
[Federal Register Volume 79, Number 44 (Thursday, March 6, 2014)]
[Notices]
[Page 12706]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-04926]


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SECURITIES AND EXCHANGE COMMISSION


Submission for OMB Review; Comment Request

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

Extension:
    Regulation D Rule 506(e) Felons and Other Bad Actors Disclosure 
Statement; OMB Control No. 3235-704, SEC File No. 270-654.

    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'') has submitted to the Office of Management 
and Budget (``OMB'') the following request for an extension of the 
previously approved collection of information discussed below.
    Regulation 506(e) of Regulation D (17 CFR 230.506(e)) under the 
Securities Act of 1933 (15 U.S.C. 77a et seq.) requires the issuer to 
furnish to each purchaser, a reasonable time prior to sale, a 
description of any matters that would have triggered disqualification 
under Rule 506(d)(1) of Regulation D, except that these disqualifying 
events occurred before September 23, 2013. The written disclosure 
statement required under Rule 506(e) is not filed with the Commission, 
but serves as an important investor protection tool to inform investors 
of an issuer's and its covered persons, involvement in past ``bad 
actor'' disqualifying events such as pre-existing criminal convictions, 
court injunctions, disciplinary proceedings, and other sanctions 
enumerated in Rule 506(d). Without the mandatory written statement 
requirements set forth in Rule 506(e), purchasers may have the 
impression that all bad actors are disqualified from participation in 
Rule 506 offerings.
    We estimate there are 19,908 respondents that will conduct a one-
hour factual inquiry to determine whether the issuer and its covered 
persons have had pre-existing disqualifying events before September 23, 
2013. Of those 19,908 respondents, we estimate that 220 respondents 
with disqualifying events will spend ten hours to prepare a disclosure 
statement describing the matters that would have triggered 
disqualification under 506(d)(1) of Regulation D, except that these 
disqualifying events occurred before September 23, 2013, the effective 
date of the Rule 506 amendments. An estimated 2,200 burden hours are 
attributed to the 220 respondents with disqualifying events in addition 
to the 19,908 burden hours associated with the one-hour factual 
inquiry. In sum, the total annual increase in paperwork burden for all 
affected respondents to comply with the Rule 506(e) disclosure 
statement is estimated to be approximately 22,108 hours of company 
personnel time.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid OMB control number.
    The public may view the background documentation for this 
information collection at the following Web site, www.reginfo.gov. 
Comments should be directed to: (i) Desk Officer for the Securities and 
Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10102, New Executive Office 
Building, Washington, DC 20503, or by sending an email to: Shagufta_Ahmed@omb.eop.gov; and (ii) Thomas Bayer, Director/Chief Information 
Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 
F Street NE., Washington, DC 20549 or send an email to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of 
this notice.

    Dated: February 28, 2014.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-04926 Filed 3-5-14; 8:45 am]
BILLING CODE 8011-01-P


