[Federal Register Volume 86, Number 212 (Friday, November 5, 2021)]
[Notices]
[Pages 61356-61357]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-24144]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-421, OMB Control No. 3235-0481]


Proposed Collection; Comment Request

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

Extension:
    Rule 15c2-8

    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 existing 
collection of information provided for in Rule 15c2-8 (17 CFR 240.15c2-
8). The Commission plans to submit this existing collection of 
information to the Office of Management and Budget for extension and 
approval.
    Rule 15c2-8 under the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.) requires broker-dealers to deliver preliminary and/or 
final prospectuses to certain people under certain circumstances. In 
connection with securities offerings generally, including initial 
public offerings (``IPOs''), the rule requires broker-dealers to take 
reasonable steps to distribute copies of the preliminary or final 
prospectus to anyone who makes a written request, as well as any 
broker-dealer who is expected to solicit purchases of the security and 
who makes a request. In connection with IPOs, the rule requires a 
broker-dealer to send a copy of the preliminary prospectus to any 
person who is expected to receive a confirmation of sale (generally, 
this means any person who is expected to actually purchase the security 
in the offering) at least 48 hours prior to the sending of such 
confirmation. This requirement is sometimes referred to as the ``48 
hour rule.''
    Additionally, managing underwriters are required to take reasonable 
steps to ensure that all broker-dealers participating in the 
distribution of or trading in the security have sufficient copies of 
the preliminary or final prospectus, as requested by them, to enable 
such broker-dealer to satisfy their respective prospectus delivery 
obligations pursuant to Rule 15c2-8, as well as Section 5 of the 
Securities Act of 1933.
    Rule 15c2-8 implicitly requires that broker-dealers collect 
information, as such collection facilitates compliance with the rule. 
There is no requirement to submit collected information to the 
Commission. In order to comply with the rule, broker-dealers 
participating in a securities offering must keep accurate records of 
persons who have indicated interest in an IPO or requested a 
prospectus, so that they know to whom they must send a prospectus.
    The Commission estimates that the time broker-dealers will spend 
complying with the collection of information required by the rule is 
24,200 hours for equity IPOs and 29,320

[[Page 61357]]

hours for other offerings. The Commission estimates that the total 
annualized cost burden (copying and postage costs) is $48,400,000 for 
IPOs and $1,172,800 for other offerings.
    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 to 
be 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: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o John 
R. Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email 
to: [email protected].

    Dated: November 1, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-24144 Filed 11-4-21; 8:45 am]
BILLING CODE 8011-01-P


