Rule2022-12253
Updating EDGAR Filing Requirements and Form 144 Filings
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 10, 2022
Effective
July 11, 2022
Issuing agencies
Securities and Exchange Commission
Abstract
We are adopting rule and form amendments that mandate the electronic filing or submission of documents that are currently permitted electronic submissions, including the "glossy" annual report to security holders, notices of exempt solicitations and exempt preliminary roll-up communications, notices of sales of securities of certain issuers, filings of required reports by foreign private issuers and filings made by multilateral development banks on our Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. We are also adopting rules that will mandate the electronic submission of the "glossy" annual report to security holders, the electronic filing of the certification made pursuant to the Exchange Act and its rules that a security has been approved by an exchange for listing and registration, the use of Inline eXtensible Business Reporting Language ("Inline XBRL") for the filing of the financial statements and accompanying notes to the financial statements required in the annual reports of employee stock purchase, savings and similar plans, and that will allow for the electronic submission of certain foreign language documents.
Full Text
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<title>Federal Register, Volume 87 Issue 112 (Friday, June 10, 2022)</title>
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[Federal Register Volume 87, Number 112 (Friday, June 10, 2022)]
[Rules and Regulations]
[Pages 35393-35414]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-12253]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 232, 239, 240 and 249
[Release Nos. 33-11070; 34-95025; File Nos. S7-16-21 and S7-24-20]
RINs 3235-AM15 and 3235-AM78
Updating EDGAR Filing Requirements and Form 144 Filings
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: We are adopting rule and form amendments that mandate the
electronic filing or submission of documents that are currently
permitted electronic submissions, including the ``glossy'' annual
report to security holders, notices of exempt solicitations and exempt
preliminary roll-up communications, notices of sales of securities of
certain issuers, filings of required reports by foreign private issuers
and filings made by multilateral development banks on our Electronic
Data Gathering, Analysis, and Retrieval (``EDGAR'') system. We are also
adopting rules that will mandate the electronic submission of the
``glossy'' annual report to security holders, the electronic filing of
the certification made pursuant to the Exchange Act and its rules that
a security has been approved by an exchange for listing and
registration, the use of Inline eXtensible
[[Page 35394]]
Business Reporting Language (``Inline XBRL'') for the filing of the
financial statements and accompanying notes to the financial statements
required in the annual reports of employee stock purchase, savings and
similar plans, and that will allow for the electronic submission of
certain foreign language documents.
DATES:
Effective dates: The final rules are effective July 11, 2022.
Compliance dates: See Section II.F. for further information on
transitioning to the final rules.
FOR FURTHER INFORMATION CONTACT: For questions concerning electronic
filing requirements, please contact the Office of Rulemaking in the
Division of Corporation Finance at (202) 551-3430. For technical
questions concerning Inline XBRL, please contact the Office of
Structured Disclosure in the Division of Economic and Risk Analysis at
(202) 551-5494.
SUPPLEMENTARY INFORMATION: We are adopting amendments to:
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\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 78a et seq.
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Commission reference CFR citation (17 CFR)
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Regulation S-T: Sec. Sec. 232.11 through
232.903:
Rule 101.............................. Sec. 232.101
Rule 306.............................. Sec. 232.306
Rule 311.............................. Sec. 232.311
Rule 405.............................. Sec. 232.405
Securities Act of 1933 \1\ (``Securities
Act''):
Rule 158.............................. Sec. 230.158
Form SE............................... Sec. 239.64
Form 144.............................. Sec. 239.144
Securities Exchange Act of 1934 \2\
(``Exchange Act''):
Rule 12d1-3........................... Sec. 240.12d1-3
Rule 14a-33(c)........................ Sec. 240.14a-3(c)
Rule 14c-33(b)........................ Sec. 240.14c-33(b)
Form 20-F............................. Sec. 249.220f
Form 40-F............................. Sec. 249.240f
Form 6-K.............................. Sec. 249.306
Form 10-K............................. Sec. 249.310
Form 11-K............................. Sec. 249.311
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In addition, we are adopting technical amendments to 17 CFR 239.40
(``Form F-10''), 17 CFR 239.42 (``Form F-X'') and 17 CFR 239.800
(``Form CB'') to remove certain outdated references in these forms. The
rule text of these technical changes has been included with the adopted
amendments.
Table of Contents
I. Introduction
II. Discussion of Final Amendments
A. Mandating the Electronic Filing or Submission of Permissible
Electronic Submissions
1. Proposing Releases
2. Public Comments
3. Final Rules
B. Mandating the Electronic Submission of the ``Glossy'' Annual
Report to Security Holders
C. Requiring the Electronic Filing of Certifications of Approval
of Exchange Listing
D. Mandating Use of Inline XBRL for the Filing of Financial
Statements and Accompanying Notes to the Financial Statements
Required by Form 11-K
E. Electronic Submission of Certain Foreign Language Documents
F. Transition Periods
III. Other Matters
IV. Economic Analysis
A. Introduction
B. Economic Baseline
C. Economic Effects
1. Benefits
2. Costs
3. Efficiency, Competition, and Capital Formation
D. Reasonable Alternatives
V. Paperwork Reduction Act
A. Background
B. Summary of the Comment Letters and the Effect of the Final
Amendments on Existing Collections of Information
C. Burden and Cost Estimates Related to the Amendments
VI. Final Regulatory Flexibility Act Analysis
A. Need for, and Objectives of, the Final Amendments
B. Small Entities Subject to the Final Amendments
C. Significant Issues Raised by Public Comments
D. Projected Reporting, Recordkeeping, and Other Compliance
Requirements
E. Agency Action To Minimize Effect on Small Entities
VII. Statutory Authority
I. Introduction
Registrants and individuals submit most documents required to be
filed or otherwise submitted to the Commission under the Federal
securities laws in electronic format using the Commission's EDGAR
system. EDGAR filings are available to the public on our website.\3\
During the 2021 calendar year, electronic filers submitted
approximately 916,000 filings on EDGAR. These electronic filings enable
investors and other EDGAR users to access more quickly the information
contained in registration statements, periodic reports, and other
filings made with the Commission. In contrast, investors or other
parties wishing to access and review paper filings must do so in person
at the Commission's public reference room, or subscribe to a third-
party information service that scans and distributes the information
after a paper filing is made. As such, it can be time consuming and/or
costly to obtain these filings in paper.\4\
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\3\ EDGAR filings are also available through some third-party
information providers that obtain filings from EDGAR and disseminate
them through their own websites.
\4\ In this regard, the Commission's public reference room is
currently closed in recognition of the health and safety concerns
related to COVID-19. See infra note 14.
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In 1993, when the Commission began to mandate the electronic filing
of documents on EDGAR, it adopted Regulation S-T and other rule and
form amendments to implement the operational phase of EDGAR.\5\ When
the Commission adopted Regulation S-T it did not mandate electronic
filing for all documents that are required to be filed under the
Federal securities laws.\6\ Currently, 17 CFR 232.101(a) (``Rule
101(a)'') mandates the electronic filing of over 400 different forms,
schedules, reports, and applications. However, 17 CFR 232.101(b)
(``Rule 101(b)'') identifies a number of documents that filers may
choose (but are not required) to submit in electronic format via EDGAR
and 17 CFR 232.101(c) (``Rule 101(c)'') identifies a number of
documents that are not permitted to be filed in electronic format via
EDGAR.
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\5\ See Rulemaking for EDGAR System, Release No. 33-6977 (Feb.
23, 1993) [58 FR 14628].
\6\ As one example, the Commission recognized that, at that
time, certain documents, due to the graphical content or the format
of data contained in the document, and the limitations of
information technology, could be difficult to convert into an
electronic format.
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Since implementation of EDGAR, the Commission has increasingly
sought to make the system more comprehensive by including more filings
in the mandated electronic filing category. For example, in 2002, the
Commission adopted amendments to require foreign private issuers and
foreign governments to submit electronically via EDGAR many of the
documents that they are required to file.\7\ In 2003,\8\ the Commission
adopted rule and form amendments to mandate the electronic filing of
Forms 3, 4, and 5.\9\
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\7\ See Mandated EDGAR Filing for Foreign Issuers, Release No.
33-8099 (May 14, 2002) [67 FR 36678].
\8\ See Mandated Electronic Filing and website Posting for Forms
3, 4 and 5, Release No. 33-8230 (May 7, 2003) [68 FR 25788].
