Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)

Forms and Documents

Document Name	Status
Rule 104 Justification Memo 2008.doc Supporting Statement A	2008-04-02

IC Document Collections

IC ID	Document Title	Status
35162	Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)	Modified

ICR Details

OMB Control No: 3235-0465	ICR Reference No: 200803-3235-030
Status: Historical Active	Previous ICR Reference No: 200412-3235-032
Agency/Subagency: SEC	Agency Tracking No: 270-411
Title: Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 06/05/2008
	Date Received in OIRA: 04/02/2008
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	06/30/2011	36 Months From Approved	06/30/2008
Responses	795	0	519
Time Burden (Hours)	159	0	310
Cost Burden (Dollars)	8,944	0	0

---

Abstract: Rule 104 requires that participants in a distribution collect the required information and provide the required notice regarding stabilizing, syndicate covering transactions, and penalty bids. The proposed amendments would require managing underwriters to identify or designate syndicate covering bids as such wherever communicated and would ban the use of penalty bids. The Commission does not receive this information and only examines it in the event of investigation. Investors, and the market in general, use this information in evaluating the price of the security in distribution.

---

Authorizing Statute(s): US Code: 15 USC 77g,77q(a),77s(a), Name of Law: Securities Act of 1933, Sections7, 17(a) and 19(a)
   US Code: 15 USC 78b,78c,78g(c)(2), 78i(a),78j, Name of Law: Securities Exchange Act of 1934,Sections 2,3, 7(c)(2), 9(a) and 10,
   US Code: 15 USC 78k-1(c),78l,78m,78n,78o(b), Name of Law: Securities Exchange Act of 1934, Sections 11A(c), 12,13,14 and 15(b),
   US Code: 15 USC 78o(b),78o(g),78q(a),78q(b), Name of Law: Securities Exchange Act of 1934, Sections 15(c), 15(g), 17(a) and 17(b)
   US Code: 15 USC 78q(h),78w(a),78dd-1,78mm Name of Law: Securities Exchange Act of 1934, Sections 17(h), 23(a), 30A and 36
   US Code: 15 USC 80a-23,80a-29,80a-37 Name of Law: Investment Company Act of 1940, Sections 23, 29 and 37
  

Citations for New Statutory Requirements: None

---

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

---

Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	73 FR 4291	01/24/2008
30-day Notice:	Federal Register Citation:	Citation Date:
	73 FR 16732	03/28/2008
Did the Agency receive public comments on this ICR? No

---

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)

---

ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	795	519	0	0	276	0
Annual Time Burden (Hours)	159	310	0	0	-151	0
Annual Cost Burden (Dollars)	8,944	0	0	0	8,944	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement:

---

Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Is the Supporting Statement intended to be a Privacy Impact Assessment required by the E-Government Act of 2002? No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? Uncollected

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Uncollected

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? Uncollected

Is this ICR related to the Pandemic Response? Uncollected

---

Common Form ICR:  No

---

On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 04/02/2008

---