[Federal Register Volume 90, Number 31 (Tuesday, February 18, 2025)]
[Rules and Regulations]
[Pages 9684-9691]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-02524]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 210, 230, 232, 239, 240, and 249
[Release Nos. 33-11361; 34-102243]
Technical Amendments to Commission Rules and Forms
AGENCY: Securities and Exchange Commission.
ACTION: Final rule; technical amendment.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting technical amendments to various rules and forms under the
Securities Act of 1933 and the Securities Exchange Act of 1934. These
amendments correct errors that are technical in nature, including
typographical errors and erroneous cross-references in various
Commission rules and forms.
DATES: The amendments are effective February 18, 2025.
FOR FURTHER INFORMATION CONTACT: Nabeel Cheema, Special Counsel, at
(202) 551-3430, in the Office of Rulemaking, Division of Corporation
Finance, U.S. Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The Commission is amending the following
rules and forms:
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\1\ 17 CFR 210.11-01 through 210.11-03.
\2\ 17 CFR 229.10 through 229.1610.
\3\ 17 CFR 230.500 through 240.508.
\4\ 15 U.S.C. 77a et seq.
\5\ 15 U.S.C. 78a et seq.
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----------------------------------------------------------------------------------------------------------------
Commission reference CFR citation
(17 CFR)
----------------------------------------------------------------------------------------------------------------
Organization; Conduct and Ethics; and Rule 30-1................. 200.30-1
Information Requests. Rule 82a.................. 200.82a
Rule 800.................. 200.800
Regulation S-X \1\..................... Rule 4-08................. 210.4-08
Rule 4-10................. 210.4-10
Rule 7-03................. 210.7-03
Rule 9-03................. 210.9-03
Regulation S-K \2\..................... Item 601.................. 229.601
Regulation D \3\....................... Rule 501.................. 230.501
Securities Act of 1933 (``Securities Form S-3.................. 239.13
Act'') \4\.
Form S-11................. 239.18
Form S-4.................. 239.25
Form F-1.................. 239.31
Form F-3.................. 239.33
Form F-4.................. 239.34
Form F-6.................. 239.36
Form F-80................. 239.41
Form SF-1................. 239.44
Form 1-A.................. 239.90
Form 1-K.................. 239.91
Form 1-U.................. 239.93
Form C.................... 239.900
Securities Exchange Act of 1934 Rule 13a-11............... 240.13a-11
(``Exchange Act'') \5\. Rule 13d-1................ 240.13d-1
[[Page 9685]]
Schedule 13G.............. 240.13d-102
Rule 14a-2................ 240.14a-2
Rule 14a-5................ 240.14a-5
Rule 14a-6................ 240.14a-6
Rule 14a-8................ 240.14a-8
Rule 14a-12............... 240.14a-12
Schedule 14A.............. 240.14a-101
Rule 14n-1................ 240.14n-1
Schedule 14N.............. 240.14n-101
Rule 15d-11............... 240.15d-11
Form 4.................... 249.104
Form 18................... 249.218
Form 40-F................. 249.240f
Form 6-K.................. 249.306
Form 8-K.................. 249.308
Form 10-Q................. 249.308a
Form 10-K................. 249.310
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The amendments make technical changes to various Commission rules
and forms. Some of the amendments correct typographical errors. Others
correct erroneous or outdated references; for example, where a
Commission rule has been vacated by a court but references to the rule
have yet to be removed from other rules and forms. Similarly, some
amendments correct out-of-date cross-references, such as where one
form's reference to another form has not been updated to reflect a
heading change in the latter.
Statutory Authority
We are adopting these technical amendments under the authority set
forth in sections 7 and 19(a) of the Securities Act and sections 13 and
23(a) of the Exchange Act.
List of Subjects in 17 CFR Parts 200, 210, 230, 232, 239, 240, and
249
Administrative practice and procedure, Electronic filing, Reporting
and recordkeeping requirements, Securities.
Text of Amendments
For the reasons set forth in the preamble, the Commission amends
title 17, chapter II of the Code of Federal Regulations as follows:
PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS
0
1. The authority citation for part 200 is revised to read as follows:
Authority: 5 U.S.C. 552, 552a, 552b, and 557; 11 U.S.C. 901 and
1109(a); 15 U.S.C. 77c, 77e, 77f, 77g, 77h, 77j, 77o, 77q, 77s, 77u,
77z-3, 77ggg(a), 77hhh, 77sss, 77uuu, 78b, 78c(b), 78d, 78d-1, 78d-
2, 78e, 78f, 78g, 78h, 78i, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o-4,
78q, 78q-1, 78t-1, 78u, 78w, 78ll(d), 78mm, 78eee, 80a-8, 80a-20,
80a-24, 80a-29, 80a-37, 80a-41, 80a-44(a), 80a-44(b), 80b-3, 80b-4,
80b-5, 80b-9, 80b-10(a), 80b-11, 7202, and 7211 et seq.; 29 U.S.C.