\9\ 17 CFR 249.103; 17 CFR 249.104; 17 CFR 232.105.
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In furtherance of this objective, on November 4, 2021, we proposed
amendments to update additional EDGAR filing requirements.\10\
Specifically, we proposed rule and form amendments that would: (1)
mandate the electronic filing or submission of most of the documents
that are currently permitted electronic submissions under Rule 101(b)
of Regulation S-T; (2) mandate the electronic submission of
[[Page 35395]]
the ``glossy'' annual report to security holders; (3) mandate the
electronic filing of the certification made pursuant to 15 U.S.C.
78l(d) (``Section 12(d) of the Exchange Act'') and 17 CFR 240.12d1-3
(``Exchange Act Rule 12d1-3'') that a security has been approved by an
exchange for listing and registration; (4) mandate the use of Inline
XBRL for the filing of the financial statements and accompanying notes
to the financial statements required by Form 11-K; and (5) allow for
the electronic submission of certain foreign language documents.
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\10\ See Updating EDGAR Filing Requirements Release No. 33-11005
(Nov. 4, 2021) [86 FR 66231] (``Updating EDGAR Proposing Release'').
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In addition, on December 22, 2020, as part of a broader rule
proposal relating to 17 CFR 230.144 (``Rule 144''), we proposed to
mandate electronic filing of Form 144 with respect to securities issued
by issuers subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act.\11\
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\11\ See Rule 144 Holding Period and Form 144 Filings, Release
No. 33-10991 (Dec. 22, 2020) [85 FR 79936] (``Rule 144 Proposing
Release''). We are not taking any action concerning the remaining
proposals in the Rule 144 Proposing Release at this time. In
particular, we are not adopting the proposal to eliminate the Form
144 filing requirement for the sale of securities of companies that
are not subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act. As such, affiliates relying on Rule 144 when
the issuer of the securities is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act will still
be required to file a notice of sale on Form 144 in paper form
pursuant to Rule 101(c)(6) of Regulation S-T and Rule 144.
Accordingly, we are adopting a conforming amendment to Rule 144 (new
Rule 144(h)(2)) to reflect that non-reporting issuers will continue
to file in paper.
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We are now adopting amendments reflecting the above rule and form
proposals, substantially as proposed. We believe that these changes
will continue and further the Commission's ongoing efforts to make the
EDGAR system more comprehensive by including more filings in the
mandated electronic filing category.
II. Discussion of Final Amendments
A. Mandating the Electronic Filing or Submission of Permissible
Electronic Submissions
Rule 101(b) of Regulation S-T currently permits filers to submit
the following documents either electronically or in paper format:
<bullet> Annual reports to security holders (colloquially referred
to as the ``glossy'' annual reports) furnished for the information of
the Commission pursuant to 17 CFR 240.14a-3(c) (``Exchange Act Rule
14a-3(c)'') or 17 CFR 240.14c-3(b) (``Exchange Act Rule 14c-3(b)''), or
under the requirements of Form 10-K for registrants reporting pursuant
to 15 U.S.C. 78o(d) (``Section 15(d) of the Exchange Act''),\12\ or by
foreign private issuers on Form 6-K pursuant to Exchange Act Rules 17
CFR 240.13a-16 or 17 CFR 240.15d-16;
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\12\ In 2016, the Division of Corporation Finance indicated that
it would not object if a registrant posts an electronic version of
its ``glossy'' annual report to security holders to its corporate
website by the applicable date specified in Exchange Act Rule 14a-
3(c), Exchange Act Rule 14c-3(b), or in Form 10-K, in lieu of
mailing paper copies or submitting it on EDGAR if the report remains
accessible for at least one year after posting. See Proxy Rules and
Schedule 14A (Regarding Submission of Annual Reports to SEC Under
Rules 14a-c(3) and 14c-3(b)), U.S. Sec. & Exch. Comm'n (Nov. 2,
2016), available under ``Compliance and Disclosure Interpretations--
Proxy Rules and Schedule 14A'' at <a href="https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a3-14c3.htm">https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a3-14c3.htm</a> (``2016 Staff
Guidance''). The 2016 Staff Guidance will be withdrawn upon the
compliance date of amended Rule 101(a)(1)(xxiii) of Regulation S-T
as it is superseded by the rule amendments. EDGAR will serve as a
repository for electronic copies of the ``glossy'' annual reports to
security holders, whether or not registrants post the reports on
their corporate websites.
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<bullet> Notices of exempt solicitation furnished for the
information of the Commission pursuant to 17 CFR 240.14a-6(g), and
notices of exempt preliminary roll-up communications furnished for the
information of the Commission pursuant to 17 CFR 240.14a-6(n);
<bullet> Annual reports for employee benefit plans on 17 CFR
249.311 (``Form 11-K''); \13\
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\13\ Registrants who satisfy their Form 11-K filing obligations
by filing an amendment to Form 10-K, as provided by 17 CFR 240.15d-
21 (``Exchange Act Rule 15d-21'') Exchange Act Rule 15d-21, may also
file these amendments in paper or electronic format.
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<bullet> Notice of proposed sale of securities on 17 CFR 239.144
(``Form 144'') where the issuer of the securities is subject to the
reporting requirements under Section 13 or 15(d) of the Exchange Act;
\14\
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\14\ In April 2020, in recognition of several logistical
difficulties related to the submission of Form 144 in paper pursuant
to Rules 101(b)(4) or 101(c)(6) of Regulation S-T, as well as
ongoing health and safety concerns related to COVID-19, the Division
of Corporation Finance issued a statement announcing a temporary no-
action position that it would not recommend enforcement action to
the Commission if Forms 144 for the period from and including April
10, 2020 to June 30, 2020 were submitted as a complete PDF
attachment and emailed to the Commission in lieu of filing the form
in paper. Subsequently, on June 25, 2020, the Division of
Corporation Finance indefinitely extended this statement from the
period beginning on April 10, 2020. See Division of Corporation
Finance Statement Regarding Requirements for Form 144 Paper Filings
in Light of COVID-19 Concerns, U.S. Sec. & Exch. Comm'n (June 25,
2020), available at <a href="https://www.sec.gov/corpfin/announcement/form-144-paper-filings-email-option-update">https://www.sec.gov/corpfin/announcement/form-144-paper-filings-email-option-update</a>. The 2020 statement will be
withdrawn upon the compliance date of amended Rules 144(h)(2) and
101(a)(1)(xxvi) of Regulation S-T as it is no longer necessary due
to the rule amendments.
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<bullet> Periodic reports and reports with respect to distributions
of primary obligations filed by the International Bank for
Reconstruction and Development, the Inter-American Development Bank,
the Asian Development Bank, the African Development Bank, the
International Finance Corporation, or the European Bank for
Reconstruction and Development (collectively, the ``Development
Banks''); \15\
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\15\ Pursuant to rules adopted by the Commission, the
Development Banks are required to file annual and quarterly reports
with the Commission in connection with the distribution of primary
obligations issued by the Development Banks. In addition, the
Development Banks are required to file a distribution report with
the Commission on or prior to the date on which any distribution of
primary obligations are issued to the public in the United States.
See 17 CFR 285-290.
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<bullet> Reports or other documents submitted by a foreign private
issuer under cover of 17 CFR 249.306 (``Form 6-K'') that the foreign
private issuer must furnish and make public under the laws of the
jurisdiction in which the issuer is incorporated, domiciled or legally
organized (the foreign private issuer's ``home country''), or under the
rules of the home country exchange on which the foreign private
issuer's securities are traded, as long as the report or other document
is not a press release, is not required to be and has not been
distributed to the issuer's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K or other
Commission filing or submission on EDGAR; and
<bullet> Documents filed with the Commission pursuant to 15 U.S.C.
80a-32 (``Section 33 of the Investment Company Act'').\16\
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\16\ See Rule 101(b)(9) of Regulation S-T [17 CFR
232.101(b)(9)].
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1. Proposing Releases
In two separate rule proposals,\17\ we proposed to amend Rule 101
of Regulation S-T to mandate the electronic filing of the documents
listed above; all of which are currently permitted electronic filings
under Rule 101(b).
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\17\ See the Updating EDGAR Proposing Release, supra note 10 and
the Rule 144 Proposing Release, supra note 11.
