
[Federal Register Volume 81, Number 182 (Tuesday, September 20, 2016)]
[Proposed Rules]
[Pages 64364-64368]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-22563]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

 [Release Nos. 33-10209, 34-78845, 39-2511, IA-4530, IC-32263; File No. 
S7-21-16]


List of Rules To Be Reviewed Pursuant to the Regulatory 
Flexibility Act

AGENCY: Securities and Exchange Commission.

ACTION: Publication of list of rules scheduled for review.

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SUMMARY: The Securities and Exchange Commission is publishing a list of 
rules to be reviewed pursuant to Section 610 of the Regulatory 
Flexibility Act. The list is published to provide the public with 
notice that these rules are scheduled for review by the agency and to 
invite public comment on whether the rules should be continued without 
change, or should be amended or rescinded to minimize any significant 
economic impact of the rules upon a substantial number of such small 
entities.

DATES: Comments should be submitted by October 20, 2016.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number [S7-21-16] on the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments to Brent Fields, Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File No. S7-21-16. This file number 
should be included on the subject line if email is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/other.shtml). Comments also 
are available for Web site viewing and printing in the Commission's 
Public Reference Room, 100 F Street NE., Washington, DC 20549 on 
official business days between the hours of 10:00 a.m. and 3:00 p.m. 
All comments received will be posted without change; we do not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Anne Sullivan, Office of the General 
Counsel, 202-551-5019.

SUPPLEMENTARY INFORMATION: The Regulatory Flexibility Act (``RFA''), 
codified at 5 U.S.C. 600-611, requires an agency to review its rules 
that have

[[Page 64365]]

