Rules 147(f)(1)(iii) and 147A(f)(1)(iii) Written Representations as to Purchaser Residency

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Federal Register / Vol. 82, No. 20 / Wednesday, February 1, 2017 / Notices
ESTIMATE OF ANNUAL RESPONDENT BURDEN
Annual
responses

Form No.

Burden
(hours)

G–254 ..........................................................................................................................................
G–254A ........................................................................................................................................
RL–8A ..........................................................................................................................................

1,500
1,500
400

5–35
5
15

623
125
100

Total ......................................................................................................................................

3,400

........................

848

Additional Information or Comments:
To request more information or to
obtain a copy of the information
collection justification, forms, and/or
supporting material, contact Dana
Hickman at (312) 751–4981 or
Dana.Hickman@RRB.GOV. Comments
regarding the information collection
should be addressed to Brian Foster,
Railroad Retirement Board, 844 North
Rush Street, Chicago, Illinois 60611–
1275 or emailed to Brian.Foster@rrb.gov.
Written comments should be received
within 60 days of this notice.
Brian D. Foster,
Clearance Officer.
[FR Doc. 2017–02064 Filed 1–31–17; 8:45 am]
BILLING CODE 7905–01–P

SECURITIES AND EXCHANGE
COMMISSION
Office of the Secretary
Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Rules
147(f)(1)(iii) and 147A(f)(1)(iii) Written
Representations as to Purchaser
Residency
ACTION:

Notice.

The Securities and Exchange
Commission (‘‘Commission’’) has
submitted two sponsored information
collection requests (‘‘ICRs’’) to the
Office of Management and Budget
(‘‘OMB’’) for review and clearance in
accordance with the Paperwork
Reduction Act of 1995 1 (‘‘PRA’’). The
first title is: ‘‘Rule 147(f)(1)(iii) Written
Representation as to Purchaser
Residency.’’ The second title is: ‘‘Rule
147A(f)(1)(iii) Written Representation as
to Purchaser Residency.’’ OMB approval
has been requested by April 20, 2017.
ADDRESSES: A copy of these ICRs with
applicable supporting documentation,
including a description of the likely
respondents, proposed frequency of
response, and estimated total burden
may be obtained free of charge from the
SUMMARY:

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Time
(minutes)

1 Public

Law 104–13, 44 U.S.C. 3501 et seq.

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RegInfo.gov Web site at http://
www.reginfo.gov/public/do/PRAMain.
ICR Reference Numbers 201701–
3235–005 and 201701–3235–006 for
Rules 147 and 147A, respectively.
Comments should be directed to: (i)
Desk Officer for the Securities and
Exchange Commission, Office of
Information and Regulatory Affairs,
Office of Management and Budget,
Room 10102, New Executive Office
Building, Washington, DC 20503, or by
sending an email to: Shagufta_Ahmed@
omb.eop.gov; and (ii) Pamela C. Dyson,
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.
SUPPLEMENTARY INFORMATION: This
request should serve to notify the public
that the Commission is seeking PRA
approval from OMB for the collections
of information associated with the final
rule amendments to Rule 147 2 and new
Rule 147A 3 under the Securities Act of
1933 4 (‘‘Securities Act’’) that were
adopted by the Commission on October
26, 2016.5
As adopted, both Rule 147(f)(1)(iii)
and new Rule 147A(f)(1)(iii) will require
the issuer to obtain from the purchaser
a written representation as to the
purchaser’s residency. In the Proposing
Release, the Commission had proposed
eliminating the requirement in Rule
147. In response to comments received
on the Proposing Release, the
Commission decided not to eliminate
the requirement in Rule 147 and instead
adopted an identical requirement in
new Rule 147A(f)(1)(iii).6 The
representation is not required to be
presented in any particular format,
although it must be in writing.
Representations obtained by the issuer
are not required to be kept confidential,
and there is no mandatory retention
period.
2 17

CFR 230.147.
CFR 230.147A.
4 15 U.S.C. 77a et seq.
5 See Release No. 33–10238 (Oct. 26, 2016) [81 FR
83494]. New Rule 147A and the amendment to Rule
147 will be effective on April 20, 2017.
6 Id.
3 17