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In the Updating EDGAR Proposing Release, we proposed amendments
that would remove the permitted electronic submissions listed in Rule
101(b)(1) through paragraph (b)(6), with the exception of current
paragraph 101(b)(4) relating to Rule 144 filings, as well as paragraph
(b)(9) \18\ and add those items
[[Page 35396]]
to the list of mandated electronic submissions contained in Rule
101(a)(1) of Regulation S-T.\19\
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\18\ See in this regard Electronic Submission of Applications
for Orders under the Advisers Act and the Investment Company Act,
Confidential Treatment Requests for Filings on Form 13F, and Form
ADV-NR; Amendments to Form 13F Release No. 34-93518 (Nov. 4, 2021)
[86 FR 64839] in which we proposed to update the filing requirements
for certain Investment Company Act and Investment Advisor Act forms
and applications.
\19\ In addition to the proposed changes to Rules 101(a) and
101(b), in the Updating EDGAR Proposing Release we also proposed
corresponding amendments to Rules 158, 306, 311, 405, 12d1-3, 14a-3
and 14c-3, as well as Forms 6-K, 10-K, 11-K, 20-F, and 40-F to
implement these changes. We are also adopting the corresponding
changes as proposed.
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In the Rule 144 Proposing Release,\20\ we proposed to remove the
permitted electronic submission of all Form 144 filings for the sale of
securities of Exchange Act reporting companies in Rule 101(b)(4) of
Regulation S-T and add that item to the list of mandated electronic
submissions contained in Rule 101(a)(1) of Regulation S-T.\21\ We also
proposed to amend Rule 144(h)(1) to delete the requirement that an
affiliate send one copy of the Form 144 notice to the principal
exchange, if any, on which the restricted securities are admitted to
trading, as this provision was designed for paper Form 144 filings. We
proposed to provide a six-month transition period after the effective
date of the amendments to Regulation S-T to give Form 144 paper filers
who would be first-time electronic filers on EDGAR sufficient time to
apply for access to file on EDGAR. Additionally, the Rule 144 Proposing
Release noted that we would make Form 144 available online as a
fillable document that could be used by filers.
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\20\ Under Securities Act Rule 144(h), an affiliate who intends
to resell restricted or control securities of the issuer in reliance
upon Securities Act Rule 144 during any three-month period in a
transaction that exceeds either 5,000 shares or has an aggregate
sales price of more than $50,000 must file a Form 144 concurrently
with either the placing of an order with a broker to execute the
sale or the execution of a sale directly with a market maker. Rule
101(b) of Regulation S-T permits Form 144 to be filed electronically
or in paper if the issuer of the securities is subject to Exchange
Act reporting requirements. In calendar year 2021, approximately
30,000 Forms 144 were filed. Although the vast majority
(approximately 99%, or 29,700) of these Form 144 filings can be made
electronically on EDGAR (because the issuer of the securities is
subject to Exchange Act reporting requirements), only 234 Form 144
filings were electronically filed on EDGAR. The remainder were filed
in paper or as a PDF via email. If the issuer of the securities is
not subject to Exchange Act reporting requirements, Rule 101(c)(6)
of Regulation S-T requires Form 144 to be filed in paper. See also
supra note 17.
\21\ We also proposed minor changes to Form 144 to update the
form to reflect these changes and to eliminate certain personally
identifiable information (``PII'') and immaterial information fields
that are unnecessary. Specifically, we proposed to delete the fields
requiring the home address of the person for whose account the
securities are to be sold and the IRS identification number of the
issuer of the securities. For purposes of Form 144, we have
determined that we can achieve our regulatory objectives without the
PII. Furthermore, the IRS identification number of the issuer is
redundant as this information is required to be disclosed on the
cover page of registration statements and periodic reports and would
be available through these forms. We are also adopting these changes
as proposed.
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1. Public Comments
We received eight comment letters on the Updating EDGAR Proposing
Release. One was supportive of the mandate to make the glossy annual
report a mandatory EDGAR filing; \22\ two addressed the electronic
filing of forms that were not part of the proposal; \23\ one addressed
substantive disclosure requirements not addressed in, and beyond the
scope of, the proposal,\24\ one addressed a filing process that was not
proposed,\25\ and one requested a longer comment period.\26\ We did not
receive any comments opposing this proposal.
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\22\ See letter dated Dec. 2, 2021 from Parker Smith.
\23\ See letter dated Dec. 17, 2021 from Dorothy Donohue, Deputy
General Counsel--Securities Regulation, Investment Company Institute
and letter dated Dec. 17, 2021 from Martha Redding, Associate
General Counsel, Assistant Secretary, NYSE Group, Inc.
\24\ See letter dated Jan. 4, 2022 from Andrew MacInnes,
BrilLiquid LLC.
\25\ See letter dated Nov. 17, 2021 from Joseph Snyder.
\26\ See letter dated Jan. 10, 2022 from Patrick McHenry,
Ranking Member, House Committee on Financial Services, and Pat
Toomey, Ranking Member, Senate Committee on Banking, Housing, and
Urban Affairs. Neither of the remaining two letters addressed
mandating electronic filings. One noted that ``people everywhere
deserve free and open markets,'' and another requested that the
Commission ``shut down dark pools.''
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We received twelve comment letters on the Rule 144 Proposing
Release addressing the proposed amendment to mandate electronic filing
of Form 144, most of which expressed support for mandating the
electronic filing of Form 144. For example, several of these commenters
stated that proposed amendments would allow for a more convenient and
improved filing process.\27\ A number of commenters noted that filing
Form 144 in paper makes it difficult for investors and other users of
the disclosures (such as researchers and other regulatory bodies) to
access the information contained in these filings.\28\
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\27\ See letter dated Mar. 16, 2021 from the Basile Law Firm
P.C., letter dated Feb. 15, 2021 from Hamilton & Associates Law
Group, P.A. (``Hamilton''), letter dated Mar. 11, 2021 from Sydney
Linnick (``Linnick''), letter dated Mar. 17, 2021 from Rachel
Mullinax (``Mullinax''), and letter dated Mar. 17, 2021 from North
American Securities Administrators Association, Inc. (``NASAA'').
\28\ See letter dated Mar. 18, 2021 from the Council of
Institutional Investors, letters from Hamilton, Linnick, Mullinax,
NASAA, letter dated Mar. 10, 2021 from Alan D. Jagolinzer, Professor
of Financial Accounting of the University of Cambridge's Judge
Business School; Head of the Accounting Faculty Subject Group; and
Co-Director of Cambridge Centre for Financial Reporting &
Accountability, and letter dated Mar. 10, 2021 from David Larcker,
Graduate School of Business, Stanford University, Director, Stanford
Corporate Governance Research Initiative; Daniel Taylor, The Wharton
School, University of Pennsylvania, Director, Wharton Forensic
Analytics Lab; and Bradford Lynch, The Wharton School, University of
Pennsylvania (``Prof. Larcker et al.'').
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One commenter stated that the importance of the information
contained in Form 144 is demonstrated by the activities of third party
vendors that regularly visit the Commission's Reading Room to scan,
digitize, and disseminate Forms 144 to clients that pay for the
information.\29\ This commenter stated the Commission's Form 144 paper
filing regime has created a two-tiered disclosure system that makes
public disclosure of Form 144 essentially only accessible to large
institutional clients that have the resources pay for this information,
but inaccessible to individual investors.\30\
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\29\ See letter from Prof. Larcker et al.
\30\ Id.
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Another commenter, although supportive of the goals of this
proposal, expressed concern that the proposed amendments would present
significant logistical challenges for broker-dealers that prepare and
submit Form 144 filings on behalf of their clients and may result in
firms deciding to cease providing such services.\31\ This commenter
stated that mandating the electronic filing of Form 144 will require
firms to log-in and log-out of the SEC's system using a Form 144
filer's EDGAR credentials, ``which will be extremely time-consuming and
labor-intensive'' given the number of Form 144 filings that this
commenter indicated are filed by broker-dealers.\32\ This commenter
also stated that an electronic filing mandate would require a brokerage
firm to develop and maintain processes to collect, securely store, and
properly update all of the EDGAR access credentials for each of its
clients that are required to file a Form 144. This commenter
recommended, as an alternative, that the Commission adopt an approach
that would allow brokerage firms to bulk file Forms 144 on a daily or
every-other-business-day basis (or whatever time period the Commission
considers appropriate) and that the Commission also provide a twelve-
month transition period.\33\
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\31\ See letter dated Mar. 22, 2021 from the Securities Industry
and Financial Markets Association.
\32\ Id (noting that, according to data from the Washington
Service Bureau, dealers filed 20,864 Form 144 filings in 2020).