a significant economic impact upon a substantial number of small 
entities within ten years of the publication of such rules as final 
rules. 5 U.S.C. 610(a). The purpose of the review is ``to determine 
whether such rules should be continued without change, or should be 
amended or rescinded . . . to minimize any significant economic impact 
of the rules upon a substantial number of such small entities.'' 5 
U.S.C. 610(a). The RFA sets forth specific considerations that must be 
addressed in the review of each rule:
     The continued need for the rule;
     the nature of complaints or comments received concerning 
the rule from the public;
     the complexity of the rule;
     the extent to which the rule overlaps, duplicates or 
conflicts with other federal rules, and, to the extent feasible, with 
state and local governmental rules; and
     the length of time since the rule has been evaluated or 
the degree to which technology, economic conditions, or other factors 
have changed in the area affected by the rule. 5 U.S.C. 610(c).
    The Securities and Exchange Commission, as a matter of policy, 
reviews all final rules that it published for notice and comment to 
assess not only their continued compliance with the RFA, but also to 
assess generally their continued utility. When the Commission 
implemented the Act in 1980, it stated that it ``intend[ed] to conduct 
a broader review [than that required by the RFA], with a view to 
identifying those rules in need of modification or even rescission.'' 
Securities Act Release No. 6302 (Mar. 20, 1981), 46 FR 19251 (Mar. 30, 
1981). The list below is therefore broader than that required by the 
RFA, and may include rules that do not have a significant economic 
impact on a substantial number of small entities. Where the Commission 
has previously made a determination of a rule's impact on small 
businesses, the determination is noted on the list.
    The Commission particularly solicits public comment on whether the 
rules listed below affect small businesses in new or different ways 
than when they were first adopted. The rules and forms listed below are 
scheduled for review by staff of the Commission during the next 12 
months. The list includes 11 rules adopted by the Commission in 2005.
    Title: XBRL Voluntary Financial Reporting Program on the EDGAR 
System.
    Citation: 17 CFR 229.601; 17 CFR 232.401; 17 CFR 232.402; 17 CFR 
232.11; 17 CFR 232.305; 17 CFR 240.13a-14; 17 CFR 240.15d-14; 17 CFR 
249.220f; 17 CFR 249.306; 17 CFR 270.8b-1; 17 CFR 270.8b-2; 17 CFR 
270.8b-33; and 17 CFR 270.30a-2.
    Authority: 15 U.S.C. 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77s(a), 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 
77iii, 77jjj, 77nnn, 77sss, 77sss(a), 77ttt, 78c, 78c(b), 78d, 78e, 
78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o(d), 78p, 
78q, 78s, 78u-5, 78w, 78w(a), 78x, 78ll, 78ll(d), 78mm, 79e, 79j, 79n, 
79q, 79t, 79t(a), 80a-1, 80a-8, 80a-9, 80a-20, 80a-23, 80a-29, 80a-30, 
80a-31(c), 80a-34, 80a-37, 80a-38(a), 80a-39, 80b-3, 80b-4, 80b-11, and 
7201 et seq.; and 18 U.S.C. 1350.
    Description: The amendments enable registrants to submit 
voluntarily supplemental tagged financial information using the 
eXtensible Business Reporting Language (XBRL) format as exhibits to 
specified EDGAR filings under the Securities Exchange Act of 1934 
(``Exchange Act'') and the Investment Company Act of 1940. Registrants 
choosing to participate in the voluntary program also will continue to 
file their financial information in HTML or ASCII format, as currently 
required. To participate in the program, volunteers are required to 
submit their XBRL formatted information in accordance with the 
amendments. The voluntary program is intended to help the Commission 
evaluate the usefulness of data tagging and XBRL to registrants, 
investors, the Commission and the marketplace.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the Commission's adoption of Release No. 
33-8529 (Feb. 3, 2005). The Commission considered comments received on 
the Initial Regulatory Flexibility Analysis in the proposing release, 
Release No. 33-8496 (Sept. 27, 2004), at that time.
* * * * *
    Title: Mutual Fund Redemption Fees, request for additional comment.
    Citation: 17 CFR 270.22c-2; 17 CFR 270.11a-3.
    Authority: 15 U.S.C. 80a-6(c), 80a-11(a), 80a-22(c) and 80a-37(a).
    Description: The Commission adopted a new rule that allows 
registered open-end investment companies (``funds'') to impose a 
redemption fee, not to exceed two percent of the amount redeemed, to be 
retained by the fund. The redemption fee is intended to allow funds to 
recoup some of the direct and indirect costs incurred as a result of 
short-term trading strategies, such as market timing. The new rule also 
requires most funds to enter into written agreements with 
intermediaries (such as broker-dealers and retirement plan 
administrators) that hold shares on behalf of other investors, under 
which the intermediaries must agree to provide funds with certain 
shareholder identity and transaction information at the request of the 
fund and carry out certain instructions from the fund.
    Prior Commission Determination Under 5 U.S.C. 610: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the Commission's adoption of Release No. 
IC-26782 (Mar. 11, 2005). The Commission considered comments received 
on the Initial Regulatory Flexibility Analysis in the proposing 
release, Release No. IC-26375A (Mar. 5, 2004), at that time.
* * * * *
    Title: First-Time Application of International Financial Reporting 
Standards.
    Citation: 17 CFR 249.220f.
    Authority: 15 U.S.C. 78a et seq., and 7201 et seq.; and 18 U.S.C. 
1350.
    Description: The Commission adopted amendments to Form 20-F to 
provide a one-time accommodation relating to financial statements 
prepared under International Financial Reporting Standards (``IFRS'') 
for foreign private issuers registered with the SEC. This accommodation 
applies to foreign private issuers that adopt IFRS prior to or for the 
first financial year starting on or after January 1, 2007. The 
accommodation permits eligible foreign private issuers for their first 
year of reporting under IFRS to file two years rather than three years 
of statements of income, changes in shareholders' equity and cash flows 
prepared in accordance with IFRS, with appropriate related disclosure. 
In addition, the Commission amended Form 20-F to require certain 
disclosures of all foreign private issuers that change their basis of 
accounting to IFRS.
    Prior Commission Determination Under 5 U.S.C. 601: Pursuant to 
Section 605(b) of the Regulatory Flexibility Act, the Commission 
certified that amending Exchange Act Form 20-F would not have a 
significant economic impact on a substantial number of small entities. 
The certification was incorporated in the proposing release, Release 
No. 33-8397 (Mar. 11, 2004). As stated in the adopting release, Release 
No. 33-8567 (Apr. 12, 2005), the Commission received no comments 
concerning the impact on small entities or the Regulatory Flexibility 
Act Certification.
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[[Page 64366]]