794; 44 U.S.C. 3506 and 3507; Reorganization Plan No. 10 of 1950 (15
U.S.C. 78d); sec. 8G, Pub. L. 95-452, 92 Stat. 1101 (5 U.S.C. App.);
sec. 913, Pub. L. 111-203, 124 Stat. 1376, 1827; sec. 3(a), Pub. L.
114-185, 130 Stat. 538; E.O. 11222, 30 FR 6469, 3 CFR, 1964-1965
Comp., p. 36; E.O. 12356, 47 FR 14874, 3 CFR, 1982 Comp., p. 166;
E.O. 12600, 52 FR 23781, 3 CFR, 1987 Comp., p. 235; Information
Security Oversight Office Directive No. 1, 47 FR 27836; and 5 CFR
735.104 and 5 CFR parts 2634 and 2635, unless otherwise noted.
Sec. 200.30-1 [Amended]
0
2. Amend Sec. 200.30-1, in paragraph (f)(4), by removing the text
``Sec. Sec. 240.14a-6, 240.14a-8(d), and 240.14a-11 of this chapter''
and adding, in its place, the text ``Sec. Sec. 240.14a-6 and 240.14a-
8(j)(1) of this chapter''.
Sec. 200.82a [Removed]
0
3. Remove Sec. 200.82a.
0
4. Amend Sec. 200.800, in the table in paragraph (b), by:
0
a. Removing the entries for Regulation S-X, Regulation S-B, and
Regulation S-K;
0
b. Adding entries for ``Rule 147(f)(1)(iii)'' and ``Rule
147A(f)(1)(iii)'' in numerical order by CFR section;
0
c. Removing the entry for Rule 155;
0
d. Adding entries for ``Rule 163'', ``Rule 173'', ``Rule 192'', and
``Rule 239'' in numerical order by CFR section;
0
e. Removing the entry for Regulation C;
0
f. Adding an entry for ``Rule 433'' in numerical order by CFR section;
0
g. Removing the entry for Regulation S-T;
0
h. Adding an entry for ``Rule 405'' in numerical order by CFR section;
0
i. Removing the entries for Form SB-1, Form SB-2, Form S-2, and Form F-
2;
0
j. Adding entries for Form SF-1 and Form SF-3 in numerical order by CFR
section;
0
k. Removing the entry for Form 2-A;
0
l. Adding entries for ``Form 1-K'', ``Form 1-SA'', ``Form 1-U'', ``Form
1-Z'', ``Form C'', and ``Rule 10b5-1'' in numerical order by CFR
section;
0
m. Removing the entry for Regulation 12B;
0
n. Adding entries for ``Rule 12g3-2'', ``Rule 12h-1(f)'', ``Rule 14a-
103'', ``Rule 14a-104'', ``Regulation 14N'', ``Schedule 14N'', ``Rule
15Ga-2'', ``Regulation FD'', ``Regulation RR'', ``Regulation G'', and
``Regulation BTR'' in numerical order by CFR section;
0
o. Removing the entries for Form 10-SB, Form 10-QSB, and Form 10-KSB;
and
0
p. Adding entries for ``Form 10-D'', ``Form 15F'', ``Form ABS-15G'',
``Form ABS-EE''; and ``Form SD'' in numerical order by CFR section.
The additions read as follows:
Sec. 200.800 OMB control numbers assigned pursuant to the Paperwork
Reduction Act.
* * * * *
(b) * * *
[[Page 9686]]
------------------------------------------------------------------------
17 CFR part or section
Information collection where identified and Current OMB
requirement described control No.
