30 Day Notice

Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices
sufficient to allow Nasdaq to effectuate
the Stock Dividend, the proposed rule
change will facilitate broader ownership
of Nasdaq.
The Exchange also notes that the
proposed rule change is substantially
similar to a prior proposal by
Intercontinental Exchange, Inc. (‘‘ICE’’),
which is the holding company for three
national securities exchanges, including
the New York Stock Exchange. The ICE
proposal amended ICE’s Certificate of
Incorporation to effectuate a similar
stock split as proposed by the Exchange
herein.9 As such, the Exchange does not
believe that its proposal raises any new
or novel issues not already considered
by the Commission.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Because the proposed rule change
relates solely to the number of
authorized shares of Common Stock and
shares of capital stock of the Company
and not to the operations of the
Exchange, the Exchange does not
believe that the proposed rule change
will impose any burden on competition
not necessary or appropriate in
furtherance of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.

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III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 10 and Rule 19b–
4(f)(6) thereunder.11
9 In particular, the ICE proposal increased ICE’s
total number of authorized shares of ICE common
stock in order to effectuate a 5-for-1 stock split by
way of a stock dividend. See Securities Exchange
Act Release No. 78992 (September 29, 2016), 81 FR
69092 (October 5, 2016) (SR–NYSE–2016–57, SR–
NYSEArca–2016–119, and SR–NYSEMKT–2016–
80) (hereinafter, ‘‘ICE Approval’’).
10 15 U.S.C. 78s(b)(3)(A).
11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.

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At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2022–034 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2022–034. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (http://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website 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. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit

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personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NASDAQ–2022–034 and
should be submitted on or before June
10, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10803 Filed 5–19–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–644, OMB Control No.
3235–0692]

Submission for OMB Review;
Comment Request; Extension:
Regulation S–ID
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 (the
‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Regulation S–ID (17 CFR 248),
including the information collection
requirements thereunder, is designed to
better protect investors from the risks of
identity theft. Under Regulation S–ID,
SEC-regulated entities are required to
develop and implement reasonable
policies and procedures to identify,
detect, and respond to relevant red flags
(the ‘‘Identity Theft Red Flags Rules’’)
and, in the case of entities that issue
credit or debit cards, to assess the
validity of, and communicate with
cardholders regarding, address changes.
Section 248.201 of Regulation S–ID
includes the following information
collection requirements for each SECregulated entity that qualifies as a
‘‘financial institution’’ or ‘‘creditor’’
under Regulation S–ID and that offers or
maintains covered accounts: (i) Creation
and periodic updating of an identity
theft prevention program (‘‘Program’’)
that is approved by the board of
directors, an appropriate committee
thereof, or a designated senior
12 17

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management employee; (ii) periodic
staff reporting to the board of directors
on compliance with the Identity Theft
Red Flags Rules and related guidelines;
and (iii) training of staff to implement
the Program. Section 248.202 of
Regulation S–ID includes the following
information collection requirements for
each SEC-regulated entity that is a credit
or debit card issuer: (i) Establishment of
policies and procedures that assess the
validity of a change of address
notification if a request for an additional
or replacement card on the account
follows soon after the address change;
and (ii) notification of a cardholder,
before issuance of an additional or
replacement card, at the previous
address or through some other
previously agreed-upon form of
communication, or alternatively,
assessment of the validity of the address
change request through the entity’s
established policies and procedures.
SEC staff estimates of the hour
burdens associated with section 248.201
under Regulation S–ID include the onetime burden of complying with this
section for newly-formed SEC-regulated
entities, as well as the ongoing costs of
compliance for all SEC-regulated
entities. All newly-formed financial
institutions and creditors would be
required to conduct an initial
assessment of covered accounts, which
SEC staff estimates would entail a onetime burden of 2 hours. Staff estimates
that this burden would result in a cost
of $910 to each newly-formed financial
institution or creditor.1 To the extent a
financial institution or creditor offers or
maintains covered accounts, SEC staff
estimates that the financial institution
or creditor would also incur a one-time
burden of 25 hours to develop and
obtain board approval of a Program, and
a one-time burden of 4 hours to train the
financial institution’s or creditor’s staff,
for a total of 29 additional burden hours.
Staff estimates that these burdens would
result in additional costs of $15,603 for
each financial institution or creditor
that offers or maintains covered
accounts.2
1 This estimate is based on the following
calculation: 2 hours × $455 (hourly rate for internal
counsel) = $910. See infra note 2 (discussing the
methodology for estimating the hourly rate for
internal counsel).
2 SEC staff estimates that, of the 29 hours
incurred to develop and obtain board approval of
a Program and train the financial institution’s or
creditor’s staff, 10 hours will be spent by internal
counsel at an hourly rate of $455, 17 hours will be
spent by administrative assistants at an hourly rate
of $89, and 2 hours will be spent by the board of
directors as a whole at an hourly rate of $4,770.
Thus, the estimated $15,603 in additional costs is
based on the following calculation: (10 hours ×
$455 = $4,550) + (17 hours × $89 = $1,513) + (2
hours × $4,770 = $9,540) = $15,603.