    Title: Regulation NMS: Final Rules and Amendments to Joint Industry 
Plans.
    Citation: 17 CFR 200.30-3, 17 CFR 200.800, 17 CFR 201.101, 17 CFR 
230.144, 17 CFR 240.0-10, 17 CFR 240.3a51-1, 17 CFR 240.3b-16, 17 CFR 
240.10a-1, 17 CFR 240.10b-10, 17 CFR 10b-18, 17 CFR 240.11Aa2-1-Ac1-6, 
17 CFR 240.12a-7, 17 CFR 240.12f-1, 17 CFR 240.12f-2, 17 CFR 240.15b9-
1, 17 CFR 240.15c2-11, 17 CFR 240.19c-3, 17 CFR 240.19c-4, 17 CFR 
240.31, 17 CFR 242.100, 17 CFR 242.300, 17 CFR 242.301, 17 CFR 242.600-
612, 17 CFR 249.1001, 17 CFR 270.17a-7.
    Authority: 15 U.S.C. 78b, 78c(b), 78e, 78f, 78k-1, 78o, 78o-3, 
78q(a) and (b), 78s; 78w(a), and 78mm, and Rules 11Aa3-2(b)(2) and 
11Aa3-2(c)(1) thereunder, 17 CFR 240.11Aa3-2(b)(2) and 17 CFR 
240.11Aa3-2(c)(1).
    Description: The Commission adopted rules under Regulation NMS and 
two amendments to the joint industry plans for disseminating market 
information. The new rules were designed to modernize and strengthen 
the regulatory structure of the U.S. equity markets. The ``Order 
Protection Rule'' requires trading centers to establish, maintain, and 
enforce written policies and procedures reasonably designed to prevent 
the execution of trades at prices inferior to protected quotations 
displayed by other trading centers, subject to an applicable exception. 
The ``Access Rule'' requires fair and non-discriminatory access to 
quotations, establishes a limit on access fees to harmonize the pricing 
of quotations across different trading centers, and requires each 
national securities exchange and national securities association to 
adopt, maintain, and enforce written rules that prohibit their members 
from engaging in a pattern or practice of displaying quotations that 
lock or cross automated quotations. The ``Sub-Penny Rule'' prohibits 
market participants from accepting, ranking, or displaying orders, 
quotations, or indications of interest in a pricing increment smaller 
than a penny, except for orders, quotations, or indications of interest 
that are priced at less than $1.00 per share. The Commission also 
adopted amendments to the ``Market Data Rules'' that updated the 
requirements for consolidating, distributing, and displaying market 
information, as well as amendments to the joint industry plans for 
disseminating market information that modified the formulas for 
allocating plan revenues (the ``Allocation Amendment'') and broadened 
participation in plan governance (the ``Governance Amendment''). 
Finally, the Commission redesignated the national market system rules 
previously adopted under Section 11A of the Exchange Act.
    Prior Commission Determination Under 5 U.S.C. 610: With respect to 
the Order Protection Rule, pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that the rule would not have 
a significant economic impact on a substantial number of small 
entities. This certification was incorporated into the reproposing 
release.\1\ As stated in Release No. 34-51808 (June 9, 2005) (adopting 
release), the Commission received no comments concerning the impact on 
small entities or the Regulatory Flexibility Act Certification. With 
respect to the Access Rule (Rule 610 and the amendments to Rule 301 of 
Regulation ATS), pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that the rule would not have 
a significant economic impact on a substantial number of small 
entities. This certification was incorporated into the reproposing 
release. As stated in the adopting release, the Commission considered 
one comment it received regarding the certification in the reproposing 
release with respect to the Access Rule at that time. With respect to 
the Sub-Penny Rule, a Final Regulatory Flexibility Analysis was 
prepared in accordance with 5 U.S.C. 604 in conjunction with the 