------------------------------------------------------------------------
* * * * * * *
Rule 147(f)(1)(iii)............ 230.147(f)(1)(iii)..... 3235-0756
Rule 147A(f)(1)(iii)........... 230.147A(f)(1)(iii).... 3235-0757
* * * * * * *
Rule 163....................... 230.163................ 3235-0619
Rule 173....................... 230.173................ 3235-0618
Rule 192....................... 230.192................ 3235-0807
* * * * * * *
Rule 239....................... 230.239................ 3235-0687
* * * * * * *
Rule 433....................... 230.433................ 3235-0617
* * * * * * *
Rule 405....................... 232.405................ 3235-0645
* * * * * * *
Form SF-1...................... 239.44................. 3235-0707
Form SF-3...................... 239.45................. 3235-0690
* * * * * * *
Form 1-K....................... 239.91................. 3235-0720
Form 1-SA...................... 239.92................. 3235-0721
Form 1-U....................... 239.93................. 3235-0722
Form 1-Z....................... 239.94................. 3235-0723
* * * * * * *
Form C......................... 239.900................ 3235-0716
* * * * * * *
Rule 10b5-1.................... 240.10b5-1............. 3235-0801
* * * * * * *
Rule 12g3-2.................... 240.12g3-2............. 3235-0119
Rule 12h-1(f).................. 240.12h-1(f)........... 3235-0632
* * * * * * *
Rule 14a-103................... 240.14a-103............ 3235-0452
Rule 14a-104................... 240.14a-104............ 3235-0452
* * * * * * *
Regulation 14N................. 240.14n-1 through 3235-0655
240.14n-101.
Schedule 14N................... 240.14n-101............ 3235-0655
* * * * * * *
Rule 15Ga-2.................... 240.15Ga-2............. 3235-0675
* * * * * * *
Regulation FD.................. 243.100 through 243.103 3235-0536
Regulation RR.................. 244.1 through 244.22... 3235-0712
Regulation G................... 244.100 through 244.102 3235-0576
Regulation BTR................. 245.100 through 245.104 3235-0579
* * * * * * *
Form 10-D...................... 249.312................ 3235-0604
* * * * * * *
Form 15F....................... 249.324................ 3235-0621
* * * * * * *
Form ABS-15G................... 249.1400............... 3235-0675
Form ABS-EE.................... 249.1401............... 3235-0706
* * * * * * *
Form SD........................ 249b.400............... 3235-0697
* * * * * * *
------------------------------------------------------------------------
[[Page 9687]]
PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, INVESTMENT COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF
1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975
0
5. The authority citation for part 210 continues to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n,
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30,
80a-31, 80a-37(a), 80b-3, 80b-11, 7202 and 7262, and sec. 102(c),
Pub. L. 112-106, 126 Stat. 310 (2012), unless otherwise noted.
0
6. Amend Sec. 210.4-08 by:
0
a. Revising paragraphs (d) and (h)(1);
0
b. Adding a reserved paragraph (h)(3); and
0
c. Removing the Instructions to paragraph (n).
The revisions and addition read as follows:
Sec. 210.4-08 General notes to financial statements.
* * * * *
(d) Preferred shares. Aggregate preferences on involuntary
liquidation, if other than par or stated value, shall be shown
parenthetically in the equity section of the balance sheet.
* * * * *
(h) * * *
(1) Disclosure shall be made in the statement of comprehensive
income, or a note thereto, of the components of income (loss) before
income tax expense (benefit) as either domestic or foreign.
Note 1 to paragraph (h)(1): Amounts applicable to United States
Federal income taxes, to foreign income taxes and the other income
taxes shall be stated separately for each major component. Amounts
applicable to foreign income (loss) and amounts applicable to
foreign or other income taxes which are less than five percent of
the total of income before taxes or the component of tax expense,
respectively, need not be separately disclosed. For purposes of this
note, foreign income (loss) is defined as income (loss) generated
from a registrant's foreign operations, i.e., operations that are
located outside of the registrant's home country.
* * * * *
0
7. Amend Sec. 210.4-10 by:
0
a. Revising paragraph (a)(7)(i);
0
b. In paragraph (c)(4)(i)(B), removing the text ``paragraph (i)(3)(ii)
of this section'' and adding, in its place, the text ``paragraph
(c)(3)(ii) of this section'';
0
c. In paragraph (c)(4)(i)(D), removing the text ``paragraphs (i)(4)(i)
(B) and (C) of this section'' and adding, in its place, the text
``paragraphs (c)(4)(i)(B) and (C) of this section'';
0
d. In paragraph (c)(6)(iii)(A), removing the text ``paragraph (i)(6)(i)
of this section'' and adding, in its place, the text ``paragraph
(c)(6)(i) of this section'';
0
e. In paragraph (c)(6)(iv)(C), removing the text ``paragraphs
(i)(6)(iv) (A) and (B) of this section'' and adding, in its place, the
text ``paragraphs (c)(6)(iv)(A) and (B) of this section'';
0
f. Revising paragraph (c)(7)(i); and
0
g. In paragraph (c)(7)(ii), removing the text ``paragraph (i)(3) of
this section'' and adding, in its place, the text ``paragraph (c)(3) of
this section''.
The revisions read as follows:
Sec. 210.4-10 Financial accounting and reporting for oil and gas
producing activities pursuant to the Federal securities laws and the
Energy Policy and Conservation Act of 1975.
