------------------------------------------------------

    Form 25 is useful because it informs the Commission and members of 
the public 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 Rule 12d2-2 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 985 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, 985 annual burden hours 
for all exchanges (24 exchanges x an average of 41.04 responses per 
exchange x 1 hour per response). In addition, since approximately 117 
responses are received by the Commission annually from issuers wishing 
to remove their

[[Page 28829]]

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, 
117 annual burden hours for all issuers (117 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 1,102 hours 
(985 hours for exchanges + 117 hours for issuers). The total related 
internal compliance cost associated with these burden hours is $269,852 
($226,796 for exchanges plus $43,056 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 by May 20, 2024 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: April 16, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08381 Filed 4-18-24; 8:45 am]
BILLING CODE 8011-01-P