adopting release. As stated in the adopting release, the Commission 
received no comments addressing the Initial Regulatory Flexibility 
Analysis prepared in the proposing release or the substantially 
identical one set forth in the reproposing release. With respect to the 
Allocation Amendment, pursuant to Section 605(b) of the Regulatory 
Flexibility Act, the Commission certified that the rule would not have 
a significant economic impact on a substantial number of small 
entities. This certification was incorporated into the reproposing 
release. As stated in the adopting release, the Commission received no 
comments concerning the impact on small entities or the Regulatory 
Flexibility Act Certification. Finally, with respect to the Governance 
Amendment (amending Exchange Act Rules 11Aa3-1 and 11Ac-12 by 
redesignating them as Rules 601 and 603), a Final Regulatory 
Flexibility Analysis was prepared in accordance with 5 U.S.C. 604 in 
conjunction with the Adopting Release. As stated in the adopting 
release, the Commission received no comments addressing the Initial 
Regulatory Flexibility Analysis prepared in the proposing release or 
the substantially identical one set forth in the reproposing release.
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    \1\ The Commission originally proposed Regulation NMS in 
February 2004, Release No. 34-49325 (Feb. 26, 2004) (proposing 
release). It issued a supplemental request for comment in May 2004. 
Release No. 34-49749 (May 20, 2004). On December 16, 2004, the 
Commission reproposed Regulation NMS in its entirety for public 
comment. Release No. 34-50870 (Dec. 16, 2004) (reproposing release).
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* * * * *
    Title: Amendments to the Penny Stock Rules.
    Citation: 17 CFR 240.3a51-1, 240.15g-2, 240.15g-9, and 240.15g-100.
    Authority: 15 U.S.C. 78c(a)(51)(B), 78c(b), 78o(c), 78o(g), and 
78w(a).
    Description: The Commission amended the definition of ``penny 
stock'' as well as the requirements for providing certain information 
to penny stock customers. The amendments were designed to address 
market changes, evolving communications technology and legislative 
developments.
    Prior Commission Determination Under 5 U.S.C. 610: Pursuant to 
Section 605(b) of the Regulatory Flexibility Act, the Commission 
certified that the rule would not have a significant economic impact on 
a substantial number of small entities. This certification was 
incorporated into the proposing release, Release No. 34-49037 (Jan. 8, 
2004). As stated in the adopting release, Release No. 34-51983 (July 7, 
2005), the Commission received no comments concerning the impact on 
small entities or the Regulatory Flexibility Act Certification.
* * * * *
    Title: Removal from Listing and Registration of Securities Pursuant 
to Section 12(d) of the Securities Exchange Act of 1934.
    Citation: 17 CFR 232.101; 17 CFR 240.12d2-2; 17 CFR 240.19d-1; 17 
CFR 249.25.
    Authority: 15 U.S.C. 77c, 77d, 77f, 77g, 77h, 77j, 77s, 77s(a), 
77sss(a), 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78a, 78c, 
78c(b), 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 
78o, 78o(d), 78p, 78q, 78s, 78u-5, 78w, 78w(a), 78x, 78ll, 78ll(d), 
78mm, 79q, 79t, 79t(a), 80a-8, 80a-20, 80a-23, 80a-29, 80a-30, 80a-37, 
80b-3, 80b-4, 80b-11, and 7201 et seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to its rules and 
Form 25 to streamline the procedures for removing from listing, and 
withdrawing from registration, securities under Section 12(b) of the 
Exchange Act. The final rules require all issuers and national 
securities exchanges seeking to delist and/or deregister a security in 
accordance with the rules of an exchange and the Commission to file the