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We anticipate that the requirement for
issuers to obtain a written
representation from each purchaser as to
his or her residence, as required under
Rule 147(f)(1)(iii) and Rule
147A(f)(1)(iii), could result in somewhat
higher compliance costs for issuers to
meet these requirements in order to sell
securities in an exempt intrastate
offering. For purposes of the PRA, for
each of Rule 147 and Rule 147A, we
estimate that the total annual paperwork
burden for all affected issuers arising
from this collection of information
requirement will be approximately 175
hours of issuer (company) personnel
time and approximately $70,000 for the
services of outside professionals. We
anticipate that the written
representation required by purchasers,
including the obligation to determinate
the state or territory of their residence,
as required under Rule 147(f)(1)(iii) and
Rule 147A(f)(1)(iii), will result in a
burden incurred by purchasers in order
to purchase securities in an exempt
intrastate offering. For purposes of the
PRA, for each of Rule 147 and Rule
147A, we estimate that the total annual
paperwork burden for all affected
purchasers arising from this collection
of information requirements will be
approximately 1,750 hours of purchaser
time and no cost incurred for the
services of outside professionals.
In deriving our estimates, we assume
that:
• Approximately 700 issuers 7 will
conduct a Rule 147 and Rule 147A
offering each year, respectively, and
each issuer will spend an average of
fifteen minutes to obtain and collect the
written representation from each
purchaser in the offering as to his or her
state or territory of residence, resulting
7 We rely upon the number of offerings under
Rules 504 and 505 of Regulation D for the year
ended December 31, 2015 as a proxy for the average
annual number of offerings under Rule 147 and new
Rule 147A. Based on staff analysis of Form D
filings, there were 519 new Form D filings reporting
reliance on Rule 504 and 179 new Form D filings
reporting reliance on Rule 505 in 2015. See Figure
1 in Section V.A.1, above. For purposes of these
PRA estimates, we estimate that an average of 700
issuers will conduct a Rule 147 and new Rule 147A
offering each year, respectively.

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sradovich on DSK3GMQ082PROD with NOTICES

Federal Register / Vol. 82, No. 20 / Wednesday, February 1, 2017 / Notices
in 175 issuer burden hours (annual) for
each exemption;
• Each of the approximately 700
issuers will retain outside professional
firms to spend an average of fifteen
minutes helping the issuer comply with
this requirement to obtain and collect
the written statement of residency from
each purchaser in the offering at an
average cost of $400 per hour, resulting
in a cost of $100 per issuer and an
aggregate of $70,000 (annual) for issuers
for each exemption;
• Each Rule 147 and Rule 147A
offering will have an average of
approximately 10 purchasers of
securities, resulting in approximately
7,000 purchasers per year for each
exemption; and
• Each purchaser in a Rule 147 and
Rule 147A offering will spend an
average of approximately fifteen
minutes preparing a written statement
of residency to provide to the issuer and
will incur no cost for the services of
outside professionals to satisfy this
requirement, resulting in an aggregate of
2.5 hours of purchaser time per offering
and purchaser burden hours of 1,750
(annual) for each exemption.
These information collections are
subject to the PRA. A federal agency
generally cannot conduct or sponsor a
collection of information, and the public
is generally not required to respond to
an information collection, unless it is
approved by the OMB under the PRA
and displays a currently valid OMB
Control Number. In addition,
notwithstanding any other provisions of
law, no person shall generally be subject
to penalty for failing to comply with a
collection of information if the
collection of information does not
display a valid OMB Control Number.8
The SEC is seeking OMB approval for
these information collections under
OMB ICR Reference Numbers 201701–
3235–005 and 201701–3235–006 for
Rules 147 and 147A, respectively.
Interested parties are encouraged to
send comments to the OMB, Office of
Information and Regulatory Affairs at
the address shown in the ADDRESSES
section within 30 days of publication of
this notice in the Federal Register. In
order to help ensure appropriate
consideration, comments should
reference OMB ICR Reference 201701–
3235–005 and 201701–3235–006 for
Rules 147 and 147A, respectively. The
OMB is particularly interested in
comments that:
• Evaluate whether the proposed
collection of information is necessary
for the proper performance of the
functions of the agency, including
8 See

5 CFR 1320.5(a) and 1320.6.

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whether the information will have
practical utility;
• Evaluate the accuracy of the
agency’s estimate of the burden of the
proposed collection of information,
including the validity of the
methodology and assumptions used;
• Enhance the quality, utility, and
clarity of the information to be
collected; and
• Minimize the burden of the
collection of information on those who
are to respond, including through the
use of appropriate automated,
electronic, mechanical, or other
technological collection techniques or
other forms of information technology,
e.g., permitting electronic submission of
responses.
January 23, 2016.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–02099 Filed 1–31–17; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–79885; File No. SR–
NYSEArca–2016–100]

Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Approving a
Proposed Rule Change, as Modified by
Amendments No. 1, No. 2, and No. 3,
To List and Trade Shares of the
Direxion Daily Municipal Bond Taxable
Bear 1X Fund Under NYSE Arca
Equities Rule 5.2(j)(3)
January 26, 2017.