\33\ Id.
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2. Final Rules
After considering the public comments, we are adopting the
[[Page 35397]]
amendments to mandate electronic filing as proposed, with the exception
of the compliance date for the electronic filing of Form 144, which is
discussed further in Section II.F, below. We believe that mandating the
electronic filing of these documents will benefit investors and other
users by making the information contained in these filings accessible
to the public almost immediately after filing on EDGAR. It will thus
enable investors, market participants, and other EDGAR users to
retrieve and use the information in these documents promptly, as
compared to a paper filing, facilitating their analysis of this
information. The use of EDGAR will also facilitate efficient storage of
this information, improve the Commission's ability to track and process
filings, and modernize the Commission's records management process.
Moreover, eliminating the permitted electronic submissions of documents
that are filed or furnished pursuant to Rules 101(b)(1)-(3), (5), (6)
and (9) will eliminate a paper option that as a practical matter is not
used by the vast majority of registrants.\34\
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\34\ For example, in calendar years 2020 and 2021 combined,
there were more than 48,000 Forms 6-Ks filed electronically and only
two filed in paper. Similarly, for the same two-year period, there
were approximately 20,000 Forms 11-K filed electronically and only
22 filed in paper. See also infra note 42.
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In addition, Form 144 filers will benefit from the planned changes
to make the form an online fillable document that would facilitate
electronic filing. An online fillable form will enable the convenient
input of information, and support the electronic assembly of such
information and transmission to EDGAR, without requiring a Form 144
filer to purchase or maintain additional software or technology. The
fillable form will be similar to other fillable forms that are
currently available to file other Form-specific XML filings on EDGAR
such as Forms D, 3, 4, and 5.\35\ As such, the Form 144 data will be
machine-readable and thus available for automated and efficient
analysis.
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\35\ We are also adopting the proposed amendment to Rule
144(h)(1) to delete the requirement that an affiliate send one copy
of the Form 144 notice to the principal exchange, if any, on which
the restricted securities are admitted to trading. This requirement
was designed for paper Form 144 filings and will no longer be
necessary now that we are mandating the electronic filing of Form
144.
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We acknowledge the concerns voiced by one commenter about potential
logistical challenges for brokers and dealers.\36\ We note that EDGAR
allows for bulk filing of forms, including forms for multiple different
CIKs, simultaneously. As such, a single broker-dealer could bulk file
Forms 144 simultaneously for multiple clients.\37\ In addition, we are
providing a longer transition period than what was proposed for Form
144 paper filers to file the forms electronically on EDGAR.
Specifically, we are adopting a six-month transition period commencing
from the date when the Commission adopts a version of the EDGAR Filer
Manual that addresses the updates to Form 144.\38\
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\36\ See supra note 31.
\37\ In addition, the Commission recently issued a request for
comment regarding potential technical changes to EDGAR filer access
and filer account management processes. The request for comment may
be relevant to the commenter's concerns about managing the EDGAR
accounts of multiple Form 144 filers, for which broker-dealers would
provide filing services. See Request for Comment on Potential
Technical Changes to EDGAR Filer Access and Filer Account Management
Processes, Release No. 34-93204 (Sept. 30, 2021) [86 FR 55029]; see
also <a href="https://www.sec.gov/edgar/filer-information/edgar-next">https://www.sec.gov/edgar/filer-information/edgar-next</a>.
\38\ See infra Section II.F.
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B. Mandating the Electronic Submission of the ``Glossy'' Annual Report
to Security Holders
Exchange Act Rules 14a-3(c) and 14c-3(b) require registrants
subject to these rules to furnish to the Commission, for its
information, seven copies of their ``glossy'' annual report to security
holders.\39\ Form 10-K contains a similar provision that requires
registrants that are required to file a Form 10-K pursuant to Section
15(d) of the Exchange Act to furnish to the Commission four copies of
their ``glossy'' annual report to security holders.\40\ In addition,
foreign private issuers are often required to furnish to the Commission
their ``glossy'' annual report to security holders in response to the
requirements of Form 6-K.\41\
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\39\ In 1967, the Commission amended Exchange Act Rules 14a-3(c)
and 14c-3(b) to require registrants to furnish to the Commission,
solely for its information, seven copies of their ``glossy'' annual
report to security holders. See Proxy and Stockholder Information
Rules, Release No. 34-8029 (Jan. 24, 1967) [32 FR 1035]. Prior to
these amendments, registrants were required to furnish to the
Commission four copies of their ``glossy'' annual report to security
holders.
\40\ See Form 10-K, Supplemental Information to be Furnished
With Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to Section
12 of the Act. Form 10-K also currently requires registrants
required to file a Form 10-K pursuant to Section 15(d) of the
Exchange Act to furnish to the Commission every proxy statement,
form of proxy or other proxy soliciting material sent to more than
ten of the registrant's security holders with respect to any annual
or other meeting of security holders.
\41\ See supra Section II.A.
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Rule 101(b)(1) of Regulation S-T permits all of these registrants
to satisfy the above requirements by submitting to the Commission their
``glossy'' annual report to security holders in either paper or
electronically on EDGAR. During the 2020 and 2021 calendar years, we
received minimal paper submissions and very few electronic submissions
of annual reports.\42\
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\42\ We received 23 and 18 electronic submissions of glossy
annual reports in calendar years 2020 and 2021, respectively. The
staff no longer tallies the number of these reports submitted in
paper format. We believe, however, that the number is minimal as
issuers typically avail themselves of the 2016 Staff Guidance. See
supra note 12 (discussing the 2016 Staff Guidance regarding a
registrant posting an electronic version of its ``glossy'' annual
report to security holders to its corporate website in lieu of
mailing paper copies or submitting it on EDGAR).
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We proposed to require registrants to submit to the Commission
their ``glossy'' annual report to security holders via an electronic
submission on EDGAR, in accordance with the EDGAR Filer Manual, by
adding Rule 101(a)(1)(xxiii) of Regulation S-T and removing Rule
101(b)(1) of Regulation S-T.\43\ Registrants would no longer be
permitted to submit their ``glossy'' annual report to security holders
to the Commission in paper.
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\43\ We also proposed corresponding amendments to Rules 14a-
3(c), 14c-3(b), and 158(b)(2), as well as Forms 20-F, 6-K and 10-K
to implement these changes and are adopting these changes as
proposed.
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We are now adopting the amendments as proposed. We believe the
requirements to furnish these reports to the Commission in paper format
under Exchange Act Rule 14a-3(c), Exchange Act Rule 14c-3(b) and Form
10-K are unnecessary. We also believe that, in addition to helping
inform the Commission, investors will benefit from the ability to
access electronic copies of the ``glossy'' annual reports to security
holders on EDGAR.
Going forward, EDGAR will serve as a repository for electronic
copies of the ``glossy'' annual reports to security holders, whether or
not registrants decide to post the reports on their corporate
websites.\44\ An archive of electronic copies of the ``glossy'' annual
reports to security holders will ensure long-term access to these
reports in a centralized database available to the public and will
avoid the burden for investors of having to search individual corporate
websites and other resources for this information. In addition,
electronic submission of the ``glossy'' annual report to security
holders should capture the graphics, styles of presentation, and
prominence of disclosures (including text size, placement, color, and
offset, as applicable) contained in the reports.\45\
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\44\ See supra note 12 (these amendments will supersede the 2016
Staff Guidance, which will be withdrawn).
\45\ Under the amendments, the ``glossy'' annual report to
security holders should not be re-formatted, re-sized, or otherwise
re-designed for purposes of the submission on EDGAR. Currently, the
only format that EDGAR supports is portable data format (``PDF'').
If EDGAR is upgraded to accommodate other formats appropriate for
electronic filing of the ``glossy'' annual report, the Commission
will communicate the upgrade by adopting an updated EDGAR Filer
Manual that supports such formats.
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[[Page 35398]]
In addition to deleting Rule 101(b)(1) of Regulation S-T, we are
also amending Exchange Act Rule 14a-3(c), Exchange Act Rule 14c-3(b),
and Form 10-K to eliminate the option for registrants to furnish to the
Commission paper copies of their ``glossy'' annual report to security
holders. Instead, we are requiring the electronic submission of these
reports in accordance with the EDGAR Filer Manual. We are also amending
Securities Act Rule 158(b)(2) to replace the reference to the
furnishing of copies of the ``glossy'' annual report to security
holders to the Commission with a reference to furnishing the report to
the Commission in accordance with the EDGAR Filer Manual.\46\
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\46\ See 17 CFR 230.158(b)(2) (``Securities Act Rule
158(b)(2)'').