* * * * *
(a) * * *
(7) * * *
(i) Gain access to and prepare well locations for drilling,
including surveying well locations for the purpose of determining
specific development drilling sites, clearing ground, draining, road
building, and relocating public roads, gas lines, and power lines, to
the extent necessary in developing the proved reserves.
* * * * *
(c) * * *
(7) * * *
(i) For each cost center for each year that a statement of
comprehensive income is required, disclose the total amount of
amortization expense (per equivalent physical unit of production if
amortization is computed on the basis of physical units or per dollar
of gross revenue from production if amortization is computed on the
basis of gross revenue).
* * * * *
0
8. Amend Sec. 210.7-03 by:
0
a. Revising paragraph (a)13; and
0
b. Adding a reserved paragraph (b) at the end of the section.
The revision reads as follows:
Sec. 210.7-03 Balance sheets.
(a) * * *
Liabilities and Stockholders' Equity
13. Policy liabilities and accruals. (a) State separately in the
balance sheet the amounts of (1) future policy benefits and losses,
claims and loss expenses, (2) unearned premiums and (3) other policy
claims and benefits payable.
(b) [Reserved]
* * * * *
Sec. 210.9-03 [Amended]
0
9. Amend Sec. 210.9-03, under ``Assets,'' by adding a period after the
paragraph heading ``Investment securities'' in paragraph 6.
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
0
10. The authority citation for part 229 continues to read as follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C.
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).
Sec. 229.601 [Amended]
0
11. Amend Sec. 229.601 by, in the heading for paragraph (b)(4),
removing the words ``including identures'' and adding, in their place,
the words ``including indentures''.
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
0
12. The authority citation for part 230 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
Sec. 230.501 [Amended]
0
13. Amend Sec. 230.501 by:
0
a. In paragraph (i)(1)(ii), removing the text ``paragraph (h)(1)(i) or
(h)(1)(iii) of this section'' and adding, in its place, the text
``paragraph (i)(1)(i) or (iii) of this section''; and
0
b. In paragraph (i)(1)(iii), removing the text ``paragraph (h)(1)(i) or
(h)(1)(ii) of this section'' and adding, in its place, the text
``paragraph (i)(1)(i) or (ii) of this section''.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
14. The authority citation for part 239 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a),
78ll,
[[Page 9688]]
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, 80a-37, and sec. 71003 and sec. 84001, Pub. L. 114-
94, 129 Stat. 1321, unless otherwise noted.
Sections 239.31, 239.32 and 239.33 are also issued under 15
U.S.C. 78l, 78m, 78o, 78w, 80a-8, 80a-29, 80a-30, 80a-37 and 12
U.S.C. 241.
* * * * *
Sec. 239.13 [Amended]
0
15. Amend Sec. 239.13 by, in paragraph (d)(1)(iii)(B), removing the
words ``the parent registration'' and adding, in their place, the words
``the parent registrant''.
0
16. Amend Form S-3 (referenced in Sec. 239.13), in General Instruction
I.D, paragraph (1)(c)(ii), by removing the words ``the parent
registration'' and adding, in their place, the words ``the parent
registrant''.
Note: The text of Form S-3 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
17. Amend Form S-11 (referenced in Sec. 239.18) by:
0
a. Removing and reserving Item 9; and
0
b. In Item 13, paragraph (c), Instruction 1, removing the words
``securities of or interest in persons'' and adding, in their place,
the words ``securities of or interests in persons''.
Note: The text of Form S-11 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
18. Amend Form S-4 (referenced in Sec. 239.25), in Item 17, paragraph
(b)(7), by removing the words ``Rules 14a-3(b)(1) and (b)(2) (Sec.
240.14b-3 of this chapter)'' and adding, in their place, the words
``Rule 14a-3(b)(1) (Sec. 240.14a-3(b)(1) of this chapter)''.
Note: The text of Form S-4 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
19. Amend Form F-1 (referenced in Sec. 239.31) by:
0
a. In General Instruction III, removing the words ``Sec. 229.501 of
this chapter'' and adding, in their place, the words ``Sec. 229.409 of
this chapter'';
0
b. In Item 4, paragraph (b), removing the words ``Item 8, Exhibit and
Financial Statement Schedules'' and adding, in their place, the words
``Item 8, Exhibits and Financial Statement Schedules''; and
0
c. In Instructions as to Summary Prospectuses, Instruction 1, paragraph
(c)(iii), removing the words ``A name of the managing underwriter or
underwriters'' and adding, in their place, the words ``The name(s) of
the managing underwriter or underwriters''.
