
[Federal Register Volume 76, Number 180 (Friday, September 16, 2011)]
[Notices]
[Pages 57770-57771]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-23802]


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SECURITIES AND EXCHANGE COMMISSION

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


Proposed Collection; Comment Request

Upon Written Request, Copies Available From: U.S. Securities and 
Exchange Commission, Office of Investor Education and Advocacy, 
Washington, DC 20549-0213.

Extension:
    Rule 12d2-2, Form 25.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collections 
of information summarized below. The Commission plans to submit these 
existing collections of information to the Office of Management and 
Budget for extension and approval for Rule 12d2-2 (17 CFR 240.12d2-2) 
and Form 25 (17 CFR 249.25) Removal and Notification of Removal from 
Listing and/or Registration.
    On February 12, 1935, the Commission adopted Rule 12d2-2,\1\ and 
Form 25 under the Securities Exchange Act of 1934 (15 U.S.C. 78b et 
seq.) (``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a security may be delisted from an exchange and withdrawn from 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 options and security futures 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.
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    \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).
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    The Form 25 is useful because it informs the Commission that a 
security previously traded on an exchange is no longer traded. In 
addition, the Form 25 enables the Commission to verify that the 
delisting and/or deregistration has occurred in accordance with the 
rules of the exchange. Further, the 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 a deregistration. Without Rule 12d2-2 and the Form 25, as 
applicable, the Commission would be unable to fulfill its statutory 
responsibilities.
    There are 15 national securities exchanges that trade equity 
securities that will be respondents subject to 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 Amex than on the other exchanges. However, for 
purposes of this filing, the Commission staff has assumed that the 
number of

[[Page 57771]]

responses is evenly divided among the exchanges. Since approximately 
630 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, 630 annual burden hours for all 
exchanges (15 exchanges x an average of 42 responses per exchange x 1 
hour per response). In addition, since approximately 118 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, 118 annual burden hours for all issuers (118 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 
748 hours (630 hours for exchanges + 118 hours for issuers). The 
related internal labor costs associated with these burden hours are 
$40,784.50 total ($33,232.50 for exchanges ($52.75 per response x 630 
responses) and $7,552 for issuers ($64 per response x 118 responses)).
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    \4\ The staff notes that there are additional national 
securities exchanges that only trade standardized options which are 
exempt from Rule 12d2-2.
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    Written comments are invited on: (a) Whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information will 
have practical utility; (b) the accuracy of the agency's estimate of 
the burden of the collection of information; (c) ways to enhance the 
quality, utility, and clarity of the information 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. Consideration will 
be given to comments and suggestions submitted in writing within 60 
days of this publication.
    Comments should be directed to: Thomas Bayer, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 6432 General Green Way, Alexandria, Virginia 22312 or 
send an e-mail to: PRA_Mailbox@sec.gov. Comments must be submitted 
within 60 days of this notice.

    Dated: September 13, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-23802 Filed 9-15-11; 8:45 am]
BILLING CODE 8011-01-P