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Notwithstanding these amendments, our proxy rules will continue to
require certain registrants subject to the proxy rules to publish their
``glossy'' annual report to security holders on a website other than
the Commission's website.\47\
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\47\ See Exchange Act Rule 14a-16(b) [17 CFR 240.14a-16]; see
also Shareholder Choice Regarding Proxy Materials, Exchange Act
Release No. 34-56135 (July 26, 2007) [72 FR 42222].
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With respect to foreign private issuers, we are similarly amending
Form 6-K to remove references to the paper submission to the Commission
of a ``glossy'' annual report to security holders and instead will
require foreign private issuers to satisfy their Form 6-K requirement
to furnish such a report by submitting the report electronically on
EDGAR, in accordance with the EDGAR Filer Manual.
C. Requiring the Electronic Filing of Certifications of Approval of
Exchange Listing
For securities to be listed on an exchange, Exchange Act Rule 12d1-
3 requires the national securities exchange to file a certification
with the Commission that the security has been approved by the exchange
for listing and registration pursuant to Section 12(d) of the Exchange
Act.\48\ The certification must specify (1) the approval of the
exchange for listing and registration; (2) the title of the security so
approved; (3) the date of filing with the exchange of the application
for registration and of any amendments thereto; and (4) any conditions
imposed on such certification.
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\48\ Exchange Act Rule 12d1-3(c) specifies that the
certification may be made by telegram but in such case must be
confirmed in writing, and all certifications in writing and all
amendments thereto must be filed with the Commission in duplicate.
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This certification is not included in any of the EDGAR filing
requirements or exceptions in Rule 101 of Regulation S-T. In December
2017, the Commission modified EDGAR to permit the voluntary electronic
submission of the certifications on EDGAR.\49\ During the 2020 calendar
year, the Commission received 1,184 certifications from national
securities exchanges. All of the certifications were submitted
electronically, except one. In light of the overwhelming use of this
option, we proposed to amend Exchange Act Rule 12d1-3 and Rule 101(a)
of Regulation S-T to mandate the electronic filing of these
certifications. We received no comments on this aspect of the proposed
amendments. We are adopting the amendments as proposed.\50\
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\49\ Among other things, EDGAR Release 17.4 updated EDGAR to
allow, but not require, national securities exchanges to submit a
new certification form type on EDGAR to evidence the approval of
securities for listing on an exchange. See Adoption of Updated EDGAR
Filer Manual, Release No. 33-10444 (Dec. 8, 2017) [83 FR 2369].
Prior to the 2017 modification, we received only paper
certifications that a security has been approved for listing and
registration.
\50\ Amended Rule 101(a) of Regulation S-T will require the
filing of the certification electronically as is currently
permitted.
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D. Mandating the Use of Inline XBRL for the Filing of Financial
Statements and Accompanying Notes to the Financial Statements Required
by Form 11-K
In 2009, the Commission adopted rules requiring operating companies
to submit the information from the financial statements included in
certain registration statements and periodic and current reports in a
structured, machine-readable data language using XBRL.\51\ In 2018, the
Commission adopted modifications to these requirements by requiring
issuers to use Inline XBRL, which is both machine-readable and human-
readable, to reduce the time and effort associated with preparing XBRL
filings and improve the quality and usability of XBRL data for
investors.\52\ Since then, the Commission has completed phasing-in the
adopted Inline XBRL requirements and has expanded the scope of
disclosures that must be tagged using Inline XBRL.\53\
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\51\ See Interactive Data to Improve Financial Reporting,
Securities Act Release No. 9002 (Jan. 30, 2009) [74 FR 6776 2009)]
(requiring submission of an Interactive Data File to the Commission
in exhibits to such reports); see also Securities Act Release No.
9002A (Apr. 1, 2009) [74 FR 15666)].
\52\ See Inline XBRL Filing of Tagged Data, Securities Act
Release No. 10514 (June 28, 2018) [83 FR 40846, 40847] (``Inline
XBRL Adopting Release''). Inline XBRL allows filers to embed XBRL
data directly into an HTML document, eliminating the need to tag a
copy of the information in a separate XBRL exhibit. Inline XBRL is
both human-readable and machine-readable for purposes of validation,
aggregation, and analysis. Id at 40851.
\53\ See, e.g., Filing Fee Disclosure and Payment Methods
Modernization, Release No. 33-10997 (Oct. 13, 2021) [86 FR 770166].
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Form 11-K is the form used for annual reports of employee stock
purchase, savings and similar plans that are filed with the Commission
pursuant to Section 15(d) of the Exchange Act. Currently, annual
reports on Form 11-K are not subject to structured data reporting
requirements. Accordingly, the financial statements required by Form
11-K are not machine-readable. These financial statements, which must
be prepared in accordance with the applicable provisions of Article 6A
of Regulation S-X (17 CFR 210.6A-01-.6A-05), include:
<bullet> An audited statement of financial condition as of the end
of the latest two fiscal years of the plan (or such lesser period as
the plan has been in existence); and
<bullet> An audited statement of comprehensive income (either in a
single continuous financial statement or in two separate but
consecutive financial statements; or a statement of net income if there
was no other comprehensive income) and changes in plan equity for each
of the latest three fiscal years of the plan (or such lesser period as
the plan has been in existence.
Form 11-K also provides filers with the option to file plan
financial statements and schedules prepared in accordance with the
financial reporting requirements of 29 U.S.C. 18 et seq. (the
``Employee Retirement Income Security Act of 1974'' or ``ERISA'').\54\
When filers elect this option, plan financial statements are embedded
within the filing or filed as exhibits in a non-structured format.\55\
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\54\ 29 U.S.C. 18 et seq. Plan financial statements required
under ERISA are prepared on Form 5500. See Form 5500, Annual Return/
Report of Employee Benefit Plan, available at <a href="https://www.dol.gov/sites/dolgov/files/EBSA/employers-and-advisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2020-form-5500.pdf">https://www.dol.gov/sites/dolgov/files/EBSA/employers-and-advisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2020-form-5500.pdf</a>.
\55\ Under paragraph 4 of Required Information of Form 11-K,
plans may include all or a portion of Form 5500 into the Form 11-K
filing with the Commission.
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We proposed to require registrants to present the financial
information required by Form 11-K, whether prepared in accordance with
Regulation S-X or the financial reporting requirements of ERISA, in
Inline XBRL.\56\ Under the proposed amendments the tagging requirement
for
[[Page 35399]]
annual reports on Form 11-K would mirror the Inline XBRL requirements
for financial information contained in annual reports on Forms 10-K,
20-F, and 40-F. As such, every data point in the financial statements
required by Form 11-K would be tagged in Inline XBRL. Further, where
there are narrative disclosures (e.g., notes to the financial
statements), registrants would be required, like filers of Forms 10-K,
20-F, and 40-F, to apply block tags to the narrative disclosures and
detailed tags to any numeric amounts presented in the narrative text.
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\56\ See supra Note 13. The proposed amendments would also apply
to financial statements required by Form 11-K that are filed in
accordance with Exchange Act Rule 15d-21.
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We received no comments on this aspect of the proposal and are
adopting these amendments as proposed.\57\ Structuring this data will
enable analytical tools to extract tagged information in an efficient,
automated manner. As a result, plan participants, analysts, and the
Commission will be better able to access, organize, and evaluate the
information presented by filers. As amended, the tagging requirement
will be specified in the Instructions to Form 11-K and in Rule 405 of
Regulation S-T.\58\
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\57\ As discussed in Section II.A., supra, we are also mandating
the electronic submission of Form 11-K.
\58\ We are not adopting the proposed changes to the definition
of Related Official Filing in Rule 11 of Regulation S-T. We have
determined that it is not necessary to change that definition, as
the amendments to Rule 405 of Regulation S-T that we are adopting
are sufficient to reflect this new requirement.
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E. Electronic Submission of Certain Foreign Language Documents
Generally, all filings and submissions to the Commission must be in
English.\59\ Rule 306(a) of Regulation S-T prohibits the electronic
filing or submission of a document that is in a foreign language.\60\
If an electronic filing or submission requires the inclusion of a
foreign language document, the document must either be translated into,
or (if it is an exhibit or attachment to a filing or submission)
summarized in English and submitted in electronic format.\61\
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\59\ See 17 CFR 230.403; 17 CFR 240.12b-12; and Rule 306 of
Regulation S-T.