Note: The text of Form F-1 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
20. Amend Form F-3 (referenced in Sec. 239.33) by:
0
a. In General Instructions, paragraph I.A.5(ii), removing the words
``Transaction Requirement B.2. (Offerings of Certain Debt or Preferred
Securities)'' and adding, in their place, the words ``Transaction
Requirement I.B.2. (Primary Offerings of Non-Convertible Securities
Other than Common Equity)'';
0
b. In General Instructions, paragraph I.C.1(c)(iv), removing the words
``Transaction Requirement I.B.2. of this Form (Primary Offerings of
Non-Convertible Investment Grade Securities)'' and adding, in their
place, the words ``Transaction Requirement I.B.2. of this Form (Primary
Offerings of Non-Convertible Securities Other than Common Equity)'';
and
0
c. In Item 9, paragraph (b), Table 2, adding the word ``Unsold'' before
``Aggregate Offering Amount Associated with Fee Offset Claimed''.
Note: The text of Form F-3 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
21. Amend Form F-4 (referenced in Sec. 239.34) by:
0
a. In Item 12, paragraph (b)(3)(i), removing the words ``Items 4.B,
4.B.2, and 4.B.5 of Form 20-F'' and adding, in their place, the words
``Items 4.B.1, 4.B.2, and 4.B.5 of Form 20-F'';
0
b. In Item 12, paragraph (b)(3)(vi)(A), removing the words ``operating
and financial review'' and adding, in their place, the words
``operating and financial review and prospects'';
0
c. In Item 12, paragraph (b)(3)(vi)(B), removing the words
``quantitative and qualitative disclosures of market risk'' and adding,
in their place, the words ``quantitative and qualitative disclosures
about market risk'';
0
d. In Item 14, paragraph (g)(1), removing the words ``operational and
financial review'' and adding, in their place, the words ``operating
and financial review and prospects'';
0
e. In Item 14, paragraph (g)(2), removing the words ``quantitative and
qualitative disclosures of market risk'' and adding, in their place,
the words ``quantitative and qualitative disclosures about market
risk'';
0
f. In Item 17, paragraph (b)(4)(i), removing the words ``operating and
financial review'' and adding, in their place, the words ``operating
and financial review and prospects'';
0
g. In Item 17, paragraph (b)(4)(ii), removing the words ``quantitative
and qualitative disclosures of market risk'' and adding, in their
place, the words ``quantitative and qualitative disclosures about
market risk''; and
0
h. In Item 17, redesignating the first paragraph (b)(6) as new
paragraph (b)(7) and redesignating current paragraph (b)(7) as new
paragraph (b)(8).
Note: The text of Form F-4 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
22. Amend Form F-6 (referenced in Sec. 239.36) by:
0
a. In Item 1, removing the words ``Item 12.E. of Form 20-F'' and
adding, in their place, the words ``Item 12.D. of Form 20-F''; and
0
b. In Item 4, removing the words ``Rule 415(a)(2) (Sec. 230.415(a)(2)
of this chapter)'' and adding, in their place, the words ``Rule
415(a)(3) (Sec. 230.415(a)(3) of this chapter)''.
Note: The text of Form F-6 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
23. Amend Form F-80 (referenced in Sec. 239.41) by, in Part II, item
(1) of the exhibits list, removing the words ``in the case of an
business combination'' and adding, in their place, the words ``in the
case of a business combination''.
Note: The text of Form F-80 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
24. Amend Form SF-1 (referenced in Sec. 239.44) by, in Item 14,
paragraph (b), Instructions to the Calculation of Filing Fee Tables and
Related Disclosure, paragraph 3.D., removing the words ``the pre-
effective amendment to the filing of the Form S-1 (333-123456) on 2/15/
20X1'' and adding, in their place, the words ``the pre-effective
amendment to the Form S-1 (333-123456) filed on 2/15/20X1''.
Note: The text of Form SF-1 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
25. Amend Form 1-A (referenced in Sec. 239.90) by:
0
a. In Part I, Item 4, removing the words ``Types of Securities Offered
in this Offering Statement'' and adding, in their place, the words
``Types of securities offered in this offering statement'';
0
b. In Part F/S, redesignating paragraph (b)(3)(A) as paragraph
(b)(3)(i), redesignating paragraph (b)(3)(B) as paragraph (b)(3)(ii),
redesignating paragraph (b)(3)(C) as paragraph (b)(3)(iii), and
redesignating paragraph (b)(3)(D) as paragraph (b)(3)(iv);
0
c. In Part F/S, paragraph (c)(1)(iii), removing the words ``U.S.
Generally Accepted Auditing Standards'' and adding, in their place, the
words ``U.S. generally accepted auditing standards''; and
[[Page 9689]]
0
d. In Part III, Item 17, paragraph 12, removing the words ``Offering
Statement'' and adding, in their place, the words ``offering
statement''.