[[Page 64367]]

amended Form 25 in an electronic format with the Commission on the 
EDGAR database. The final rules also provide that Form 25 serves as an 
exchange's notice to the Commission under Section 19(d) of the Exchange 
Act. Finally, the final rules exempt, on a permanent basis, 
standardized options and security futures products traded on a national 
securities exchange from Section 12(d) of the Exchange Act.
    Prior Commission Determination Under 5 U.S.C. 601: Pursuant to 
Section 605(b) of the Regulatory Flexibility Act, the Commission 
certified that amending Rule 12d2-2 and Rule 25 would not have a 
significant impact on a substantial number of small entities. The 
certification was incorporated in the proposing release, Release No. 
34-49858 (June 15, 2004). As stated in the adopting release, Release 
No. 34-52029 (July 14, 2005), the Commission received no comments 
concerning the impact on small entities or the Regulatory Flexibility 
Act Certification.
* * * * *
    Title: Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies.
    Citation: 17 CFR 230.405; 239.16b; 240.12b-2; 240.13a-14; 240.13a-
19; 240.15d-14; 240.15d-19; 249.220f; 249.308; 249.308a; and 249.310.
    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 
77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78a et seq., 78c, 78d, 
78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o(d), 
78p, 78q, 78s, 78t, 78u-5, 78w, 78w(a), 78x, 78ll, 78ll(d), 78mm, 78q, 
78s, 78u-5, 78w, 78x, 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-
8, 80a-20, 80a-23, 80a-24, 80a-26, 80a-28, 80a-29, 80a-30, 80a-37, 80b-
3, 80b-4, 80b-11, 7201 et seq., and 18 U.S.C. 1350.
    Description: The Commission adopted rules and rule amendments 
relating to filings by reporting shell companies. The rule and rule 
amendments define a ``shell company'' as a registrant with no or 
nominal operations and either no or nominal assets, assets consisting 
solely of cash and cash equivalents, or assets consisting of any amount 
of cash and cash equivalents and nominal other assets. The rules and 
rule amendments prohibit the use of Form S-8 under the Securities Act 
of 1933 (``Securities Act'') by shell companies. In addition, they 
require a shell company that is reporting an event that causes it to 
cease being a shell company to disclose the same type of information 
that it would be required to provide in registering a class of 
securities under the Exchange Act. These provisions are intended to 
protect investors by deterring fraud and abuse in our securities 
markets through the use of reporting shell companies.
    Prior Commission Determination Under 5 U.S.C. 610: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the adoption of Release No. 33-8587 
(July 15, 2005). The Commission requested comment on the Initial 
Regulatory Flexibility Analysis prepared in Release No. 33-8407 (Apr. 
15, 2004), but as stated in the adopting release, received no comments 
in response to this request.
* * * * *
    Title: Rulemaking for EDGAR System.
    Citation: 17 CFR 232.11; 17 CFR 232.101; 17 CFR 232.102; 17 CFR 
232.201; 17 CFR 232.311; 17 CFR 232.313; 17 CFR 239.64; 17 CFR 249.444; 
17 CFR 259.603; 17 CFR 269.8; 17 CFR 274.403; 17 CFR 239.65; 17 CFR 
249.447; 17 CFR 259.604; 17 CFR 269.10; 17 CFR 274.404.
    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss, 78c, 78l, 
78m, 78n, 78o(d), 78w(a), 78ll, 79c, 79e, 79f, 79g, 79j, 79l, 79m, 79n, 
79q, 79t, 80a-8, 80a- 29, 80a-30, and 80a-37.
    Description: The Commission adopted amendments requiring that 
certain open-end management investment companies and insurance company 