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SEC staff estimates that approximately
571 SEC-regulated financial institutions
and creditors are newly formed each
year.3 Each of these 571 entities will
need to conduct an initial assessment of
covered accounts, for a total of 1,142
hours at a total cost of $519,610.4 Of
these 571 entities, staff estimates that
approximately 90% (or 514) maintain
covered accounts.5 Accordingly, staff
estimates that the additional initial
burden for SEC-regulated entities that
are likely to qualify as financial
institutions or creditors and maintain
covered accounts is 14,906 hours at an
additional cost of $8,019,942.6 Thus, the
total initial estimated burden for all
newly-formed SEC-regulated entities is
16,048 hours at a total estimated cost of
$8,539,552.7
Each financial institution and creditor
would be required to conduct periodic
assessments to determine if the entity
offers or maintains covered accounts,
The cost estimate for internal counsel is derived
from SIFMA’s Management & Professional Earnings
in the Securities Industry 2013, modified to account
for an 1800-hour work-year and multiplied by 5.35
to account for bonuses, entity size, employee
benefits, and overhead, and adjusted for inflation.
The cost estimate for administrative assistants is
derived from SIFMA’s Office Salaries in the
Securities Industry 2013, modified to account for an
1800-hour work-year and multiplied by 2.93 to
account for bonuses, entity size, employee benefits,
and overhead, and adjusted for inflation. The cost
estimate for the board of directors is derived from
estimates made by SEC staff regarding typical board
size and compensation that is based on information
received from fund representatives and publiclyavailable sources, and adjusted for inflation.
3 Based on a review of new registrations typically
filed with the SEC each year, SEC staff estimates
that approximately 1,277 investment advisers, 109
broker dealers, 34 investment companies, and 2
ESCs typically apply for registration with the SEC
or otherwise are newly formed each year, for a total
of 1,422 entities that could be financial institutions
or creditors. Of these, staff estimates that all of the
investment companies, ESCs, and broker-dealers are
likely to qualify as financial institutions or
creditors, and 33% of investment advisers (or 426)
are likely to qualify. See Identity Theft Red Flags,
Investment Company Act Release No. 30456 (Apr.
10, 2013) (‘‘Adopting Release’’) at n.190 (discussing
the staff’s analysis supporting its estimate that 33%
of investment advisers are likely to qualify as
financial institutions or creditors). We therefore
estimate that a total of 571 total financial
institutions or creditors will bear the initial onetime burden of assessing covered accounts under
Regulation S–ID.
4 These estimates are based on the following
calculations: 571 entities × 2 hours = 1,142 hours;
571 entities × $910 = $519,610.
5 In the Proposing Release, the SEC requested
comment on the estimate that approximately 90%
of all financial institutions and creditors maintain
covered accounts; the SEC received no comments
on this estimate.
6 These estimates are based on the following
calculations: 514 financial institutions and creditors
that maintain covered accounts × 29 hours = 14,906
hours; 514 financial institutions and creditors that
maintain covered accounts × $15,603 = $8,019,942.
7 These estimates are based on the following
calculations: 1,142 hours + 14,906 hours = 16,048
hours; $519,610 + $8,019,942 = $8,539,552.