Note: The text of Form 1-A does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
26. Amend Form 1-K (referenced in Sec. 239.91) by, in Part II, Item 7,
paragraph (c), removing the words ``U.S. Generally Accepted Auditing
Standards'' and adding, in their place, the words ``U.S. generally
accepted auditing standards''.
Note: The text of Form 1-K does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
27. Amend Form 1-U (referenced in Sec. 239.93) by, in Item 6,
paragraph (b), removing the words ``Describe any arrangements, known to
the issuer, including any pledge'' and adding, in their place, the
words ``Describe any arrangements known to the issuer, including any
pledge''.
Note: The text of Form 1-U does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
28. Amend Form C (referenced in Sec. 239.900) by, in the Instructions
to Question 29, removing the words ``the requirement to provide
reviewed financial statement'' and adding, in their place, the words
``the requirement to provide reviewed financial statements''.
Note: The text of Form C does not, and these amendments will
not, appear in the Code of Federal Regulations.
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
0
29. The authority citation for part 240 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o,
78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll,
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11,
1681w(a)(1), 6801-6809, 6825, 7201 et seq., and 8302; 7 U.S.C.
2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; Pub. L. 111-203,
939A, 124 Stat. 1376 (2010); and Pub. L. 112-106, sec. 503 and 602,
126 Stat. 326 (2012), unless otherwise noted.
* * * * *
Section 240.13a-11 is also issued under secs. 3(a) and 306(a),
Pub. L. 107-204, 116 Stat. 745.
* * * * *
Section 240.15d-11 is also issued under secs. 3(a) and 306(a),
Pub. L. 107-204, 116 Stat. 745.
* * * * *
0
30. Amend Sec. 240.13a-11 by revising paragraph (b) to read as
follows:
Sec. 240.13a-11 Current reports on Form 8-K (Sec. 249.308 of this
chapter).
* * * * *
(b) This section shall not apply to foreign governments, foreign
private issuers required to make reports on Form 6-K (Sec. 249.306 of
this chapter) pursuant to Sec. 240.13a-16, issuers of American
Depositary Receipts for securities of any foreign issuer, or investment
companies required to file reports pursuant to Sec. 270.30a-1 of this
chapter under the Investment Company Act of 1940, except where such an
investment company is required to file notice of a blackout period
pursuant to Sec. 245.104 of this chapter.
* * * * *
Sec. 240.13d-1 [Amended]
0
31. Amend Sec. 240.13d-1 by:
0
a. In paragraph (b)(1)(i), removing the text ``, other than activities
solely in connection with a nomination under Sec. 240.14a-11'';
0
b. Removing Instruction 1 to paragraph (b)(1);
0
c. In paragraph (c)(1), removing the text ``, other than activities
solely in connection with a nomination under Sec. 240.14a-11''; and
0
d. Removing Instruction 1 to paragraph (c)(1).
0
32. Amend Sec. 240.13d-102 by:
0
a. Revising Instruction A under the heading ``Special Instructions for
Complying with Schedule 13G'';
0
b. In Item 3, revising paragraphs (j) and (k); and
0
c. In Item 10:
0
i. In paragraph (a), removing the text ``, other than activities solely
in connection with a nomination under Sec. 240.14a-11''; and
0
ii. In paragraph (c), removing the text ``, other than activities
solely in connection with a nomination under Sec. 240.14a-11''.
The revisions read as follows:
Sec. 240.13d-102 Schedule 13G--Information to be included in
statements filed pursuant to Sec. 240.13d-1(b), (c), and (d) and
amendments thereto filed pursuant to Sec. 240.13d-2.
* * * * *
Special Instructions for Complying With Schedule 13G
* * * * *
* * *. A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed within the time
specified in Rules 13d-1(b)(2), 13d-2(b) and 13d-2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified in
Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-1(d) shall be filed within the time specified in Rules 13d-
1(d) and 13d-2(b).
* * * * *
Item 3. * * *
(j) [ ] A non-U.S. institution in accordance with Sec. 240.13d-
1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with
Sec. 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
___;
(k) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(K).
* * * * *
Sec. 240.14a-2 [Amended]
0
33. Amend Sec. 240.14a-2 by:
0
a. Removing and reserving paragraph (b)(7);
0
b. Removing the Instruction to paragraph (b)(7);
0
c. Removing and reserving paragraph (b)(8); and
0
d. Removing Instructions 1, 2, and 3 to paragraph (b)(8).