separate accounts identify in their Electronic Data Gathering Analysis, 
and Retrieval (EDGAR) submissions information relating to their series 
and classes (or contracts, in the case of separate accounts). In 
addition, the Commission added two investment company filings to the 
list of those that must be filed electronically and made several minor 
and technical amendments to rules governing the electronic filings 
through EDGAR.
    Prior Commission Determination Under 5 U.S.C. 610: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the Commission's adoption of Release No. 
IC-26990 (July 18, 2005). The Commission solicited comment on the 
Initial Regulatory Flexibility Analysis prepared in the proposing 
release, Release No. IC-26388 (Mar. 6, 2004), but, as stated in the 
adopting release, received no comments on that analysis.
* * * * *
    Title: Securities Offering Reform.
    Citation: 17 CFR 200.30-1; 17 CFR 229.512; 17 CFR 230.134; 17 CFR 
230.137; 17 CFR 230.138; 17 CFR 230.139; 17 CFR 230.153; 17 CFR 
230.158; 17 CFR 230.159; 17 CFR 230.159A; 17 CFR 230.163; 17 CFR 
230.163A; 17 CFR 230.164; 17 CFR 230.168; 17 CFR 230.169; 17 CFR 
230.172; 17 CFR 230.173; 17 CFR 230.174; 17 CFR 230.401; 17 CFR 
230.405; 17 CFR 230.408; 17 CFR 230.412; 17 CFR 230.413; 17 CFR 
230.415; 17 CFR 230.418; 17 CFR 230.424; 17 CFR 230.426; 17 CFR 
230.430A; 17 CFR 230.430B; 17 CFR 230.430C; 17 CFR 230.433; 17 CFR 
230.439; 17 CFR 230.456; 17 CFR 230.457; 17 CFR 230.462; 17 CFR 
230.473; 17 CFR 230.497; 17 CFR 230.902; 17 CFR 239.11; 17 CFR 239.13; 
17 CFR 239.25; 17 CFR 239.31; 17 CFR 239.33; 17 CFR 239.34; 17 CFR 
240.14a-2; 17 CFR 243.100; 17 CFR 249.210; 17 CFR 249.220f; 17 CFR 
249.308a; 17 CFR 249.310; 17 CFR 239.14; and 17 CFR 274.11a-1.
    Authority: 15 U.S.C. 77b, 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 
77s, 77o, 77r, 77s, 77sss, 77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 
77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 77ttt, 78a, 78c, 
78c(b), 78d, 78d-1, 78d-2, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 
78l, 78m, 78n, 78o, 78o(d), 78p, 78q, 78s, 78t, 78u-5, 78w, 78w(a); 
78x, 78ll, 78ll(d), 78mm,79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 
80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-20, 80a-23, 80a-24, 
80a-26, 80a-28, 80a-29, 80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-39, 
80b-3, 80b-4, 80b-11, 7201, 7202, and 18 U.S.C. 1350.
    Description: The Commission adopted rules to modify and advance 
significantly the registration, communications, and offering processes 
under the Securities Act. The rules eliminate unnecessary and outmoded 
restrictions on offerings. In addition, the rules provide more timely 
investment information to investors without mandating delays in the 
offering process that the Commission believes would be inconsistent 
with the needs of issuers for timely access to capital. The rules also 
continue the Commission's long-term efforts toward integrating 
disclosure and processes under the Securities Act and the Exchange Act. 
The rules further these goals by addressing communications related to 
registered securities offerings, delivery of information to investors, 
and procedural aspects of the offering and capital formation processes.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the Commission's adoption of Release No. 
33-8591 (July 19, 2005). The Commission considered comments received on 
the Initial Regulatory Flexibility Analysis in the proposing release, 
Release No. 33-8501 (Nov. 3, 2004), at that time.
* * * * *