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which SEC staff estimates would entail
an annual burden of 1 hour per entity.
Staff estimates that this burden would
result in an annual cost of $455 to each
financial institution or creditor.8 To the
extent a financial institution or creditor
offers or maintains covered accounts,
staff estimates that the financial
institution or creditor also would incur
an annual burden of 2.5 hours to
prepare and present an annual report to
the board, and an annual burden of 7
hours to periodically review and update
the Program (including review and
preservation of contracts with service
providers, as well as review and
preservation of any documentation
received from service providers). Staff
estimates that these burdens would
result in additional annual costs of
$8,638 for each financial institution or
creditor that offers or maintains covered
accounts.9
SEC staff estimates that there are
9,915 SEC-regulated entities that are
either financial institutions or creditors,
and that all of these will be required to
periodically review their accounts to
determine if they offer or maintain
covered accounts, for a total of 9,915
hours for these entities at a total cost of
$4,511,325.10 Of these 9,915 entities,
8 This estimate is based on the following
calculation: 1 hour × $455 (hourly rate for internal
counsel) = $455. See supra note 2 (discussing the
methodology for estimating the hourly rate for
internal counsel).
9 Staff estimates that, of the 9.5 hours incurred
to prepare and present the annual report to the
board and periodically review and update the
Program, 8.5 hours will be spent by internal counsel
at an hourly rate of $455, and 1 hour will be spent
by the board of directors as a whole at an hourly
rate of $4,770. Thus, the estimated $7,874 in
additional annual costs is based on the following
calculation: (8.5 hours × $455 = $3,868) + (1 hour
× $4,770 = $4,770) = $8,638. See supra note 2
(discussing the methodology for estimating the
hourly rate for internal counsel and the board of
directors).
10 Based on a review of entities that the SEC
regulates, SEC staff estimates that, as of September
30, 2021, there are approximately 14,705
investment advisers, 3,533 broker-dealers, 1,380
active open-end investment companies, and 100
ESCs. Of these, staff estimates that all of the brokerdealers, open-end investment companies and ESCs
are likely to qualify as financial institutions or
creditors. We also estimate that approximately 33%
of investment advisers, or 4,902 investment
advisers, are likely to qualify. See Adopting
Release, supra note 3, at n.190 (discussing the
staff’s analysis supporting its estimate that 33% of
investment advisers are likely to qualify as financial
institutions or creditors). We therefore estimate that
a total of 9,915 financial institutions or creditors
will bear the ongoing burden of assessing covered
accounts under Regulation S–ID. (The SEC staff
estimates that the other types of entities that are
covered by the scope of the SEC’s rules will not be
financial institutions or creditors and therefore will
not be subject to the rules’ requirements.)
The estimates of 9,915 hours and $3,784,800 are
based on the following calculations: 9,915 financial
institutions and creditors × 1 hour = 9,915 hours;
9,915 financial institutions and creditors × $455 =
$4,511,325.

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Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices
staff estimates that approximately 90
percent, or 8,924, maintain covered
accounts, and thus will need the
additional burdens related to complying
with the rules.11 Accordingly, staff
estimates that the additional annual
burden for SEC-regulated entities that
qualify as financial institutions or
creditors and maintain covered accounts
is 84,778 hours at an additional cost of
$77,085,512.12 Thus, the total estimated
ongoing annual burden for all SECregulated entities is 94,693 hours at a
total estimated annual cost of
$81,596,837.13
The collections of information
required by section 248.202 will apply
only to SEC-regulated entities that issue
credit or debit cards.14 SEC staff
understands that SEC-regulated entities
generally do not issue credit or debit
cards, but instead partner with other
entities, such as banks, that issue cards
on their behalf. These other entities,
which are not regulated by the SEC, are
already subject to substantially similar
change of address obligations pursuant
to the Agencies’ identity theft red flags
rules. Therefore, staff does not expect
that any SEC-regulated entities will be
subject to the information collection
requirements of section 248.202, and
accordingly, staff estimates that there is
no hour or cost burden for SECregulated entities related to section
248.202.
In total, SEC staff estimates that the
aggregate annual information collection
burden of Regulation S–ID is 110,741
hours (16,048 hours + 94,693 hours).
This estimate of burden hours is made
solely for the purposes of the Paperwork
Reduction Act and is not derived from
a quantitative, comprehensive, or even
representative survey or study of the
burdens associated with Commission
rules and forms. Compliance with
Regulation S–ID, including compliance
with the information collection
requirements thereunder, is mandatory
for each SEC-regulated entity that
qualifies as a ‘‘financial institution’’ or
‘‘creditor’’ under Regulation S–ID (as
discussed above, certain collections of
information under Regulation S–ID are
mandatory only for financial
See supra note 5 and accompanying text. If a
financial institution or creditor does not maintain
covered accounts, there would be no ongoing
annual burden for purposes of the PRA.
12 These estimates are based on the following
calculations: 8,924 financial institutions and
creditors that maintain covered accounts × 9.5
hours = 84,778 hours; 8,924 financial institutions
and creditors that maintain covered accounts ×
$8,638 = $77,085,512.
13 These estimates are based on the following
calculations: 9,915 hours + 84,778 hours = 94,693
hours; $4,511,325 + $77,085,512 = $81,596,837.
14 § 248.202(a).