Sec. 240.14a-5 [Amended]
0
34. Amend Sec. 240.14a-5, in paragraph (e)(3), by removing the text
``pursuant to Sec. 240.14a-11, an applicable state or foreign law
provision, or a registrant's governing documents'' and adding, in its
place, the text ``pursuant to an applicable state or foreign law
provision or a registrant's governing documents''.
Sec. 240.14a-6 [Amended]
0
35. Amend Sec. 240.14a-6 by:
0
a. In paragraph (a)(4), removing the text ``pursuant to Sec. 240.14a-
11, an applicable state or foreign law provision, or a registrant's
governing documents'' and adding, in its place, the text ``pursuant to
an applicable state or foreign law provision or a registrant's
governing documents''; and
0
b. Removing and reserving paragraph (p).
Sec. 240.14a-8 [Amended]
0
36. Amend Sec. 240.14a-8 by:
0
a. In paragraph (b)(1)(i)(C), removing the word ``or'' and adding, in
its place, the word ``and''; and
0
b. Removing paragraph (b)(1)(i)(D).
Sec. 240.14a-12 [Amended]
0
37. Amend Sec. 240.14a-12 by removing, in Instruction 3 to the
section, the text ``pursuant to Sec. 240.14a-11, an applicable state
or foreign law provision, or a registrant's governing documents'' and
adding, in its place, the text ``pursuant to an applicable state or
foreign law provision or a registrant's governing documents''.
[[Page 9690]]
Sec. 240.14a-101 [Amended]
0
38. Amend Sec. 240.14a-101 by:
0
a. In Item 7:
0
i. Removing and reserving paragraph (c); and
0
ii. In the Instruction to Item 7, removing the text ``pursuant to
paragraphs (c) and (d) of this Item 7'' and adding, in its place, the
text ``pursuant to paragraph (d) of this Item 7'';
0
b. In Item 22:
0
i. Removing and reserving paragraph (b)(18); and
0
ii. Removing the Instruction to paragraph (b)(18); and
0
c. In Item 25, paragraph (c), in the Instructions to the Calculation of
Filing Fee Tables and Related Disclosure following table 2,
redesignating paragraphs 2.A.i.c. and d. as paragraphs 2.A.i.a. and b.
Sec. 240.14n-1 [Amended]
0
39. Amend Sec. 240.14n-1, by removing, in paragraph (a), the text ``in
accordance with Sec. 240.14a-11 or a procedure set forth under
applicable state or foreign law, or a registrant's governing
documents'' and adding, in its place, the text ``in accordance with a
procedure set forth under applicable state or foreign law or a
registrant's governing documents''.
Sec. 240.14n-101 [Amended]
0
40. Amend Sec. 240.14n-101 by:
0
a. On the cover page, removing the check box ``Solicitation pursuant to
Sec. 240.14a-2(b)(7)'', the check box ``Solicitation pursuant to Sec.
240.14a-2(b)(8)'', and the check box ``Notice of Submission of a
Nominee or Nominees in Accordance with Sec. 240.14a-11'';
0
b. Removing and reserving Items 3 and 4;
0
c. Removing the Instruction to Item 4;
0
d. Removing and reserving Item 5;
0
e. Removing Instruction 1 to Item 5(c) and (d), Instruction 2 to Item
5(c) and (d), Instruction to Item 5(f), and Note to Item 5(g)(3);
0
f. In Item 8:
0
i. Removing paragraph (a); and
0
ii. Redesignating paragraph (b) as an undesignated paragraph.
0
41. Amend Sec. 240.15d-11 by revising paragraph (b) to read as
follows:
Sec. 240.15d-11 Current reports on Form 8-K (Sec. 249.308 of this
chapter).
* * * * *
(b) This section shall not apply to foreign governments, foreign
private issuers required to make reports on Form 6-K (Sec. 249.306 of
this chapter) pursuant to Sec. 240.15d-16, issuers of American
Depositary Receipts for securities of any foreign issuer, or investment
companies required to file reports pursuant to Sec. 270.30a-1 of this
chapter under the Investment Company Act of 1940, except where such an
investment company is required to file notice of a blackout period
pursuant to Sec. 245.104 of this chapter.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
42. The authority citation for part 249 continues to read, in part, as
follows:
Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat.
1063 (2020), unless otherwise noted.
* * * * *
Section 249.240f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 406 and 407, Pub. L. 107-204, 116 Stat. 745.
Section 249.308 is also issued under 15 U.S.C. 80a-29 and 80a-
37.
* * * * *
Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Pub. L. 107-204, 116 Stat. 745.