\60\ Rule 306(d) of Regulation S-T provides for one exception to
Rule 306(a) and allows for the electronic filing of certain
documents that contain both French and English by Canadian issuers
[17 CFR 232.306(d)].
\61\ See 17 CFR 230.403(c); 17 CFR 240.12b-12(d); and 17 CFR
232.306(a).
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Currently, Rules 306(b) and (c) of Regulation S-T govern the
submission of a foreign language document by an electronic filer.\62\
Rule 306(b) permits the paper submission of an unabridged foreign
language document if an English translation or summary of that document
has already been provided in an electronic filing or submission. Rule
306(c) requires the paper submission of a foreign language version of a
foreign government or its political subdivision's latest annual budget
if an English translation of the budget is unavailable and such an
exhibit is required by Form 18 or Form 18-K. We proposed to amend Rule
306 to eliminate paper submission of the above two types of foreign
language documents.\63\ Instead, these documents would be required to
be submitted electronically in an appropriate format that EDGAR
supports, currently as PDFs.\64\
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\62\ Currently, electronic filers may not submit these
untranslated foreign language documents in electronic format. 17 CFR
232.101(c)(8) (``Rule 101(c)(8) of Regulation S-T'') states that
documents and symbols in a foreign language shall not be submitted
in electronic format and, thus, may only be submitted in paper.
\63\ We also proposed to amend Rule 311 of Regulation S-T and
Form SE to clarify that these two types of foreign language
documents may no longer be submitted in paper under the cover of
Form SE. We are adopting these amendments as proposed.
\64\ We similarly proposed to remove and reserve Rule 101(c)(8)
of Regulation S-T. As noted above, Rule 101(c)(8) prohibits the
electronic submission of documents and symbols in a foreign
language. We are also adopting this amendment as proposed. We note
in this regard that even with the removal of this prohibition, Rule
306(a) of Regulation S-T will still generally require all electronic
filings and submissions to be in English.
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We did not receive any comments on these amendments and are now
adopting these amendments as proposed. We believe that these changes
will reduce the number of paper submissions we receive and increase the
public's access to these foreign language documents.
F. Transition Periods
We are adopting the proposed six-month transition period after the
effective date of the amendments for when filers will be required to
file or submit electronically ``glossy'' annual reports to security
holders (in PDF), notices of exempt solicitations and exempt
preliminary roll-up communications, annual reports for employee benefit
plans on Form 11-K, periodic reports and reports with respect to
distributions of primary obligations filed by the Development Banks,
reports or other documents submitted by a foreign private issuer under
cover of Form 6-K, certain foreign language documents (in PDF), and
certifications made pursuant to the Exchange Act and its rules that a
security has been approved by an exchange for listing and registration.
We believe that this transition period will provide registrants with
sufficient time to prepare to submit these documents electronically in
accordance with the EDGAR Filer Manual, including providing paper
filers who would be first-time EDGAR filers adequate time to apply for
access to file on EDGAR on behalf of their clients and/or apply for a
filing agent CIK in order to make electronic filings.
In response to the comment requesting a longer transition period to
allow a firm to collect EDGAR filing credentials from its Form 144
filing clients and to establish adequate new processes governing the
filing of the forms and the maintenance of EDGAR credentials,\65\ we
are adopting a longer transition period than what we proposed for when
filers will be required to file Forms 144 on EDGAR for sales of
securities of issuers subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act. Specifically, the requirement to file
Form 144 electronically on EDGAR will commence six months from the date
of publication in the Federal Register of the Commission release that
adopts the version of the EDGAR Filer Manual addressing updates to Form
144. We currently expect that the Commission would consider adoption of
the relevant version of the EDGAR Filer Manual addressing updates to
Form 144 in September 2022, and publication in the Federal Register
would occur thereafter. We believe this extended transition period will
provide sufficient time for broker-dealers to transition clients for
whom they prepare and submit Form 144 filings, including time for those
clients who do not currently have access to EDGAR to apply for EDGAR
access.
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\65\ See supra note 31.
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We are providing Form 11-K filers a three-year transition period
after the effective date of the amendments in which to comply with the
requirement to submit the financial statements and accompanying notes
to the financial statements required by Form 11-K in Inline XBRL. We
believe that a three-year transition period will provide employee stock
purchase, savings and similar plans with sufficient time to prepare for
Inline XBRL submissions taking into account that such registrants are
not currently obligated to submit any information in XBRL or Inline
XBRL.\66\
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\66\ In this regard, the three-year transition period is
consistent with the transition times provided in other rules where
registrants would be newly obligated to tag financial information in
Inline XBRL. See, e.g., Inline XBRL Filing of Tagged Data,
Securities Act Release No. 10514 (June 28, 2018) [83 FR 40846,
40847].
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III. Other Matters
If any of the provisions of these rules, or the application thereof
to any person
[[Page 35400]]
or circumstance, is held to be invalid, such invalidity shall not
affect other provisions or application of such provisions to other
persons or circumstances that can be given effect without the invalid
provision or application.
Pursuant to the Congressional Review Act, the Office of Information
and Regulatory Affairs has designated these rules not a ``major rule,''
as defined by 5 U.S.C. 804(2).
IV. Economic Analysis
A. Introduction
The Commission is adopting rule and form amendments to update
filing requirements under the EDGAR system. We are mindful of the costs
imposed by, and the benefits obtained from, our rules and the
amendments.\67\ The discussion below addresses the potential economic
effects of the amendments. These effects include the likely benefits
and costs of the amendments and reasonable alternatives thereto, as
well as any potential effects on efficiency, competition, and capital
formation. We attempt to quantify these economic effects whenever
possible; however, due to data limitations, we are unable to do so in
many cases. For example, we are unable to quantify the value to the
public of being able to more quickly access a document on EDGAR
compared to accessing it on paper. When we cannot provide a
quantitative assessment, we provide a qualitative discussion of the
economic effects instead.
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\67\ Section 2(b) of the Securities Act [15 U.S.C. 77b(b)] and
Section 3(f) of the Exchange Act [15 U.S.C. 78c(f)] require us, when
engaging in rulemaking that requires us to consider or determine
whether an action is necessary or appropriate in the public
interest, to consider, in addition to the protection of investors,
whether the action will promote efficiency, competition and capital
formation. In addition, Section 23(a)(2) of the Exchange Act [15
U.S.C. 78w(a)(2)] requires us to consider the effects on competition
of any rules that the Commission adopts under the Exchange Act and
prohibits the Commission from adopting any rule that would impose a
burden on competition not necessary or appropriate in furtherance of
the purposes of the Exchange Act.
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The Commission is adopting these rule and form amendments to
facilitate the efficient submission of documents to the Commission; to
reduce burdens and inefficiencies associated with the filing,
dissemination, storage, and retrieval of non-electronic and paper
submissions; to allow for quicker public access to information; to
improve the Commission's ability to track and process such filings; and
to modernize the Commission's records management processes.
The rule and form amendments would:
<bullet> Mandate the electronic filing of several documents that
are currently permitted electronic submissions under Regulation S-T,
including all filings on Form 6-K and filings made by Development
Banks;
<bullet> Mandate that certain registrants electronically file their
``glossy'' annual report to security holders;
<bullet> Mandate the electronic filing of the certification made
pursuant to Section 12(d) of the Exchange Act and Exchange Act Rule
12d1-3 that a security has been approved by an exchange for listing and
registration;
<bullet> Mandate the electronic filing of Form 144 and remove the
requirement that an affiliate send one copy of the Form 144 notice to
the principal exchange, if any, on which the restricted securities are
admitted to trading.
<bullet> Mandate the use of the Inline XBRL structured data
language for annual financial statements and schedules for employee
benefit plans required by Form 11-K; and
<bullet> Allow for the electronic submission format of certain
foreign language documents and remove the option to submit these
documents in paper.
B. Economic Baseline
The economic baseline, from which we measure the likely economic
effects of the amendments, reflects current regulatory practice as it
pertains to the method of submission to the Commission of certain forms
and documents that currently may be, but are not required to be,
submitted to the Commission via EDGAR.