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institutions or creditors that offer or
maintain covered accounts). Responses
will not be kept confidential. An agency
may not conduct or sponsor, and a
person is not required to respond to, a
collection of information unless it
displays a currently valid control
number.
The public may view the background
documentation for this information
collection at the following website,
www.reginfo.gov. 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:
Lindsay.M.Abate@omb.eop.gov; 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 send an email to: PRA_
Mailbox@sec.gov. Written comments
and recommendations for the proposed
information collection should be sent
within 30 days of publication June 21,
2022 of this notice to www.reginfo.gov/
public/do/PRAMain. Find this
particular information collection by
selecting ‘‘Currently under 30-day
Review—Open for Public Comments’’ or
by using the search function.
Dated: May 16, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10814 Filed 5–19–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–94916; File No. SR–
EMERALD–2022–12]

Self-Regulatory Organizations; MIAX
Emerald, LLC; Notice of Withdrawal of
Proposed Rule Change To Amend the
MIAX Emerald Fee Schedule To Adopt
Fees for the High Precision Network
Time Signal Service
May 16, 2022.

On March 30, 2022, MIAX Emerald,
LLC (‘‘MIAX Emerald’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 1 and Rule 19b–
4 thereunder,2 a proposed rule change
to amend the Exchange’s fee schedule to
adopt fees for the High Precision
Network Time Signal Service. The
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.

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proposed rule change was published for
comment in the Federal Register on
April 18, 2022.3
On May 5, 2022, the Exchange
withdrew the proposed rule change
(SR–EMERALD–2022–12).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.4
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–10801 Filed 5–19–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
Notice is hereby given,
pursuant to the provisions of the
Government in the Sunshine Act, Public
Law 94–409, that the Securities and
Exchange Commission will hold an
Open Meeting on Wednesday, May 25,
2022 at 1:00 p.m.
PLACE: The meeting will be webcast on
the Commission’s website at
www.sec.gov.
STATUS: The meeting will begin at 1:00
p.m. (ET) and will be open to the public
via webcast on the Commission’s
website at www.sec.gov.
MATTERS TO BE CONSIDERED:
1. The Commission will consider
whether to propose amendments to the
rule under the Investment Company Act
that addresses investment company
names that are likely to mislead
investors about an investment
company’s investments and risks. The
amendments the Commission will
consider also include enhanced
prospectus disclosure requirements for
terminology used in investment
company names, as well as public
reporting regarding compliance with the
new names-related requirements.
2. The Commission also will consider
whether to propose amendments to
rules and reporting forms for registered
investment advisers, certain advisers
exempt from registration, registered
investment companies, and business
development companies to provide
standardized environmental, social, and
governance (‘‘ESG’’) disclosure to
investors and the Commission.
CONTACT PERSON FOR MORE INFORMATION:
For further information and to ascertain
what, if any, matters have been added,
deleted or postponed, please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
TIME AND DATE:

3 See Securities Exchange Act Release No. 94697
(April 12, 2022), 87 FR 23000.
4 17 CFR 200.30–3(a)(12).

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