[[Page 64368]]

    Title: Ownership Reports and Trading by Officers, Directors and 
Principal Security Holders.
    Citation: 17 CFR 229.405; 17 CFR 240.16b-3; and 17 CFR 240.16b-7.
    Authority: 15 U.S.C. 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77z-2, 77z-3, 77aa(25),77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 
78k, 78k-1, 78l, 78m,78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll, 
78mm, 79e, 79j, 79n, 79q, 79t, 80a-8, 80a-9, 80a-20, 80a-23, 80a-29, 
80a-30, 80a-31(c), 80a-37, 80a-38(a), 80a-39, 80b-3, 80b-4, 80b-11, and 
7201 et seq.; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to two rules that 
exempt certain transactions from the private right of action to recover 
short-swing profit provided by Section 16(b) of the Exchange Act. The 
amendments were intended to clarify the exemptive scope of these rules, 
consistent with statements in previous Commission releases. The 
Commission also amended Item 405 of Regulation S-K to harmonize this 
item with the two-business day Form 4 due date and mandated electronic 
filing and Web site posting of Section 16 reports.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the Commission's adoption of Release No. 
33-8600 (Aug. 3, 2005). The Commission considered comments received on 
the Initial Regulatory Flexibility Analysis in the proposing release, 
Release No. 34-49895 (June 21, 2004), at that time.
* * * * *
    Title: Revisions to Accelerated Filer Definition and Accelerated 
Deadlines for Filing Periodic Reports.
    Citation: 17 CFR 210.3-01; 17 CFR 210.3-09; 17 CFR 210.3-12; 17 CFR 
229.101; 17 CFR 240.12b-2; 17 CFR 240.13a-10; 17 CFR 240.15d-10; 17 CFR 
249.308a; 17 CFR 249.310; and 17 CFR 249.220f.
    Authority: 15 U.S.C. 77c, 77d, 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77z-2, 77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77nnn, 77sss, 77ttt, 78a, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 
78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78o(d), 78q, 78s, 78u-5, 78w, 
78w(a), 78x, 78ll, 78mm, 79e, 79e(b), 79j, 79j(a), 79n, 79q, 79t, 
79t(a), 80a-8, 80a-9, 80a-20, 80a-23, 80a-29, 80a-30, 80a-31, 80a-
31(c), 80a-37, 80a-37(a), 80a-38(a), 80a-39, 80b-3, 80b-4, 80b-11, 
7201, 7202, 7262; and 18 U.S.C. 1350.
    Description: The Commission adopted amendments to the accelerated 
filing deadlines that apply to periodic reports so that a ``large 
accelerated filer'' (an Exchange Act reporting company with a worldwide 
market value of outstanding voting and non-voting common equity held by 
non-affiliates of $700 million or more) became subject to a 60-day Form 
10-K annual report filing deadline, beginning with the annual report 
filed for its first fiscal year ending on or after December 15, 2006. 
Prior to that date, large accelerated filers were subject to a 75-day 
annual report deadline. Under the amendments, accelerated filers and 
large accelerated filers continue to be required to file their Form 10-
Q quarterly reports under a 40-day deadline, rather than the 35-day 
deadline that was scheduled to apply under the previously existing 
rules. Further, the amendments revise the definition of the term 
``accelerated filer'' to permit an accelerated filer that has voting 
and non-voting common equity held by non-affiliates of less than $50 
million to exit accelerated filer status at the end of the fiscal year 
in which its equity falls below $50 million and to file its annual 
report for that year and subsequent periodic reports on a non-
accelerated basis. Finally, the amendments permit a large accelerated 
filer that has voting and non-voting common equity held by non-
affiliates of less than $500 million to exit large accelerated filer 
status at the end of the fiscal year in which its equity falls below 
$500 million and to file its annual report for that year and subsequent 
periodic reports as an accelerated filer, or a non-accelerated filer, 
as appropriate.
    Prior Commission Determination Under 5 U.S.C. 601: A Final 
Regulatory Flexibility Analysis was prepared in accordance with 5 
U.S.C. 604 in conjunction with the Commission's adoption of Release No. 
33-8644 (Dec. 21, 2005). The Commission considered comments received on 
the Initial Regulatory Flexibility Analysis in the proposing release, 
Release No. 33-8617 (Sept. 22, 2005), at that time.

    By the Commission.

    Dated: September 15, 2016.
Brent J. Fields,
Secretary.
[FR Doc. 2016-22563 Filed 9-19-16; 8:45 am]
BILLING CODE 8011-01-P