I. Introduction
On July 13, 2016, NYSE Arca, Inc.
(‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’ or
‘‘Exchange Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
list and trade shares (‘‘Shares’’) of the
Direxion Daily Municipal Bond Taxable
Bear 1X Fund (‘‘Fund’’), a series of the
Direxion Shares ETF Trust (‘‘Trust’’).
The proposed rule change was
published for comment in the Federal
Register on August 3, 2016.3 On
September 14, 2016, pursuant to Section
19(b)(2) of the Act,4 the Commission
designated a longer period within which
to approve the proposed rule change,
disapprove the proposed rule change, or
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 78433
(July 28, 2016), 81 FR 51241.
4 15 U.S.C. 78s(b)(2).
2 17

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8963

institute proceedings to determine
whether to disapprove the proposed
rule change.5 On September 15, 2016,
the Exchange filed Amendment No. 1 to
the proposed rule change, which
replaced the original filing in its
entirety.6 On November 1, 2016, the
Commission instituted proceedings
under Section 19(b)(2)(B) of the Act 7 to
determine whether to approve or
disapprove the proposed rule change.8
On November 23, 2016, the Exchange
filed Amendment No. 2 to the proposed
rule change.9 On January 24, 2017, the
Exchange filed Amendment No. 3 to the
proposed rule change.10 The
Commission received no comments on
the proposed rule change. This order
approves the proposed rule change, as
modified by Amendments No. 1, No. 2,
and No. 3.
II. The Exchange’s Description of the
Proposal 11
The Exchange proposes to list and
trade the Shares under NYSE Arca
5 See Securities Exchange Act Release No. 78840,
81 FR 64552 (September 20, 2016). The
Commission designated November 1, 2016, as the
date by which the Commission shall either approve
or disapprove, or institute proceedings to determine
whether to disapprove, the proposed rule change.
6 In Amendment No. 1, the Exchange: (1) Revised
the description of the Fund’s principal investments
and (2) made other technical amendments.
Amendment No. 1 is available at https://
www.sec.gov/comments/sr-nysearca-2016-100/
nysearca2016100-1.pdf. Because Amendment No. 1
does not materially alter the substance of the
proposed rule change or raise unique or novel
regulatory issues, Amendment No. 1 is not subject
to notice and comment.
7 15 U.S.C. 78s(b)(2)(B).
8 See Securities Exchange Act Release No. 79211
(November 7, 2016), 81 FR 78231.
9 In Amendment No. 2, the Exchange clarified
how securities would be valued and made certain
technical amendments. Amendment No. 2 is
available at https://www.sec.gov/comments/srnysearca-2016-100/nysearca2016100-2.pdf. Because
Amendment No. 2 does not materially alter the
substance of the proposed rule change or raise
unique or novel regulatory issues, Amendment No.
2 is not subject to notice and comment.
10 In Amendment No. 3, the Exchange corrected
the name of the municipal bond index from which
the Index constituents are derived, and clarified
that individual issuers that represent at least 5% of
the weight of the Index cannot account for more
than 50% of the weight of the Index in the
aggregate. Amendment No. 3 is available at https://
www.sec.gov/comments/sr-nysearca-2016-100/
nysearca2016100-1528182-131062.pdf. Because
Amendment No. 3 does not materially alter the
substance of the proposed rule change or raise
unique or novel regulatory issues, Amendment No.
3 is not subject to notice and comment.
11 Additional information regarding the Trust, the
Fund, the underlying index, and the Shares,
including investment strategies, risks, creation and
redemption procedures, fees, portfolio holdings,
disclosure policies, calculation of the NAV,
distributions, and taxes, among other things, can be
found in Amendment No. 1, supra note 6,
Amendment No. 2, supra note 9, Amendment No.
3, supra note 10, and the Registration Statement,
infra note 13.

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