Filers currently have the option to submit the following documents
electronically via EDGAR: Annual reports to security holders furnished
for the information of the Commission; \68\ notices of exempt
solicitation furnished for the information of the Commission pursuant
to Exchange Act Rule 14a-6(g) and notices of exempt preliminary roll-up
communications furnished for the information of the Commission pursuant
to Exchange Act Rule 14a-6(n); annual reports for employee benefit
plans on Form 11-K; Form 144 for sales of securities of issuers subject
to the reporting requirements of Section 13 or 15(d) of the Exchange
Act; certain reports from Development Banks; reports or other documents
submitted by a foreign private issuer under cover of Form 6-K;
documents filed with the Commission pursuant to Section 33 of the
Investment Company Act; and certifications made pursuant to Section
12(d) of the Exchange Act and Exchange Act Rule 12d1-3 that a security
has been approved by an exchange for listing and registration. In
addition, annual reports for employee benefit plans on Form 11-K
currently are not required to be submitted using the Inline XBRL
structured data language.
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\68\ See supra note 12.
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For certain forms with an electronic filing option via EDGAR, a
large percentage of filers use that option. Indeed, in Calendar Year
(CY) 2021, the Commission received over 25,000 submissions combined of
the following documents: Form 6-K, notices of exempt solicitation
furnished for the information of the Commission pursuant to Rule 14a-
6(g), and annual reports on Form 11-K. For forms 6-K and 11-K, more
than 99 percent of submissions were filed electronically on EDGAR, even
though filers had the option to submit these documents in non-
electronic format. Likewise, in CY 2021 nearly all of the
certifications filed by an exchange pursuant to Section 12(d) of the
Exchange Act and Exchange Act Rule 12d1-3, and all documents filed
pursuant to Section 33 of the Investment Company Act were submitted
electronically on EDGAR, even though these documents could have been
submitted in non-electronic format.
In contrast, for two of the types of forms, a much smaller
percentage of filers currently submit electronically via EDGAR. In CY
2021, Development Banks electronically filed on EDGAR just 46 reports
(34 percent).\69\ In CY 2021 Form 144 filers electronically submitted
234 filings (0.8 percent) on EDGAR. Similarly, only a minimal number of
``glossy'' annual reports to security holders were submitted to the
Commission in 2021; of those, very few were submitted electronically to
the Commission, and even fewer were filed in paper format.\70\
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\69\ Among the Development Banks, there were six unique filers.
\70\ See supra note 42.
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Existing Commission rules permit Form 144 to be submitted either
electronically via EDGAR or in paper form only for forms reporting
proposed sales of reporting issuers. In 2020, in response to COVID-19
conditions, Commission staff announced a no-action position that
temporarily affords Form 144 filers a third option to submit paper Form
144s via email.\71\ In CY 2021, using a full year of data following the
announcement, the Commission received 30,021 Form 144 submissions: 52.9
percent in paper form, 46.3 percent electronically via email, and 0.8
percent electronically on EDGAR. Thus, while when given the option,
many paper
[[Page 35401]]
filers have elected to submit their forms via email, very few filers
have opted to file Form 144 electronically on EDGAR. Figure 1 examines
the lag between when the Commission received a Form 144 filing and when
it appeared in a commercial database, a proxy for the speed of
dissemination to the public, for 2019 and 2021.\72\ More specifically,
the figure displays frequency counts of this dissemination lag (in
days) for 2019 and 2021, before and after the announcement that filers
could submit Form 144 via email. After the Commission allowed Form 144
to be submitted by email, the dissemination lag shortened (a leftward
shift in the count distribution) by 1 day (16 percent) for the median
submission, suggesting shifting away from the submission of paper Form
144 submissions improves the speed of dissemination. Electronic filings
on EDGAR would likely further reduce the dissemination lag in Form 144
filings as they would be made public more quickly relative to the
processing of electronic PDFs by third-party data providers.\73\
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\71\ See supra note 14.
\72\ The chart does not include 2020 as financial market
conditions and broader logistical difficulties surrounding COVID-19
pandemic may be a confounding factor for 2020 data. Furthermore,
comparing a full year of data for 2021 relative to 2019 means that
seasonality effects do not affect our estimates. In contrast,
estimates that compare data before and after the April 2020
Commission announcement that filers could submit Form 144 via email
may be correlated with seasonality effects.
\73\ Based on Form 144 filings accessed via Thomson Reuters
Insiders Data with the field ``SEC Receipt'' dated in 2019 or 2021.
[GRAPHIC] [TIFF OMITTED] TR10JN22.008
For Form 144 filers, it is our understanding that the majority of
affected filers currently prepare and file these forms individually or
with the assistance of a broker or personal counsel.\74\ As the
majority of Form 144 filings are currently paper or email filings, most
filers would have to modify their processes for submitting their Form
144 filings under the amendments. Based on past filings, we estimate
that approximately 12,250 filers would be required to switch to
electronic filings on EDGAR.\75\
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\74\ See letter from Jesse Brill (dated Dec. 18, 2013),
available at <a href="https://www.sec.gov/rules/petitions/2013/petn4-671.pdf">https://www.sec.gov/rules/petitions/2013/petn4-671.pdf</a>;
see also letter dated Mar. 22, 2021 from the Securities Industry and
Financial Markets Association.
\75\ These estimates assume that filers of Form 144 submissions
in our data are not also affiliates of other issuers. Because we
lack data on the holdings of filers in securities of issuers other
than those disclosed in the Form 144, we are unable to identify any
filers that are such affiliates.
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Finally, for Commission staff, receiving and processing paper or
email submissions is often more time intensive than processing
electronic submissions on EDGAR. When the Commission receives a paper
or email submission, the document usually requires several manual
steps, involving staff in various offices and divisions to process and
retain the documents for recordkeeping purposes. As less than one
percent of all Form 144 submissions per year are filed electronically
on EDGAR, the amended rules will likely increase significantly the
volume of Form 144 filings made electronically on EDGAR and thus will
reduce staff processing time.\76\
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\76\ A rate of change based on the current one percent EDGAR
submission rate may slightly overestimate the changes in volume.
Further, based on the observed EDGAR filing behavior of affiliates
who use an issuer's existing access to EDGAR, the number of new Form
IDs required to be processed could be reduced, but would not
otherwise affect the increase in submission volume.
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C. Economic Effects
This section discusses the benefits and costs of the rule and form
amendments, as well as their potential effects on efficiency,
competition, and capital formation. Some of the amendments reflect
current practice,\77\ so they will likely not have significant economic
effects. In addition, where certain benefits or costs of electronic
filing apply to multiple amendments,
[[Page 35402]]
we discuss those benefits or costs together instead of repeating such
discussion for each amendment.
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\77\ For example, certain amendments that would mandate
electronic filings for specific documents, like listing
certifications, that are currently largely submitted electronically.
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We recognize that the potential costs and benefits of electronic
filing are sensitive to various assumptions, including the number of
affected filers; the time burden of filing using EDGAR, including the
type and cost of staff used, if any; and printing and mailing costs
incurred under current rules. The economic effects on individual filers
may vary across all filers depending on variables such as filer size,
number of filings submitted, existing filing practices (e.g., current
reliance on electronic document preparation; current experience with
using EDGAR; use of in-house staff, brokers, or outside counsel for
filing; number, types, and cost of in-house staff involved in paper
filing; actual hours and printing and mailing costs required for paper
filings). They may also vary depending on the amount of time required
for filers to be trained in the use of EDGAR and any required related
processes, and the amount of time to resolve any technical issues
related to electronic filing on EDGAR.
1. Benefits
a. Electronic Submission of Form 6-K, Notices of Exempt Solicitation,
Notices of Exempt Preliminary Roll-Up, Annual Reports on Form 11-K,
Form 144, Development Bank Reports, Certifications of Approval of
Exchange Listing, and Certain Foreign Language Documents
Currently, filers have the option to electronically submit in
EDGAR, among other things, documents under cover of Form 6-K, notices
of exempt solicitation furnished for the information of the Commission
pursuant to Exchange Act Rule 14a-6(g), notices of exempt preliminary
roll-up communications furnished for the information of the Commission
pursuant to Exchange Act Rule 14a-6(n), annual reports for employee
benefit plans on Form 11-K, Form 144 for securities of reporting
issuers, periodic reports and reports with respect to distributions of
primary obligations from Development Banks, certifications made
pursuant to Section 12(d) of the Exchange Act and Exchange Act Rule
12d1-3 that a security has been approved by an exchange for listing and
registration, and documents filed with the Commission pursuant to
Section 33 of the Investment Company Act. The amendments would mandate
the electronic submission in EDGAR of all of these documents to the
Commission. In addition, certain foreign language documents currently
are filed in paper format, but would be filed electronically under the
amendments. There are several benefits to investors, filers, and the
Commission of electronic submissions in EDGAR, relative to current
submission methods.