* * * * *
0
43. Amend Form 4 (referenced in Sec. 249.104) in Instruction 4,
paragraph (a)(i)(3), by adding the words ``dispositions of bona fide
gifts and'' before ``all exercises and conversions of derivative
securities, regardless of whether exempt from Section 16(b) of the
Act.''
Note: The text of Form 4 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
44. Amend Form 18 (referenced in Sec. 249.218) in Instruction 1 by
removing the word ``at'' between the words ``application'' and
``covering'', and by removing the word ``are'' between the words
``each'' and ``exchange''.
Note: The text of Form 18 does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
45. Amend Form 40-F (referenced in Sec. 249.240f) by:
0
a. On the cover, removing the words ``Securities registered or to be
registered pursuant to Section 12(b) of the Act'' and adding, in their
place, the words ``Securities registered or to be registered pursuant
to Section 12(b) of the Securities Exchange Act of 1934 (``Exchange
Act'')'';
0
b. On the cover, removing the words ``Securities registered or to be
registered pursuant to Section 12(g) of the Act'' and adding, in their
place, the words ``Securities registered or to be registered pursuant
to Section 12(g) of the Exchange Act'';
0
c. On the cover, removing the words ``Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act'' and adding,
in their place, the words ``Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Exchange Act'';
0
d. On the cover, removing the words ``If securities are registered
pursuant to Section 12(b) of the Act'' and adding, in their places, the
words ``If securities are registered pursuant to Section 12(b) of the
Exchange Act''; and
0
e. In the General Instructions, Note to paragraph A.(1), removing the
words ``Section 15(d) of the Securities Act'' and adding, in their
place, the words ``Section 15(d) of the Exchange Act''.
Note: The text of Form 40-F does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
46. Amend Form 6-K (referenced in Sec. 249.306) by:
0
a. In General Instruction A, adding the words ``(the ``Exchange
Act'')'' after the words ``Securities Exchange Act of 1934''; and
0
b. In General Instruction B, removing the words ``Section 18 of the
Act'' and adding, in their place, the words ``Section 18 of the
Exchange Act''.
Note: The text of Form 6-K does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
47. Amend Form 8-K (referenced in Sec. 249.308) by:
0
a. In Item 2.03, paragraph (c)(3), removing the words ``FASB ASC Topic
840'' and adding, in their place, the words ``FASB ASC Topic 842'';
0
b. In Item 5.04, paragraph (b), removing the words ``Rule
104(b)(3)(iii) (17 CFR 245.104(b)(2)(iii))'' and adding, in their
place, the words ``Rule 104(b)(3)(iii) (17 CFR 245.104(b)(3)(iii))'';
and
0
c. In Item 5.08, revising paragraph (a).
Note: Form 8-K is attached as Appendix A to this document. Form
8-K will not appear in the Code of Federal Regulations.
0
48. Amend Form 10-Q (referenced in Sec. 249.308a) by, in Part II, Item
5, paragraph (a), removing ``; and'' and adding, in its place, a
period.
Note: The text of Form 10-Q does not, and these amendments will
not, appear in the Code of Federal Regulations.
0
49. Amend Form 10-K (referenced in Sec. 249.310) by, in Part I, Item
1C, removing the paragraph (a) designation.
[[Page 9691]]
Note: The text of Form 10-K does not, and these amendments will
not, appear in the Code of Federal Regulations.
Dated: February 6, 2025.
Sherry R. Haywood,
Assistant Secretary.
Note: The following appendix will not appear in the Code of
Federal Regulations.
Appendix A--Form 8-K
Form 8-K
* * * * *
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant
* * * * *
(c) * * *
(3) an operating lease obligation means a payment obligation
under a lease that would be classified as an operating lease
pursuant to FASB ASC Topic 842, as may be modified or supplemented;
* * * * *
Item 5.04 Temporary Suspension of Trading Under Registrant's
Employee Benefit Plans
* * * * *
(b) On the same date by which the registrant transmits a timely
updated notice to an affected officer or director, as required by
the time period under Rule 104(b)(2)(iii) of Regulation BTR (17 CFR
245.104(b)(2)(iii)), provide the information specified in Rule
104(b)(3)(iii) (17 CFR 245.104(b)(3)(iii)).
* * * * *
Item 5.08 Shareholder Director Nominations
* * * * *
(a) Where a registrant is required to include shareholder
director nominees in the registrant's proxy materials pursuant to
either an applicable state or foreign law provision, or a provision
in the registrant's governing documents, then the registrant is
required to disclose the date by which a nominating shareholder or
nominating shareholder group must submit the notice on Schedule 14N
required pursuant to Sec. 240.14a-18.
* * * * *
[FR Doc. 2025-02524 Filed 2-14-25; 8:45 am]
BILLING CODE 8011-01-P