
[Federal Register Volume 79, Number 211 (Friday, October 31, 2014)]
[Notices]
[Page 64842]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-25876]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 
20549-2736.

Extension: Rule 12d2-2 and Form 25;
    SEC File No. 270-86, OMB Control No. 3235-0080.

    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a security may be delisted from an exchange and withdrawn from 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 standardized options and security futures 
products 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 18 national securities exchanges that could possibly be 
respondents complying with the requirements of the Rule 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 NYSEMKT 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 
690 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, 690 annual burden hours for all 
exchanges (18 exchanges x an average of 38.3 responses per exchange x 1 
hour per response). In addition, since approximately 100 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, 100 annual burden hours for all issuers (100 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 
790 hours (690 hours for exchanges + 100 hours for issuers). The 
related internal labor costs associated with these burden hours are 
$42,797.50 total ($36,397.50 for exchanges ($52.75 per response x 690 
responses) and $6,400 for issuers ($64 per response x 100 responses)).
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    \4\ The staff notes that a few of these 18 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, we have 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.
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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 Commission, including whether the information 
shall have practical utility; (b) the accuracy of the Commission's 
estimates of the burden of the proposed 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.
    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.
    Please direct your written comments to: 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.

    Dated: October 27, 2014.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-25876 Filed 10-30-14; 8:45 am]
BILLING CODE 8011-01-P


