[Federal Register Volume 87, Number 1 (Monday, January 3, 2022)]
[Notices]
[Pages 135-136]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28428]


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

SECURITIES AND EXCHANGE COMMISSION

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


Submission for OMB Review; Comment Request; Extension: Rule 15c2-
8

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

    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'') a request for approval of extension of the 
existing collection of information provided for in the following rule: 
Rule 15c2-8 (17 CFR 240.15c2-8), under the Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.).
    Rule 15c2-8 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

[[Page 136]]

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 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.
    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.
    The public may view background documentation for this information 
collection at the following website: www.reginfo.gov. Find this 
particular information collection by selecting ``Currently under 30-day 
Review--Open for Public Comments'' or by using the search function. 
Written comments and recommendations for the proposed information 
collection should be sent within 30 days of publication of this notice 
to (i) [email protected] and (ii) David Bottom, 
Director/Chief Information Officer, Securities and Exchange Commission, 
c/o John R. Pezzullo, 100 F Street NE, Washington, DC 20549, or by 
sending an email to: [email protected].

    Dated: December 28, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-28428 Filed 12-30-21; 8:45 am]
BILLING CODE 8011-01-P