Electronic submissions on EDGAR will benefit the users of the
information because the submissions, whether on the Commission's
website or through third-party websites, are posted faster compared to
non-EDGAR submissions. Thus, the public may be able to find and review
a filing more quickly, as a result of the amendments, than they are
able to access paper filings. In addition, the costs associated with
obtaining documents filed electronically on EDGAR will likely be
reduced for those investors who currently access paper documents via
third-party entities.
To the extent that these documents inform investors' decisions,
this reduction in search costs may allow investors to incorporate more
information or make quicker decisions.\78\ Further, the use of an
online fillable form for Form 144 will benefit investors and other data
users by standardizing the inputted data into a structured, machine-
readable custom XML format, making it easier to extract and process
that data.
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\78\ The format requirement for electronic filings on EDGAR
under the amendments would be dictated by the EDGAR Filer Manual,
which allows for HTML or ASCII submissions subject to certain
exceptions. See EDGAR Filer Manual (Volume II) version 61 (Mar.
2022), at 2.1 and 5.2. For select submissions, the EDGAR Filer
Manual accepts PDF format. See EDGAR Filer Manual (Volume II)
version 61 (Mar. 2022), at 5.2.3. The revised EDGAR Filer Manual
will include foreign language documents and certifications that a
security has been approved by an exchange for listing and
registration among the list of PDF submissions. The benefits and
costs discussed in this section with respect to electronic filings
instead of the current paper or email submissions are those that we
would expect to be realized from HTML, ASCII, or PDF submissions on
EDGAR. These benefits and costs substantially arise to the same
extent regardless of whether the filer uses the ASCII, HTML, or PDF
format. All three formats are widely used, and none of them requires
significant special expertise for their preparation, submission, or
intake.
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Electronic filings on EDGAR also increase the likelihood that the
Commission receives documents promptly by limiting the possibility and
risk of delay (e.g., a document getting lost in the mail). An increase
in the certainty and timeliness of submissions ensures that the EDGAR
system accurately reflects the status of submissions to the Commission.
In addition, after initial transition costs, if any, filers are
expected to broadly benefit from the amendments. Specifically, filers
are expected to realize direct benefits in the form of reduced time
required to file forms electronically on EDGAR, compared to a paper
filing, and avoid copying and mailing expenses. For example, the use of
a fillable Form 144 on EDGAR will enable the convenient input of
information and support the electronic assembly of such information and
transmission to EDGAR, without requiring a Form 144 filer to purchase
or maintain additional software or technology, thus minimizing
compliance costs. This modification of the data format language of Form
144 would also benefit data users by standardizing the inputted data
into a structured, machine-readable custom XML-based format data
language specific to Form 144, thus making it easier to extract and
process that data.
Filers who make multiple submissions are likely to benefit the
most. Electronic filing using EDGAR will make the filing process more
efficient and less costly for filers because it will assure timely
receipt of the filing (e.g., filers would have no reason to pay for
premium services such as delivery confirmation).\79\ Furthermore,
electronic submissions allow filers to produce and submit documents
more easily during disruptive events--such as the COVID-19 pandemic--if
their physical work facilities are inaccessible.
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\79\ The amendments also benefit filers by avoiding uncertainty
about how to comply with paper filing obligations in events similar
to the current COVID-19 pandemic.
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Electronic submissions likewise increase efficiencies in record
management and maintenance as well as compliance with the Commission's
record keeping requirements as electronic submissions are easier to
store, access, search, and track. A reduction in search costs related
to electronic submissions may improve regulatory oversight.
Overall, for the documents currently submitted primarily
electronically on EDGAR, the amendments would likely only yield
incremental benefits for investors, filers, and Commission staff and
would likely result in small aggregate economic effects. The aggregate
economic effects would likely be greater with respect to forms filed by
Development Banks and Form 144, as fewer of those are currently filed
on EDGAR.
b. ``Glossy'' Annual Reports to Security Holders
The amendments also mandate that certain registrants electronically
file their ``glossy'' annual reports to security holders. This could
result in several benefits for investors, filers, and the Commission.
[[Page 35403]]
First, the amendments would ensure that investors have long-term
access to ``glossy'' annual reports to security holders in a
centralized location. Current rules do not require the preservation of
these reports in a centralized location. To the extent that registrants
are currently posting these reports on their websites consistent with
the 2016 Staff Guidance, these registrants could remove these reports
from their firm websites after one year (e.g., at the registrant's
discretion or due to registrant failures, mergers, etc.). If a
registrant were to take its ``glossy'' annual report to security
holders off its website, it could be difficult and/or costly to obtain
a copy (e.g., via a third-party entity) or impossible if no third-party
has a saved copy. Under the amendments, documents would be freely
available and centrally located on EDGAR, and investors would incur
only minimal search costs for these reports.
A glossy annual report repository on EDGAR will also benefit
investors who may want to review and analyze ``glossy'' annual reports
to security holders in bulk. For these investors, a unified file format
for ``glossy'' annual reports to security holders in a centralized
location (i.e., EDGAR) would create opportunities for data processing
relative to the baseline.
Further, we expect that this amendment would yield benefits to
filers similar to those discussed above with respect to electronic
submissions on EDGAR. For example, some registrants will save on print
and delivery costs. Such cost savings are likely small, but any such
benefits may accrue to investors to the extent that these registrants
allocate the savings to increase firm efficiency or return capital to
investors. In addition, the amended rules will ensure that investors
and Commission staff are able to access the ``glossy'' annual reports
to security holders easily, including when navigating disruptive
events, such as COVID-19, when physical offices may be inaccessible.
c. Inline XBRL Requirement for Form 11-K
The amendments require filers to tag the financial statements and
schedules required in annual reports for employee benefit plans
pursuant to Form 11-K using the Inline XBRL structured data language.
Currently, reports on Form 11-K that are filed electronically must be
filed in HTML or ASCII.\80\
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\80\ See Rules 101(b)(3) and 301 of Regulation S-T and the EDGAR
Filer Manual (Volume II) version 61 (Mar. 2022), at 2.1 and 5.2.
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Requiring Form 11-K disclosures to be submitted in Inline XBRL
could benefit those participating in employee benefit plans by
facilitating analysis of the plan's annual financial disclosures over
time and relative to other plans.\81\ Investors in the plans'
sponsoring companies may also benefit from structured Form 11-Ks, as
structured data may reduce processing and search costs incurred by
investors assessing the employee benefit plans' underlying assets and
liabilities. In addition, requiring Form 11-K financial disclosures to
be submitted in Inline XBRL could enable the development of additional
structured data sets and tools to facilitate market analysis and better
inform future policy decisions.\82\
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\81\ Currently, operating company financial disclosures in
certain periodic reports and registration statements are required to
be structured in XBRL or Inline XBRL, depending on the filing date.
Research analyzing XBRL and Inline XBRL disclosures have found
informational benefits relative to unstructured disclosures. See,
e.g., Steven F. Cahan, Seokjoo Chang, Wei Z. Siqueira, & Kinsun Tam,
The roles of XBRL and processed XBRL in 10-K readability. 49 J. Bus.
Fin. & Acct. 33 (2021); Nerissa C. Brown, Brian Gale, and Stephanie
M. Grant, How Do Disclosure Repetition and Interactivity Influence
Investors' Judgments? (working paper Dec. 15, 2021), available at
<a href="https://ssrn.com/abstract=3557891">https://ssrn.com/abstract=3557891</a> (retrieved from SSRN Elsevier
database); Jacqueline L. Birt, Kala Muthusamy, and Poonam Bir, XBRL
and the qualitative characteristics of useful financial information,
30 Acct. Research J. 107 (2017), available at <a href="https://www.emerald.com/insight/publication/issn/1030-9616">https://www.emerald.com/insight/publication/issn/1030-9616</a>.
\82\ The Commission currently makes XBRL datasets for operating
company financial statements and footnotes and mutual fund risk/
return summaries available on its website. See DERA Data Library,
<a href="https://www.sec.gov/dera/data">https://www.sec.gov/dera/data</a>.
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2. Costs
Requiring electronic submissions may result in costs to filers,
including those associated with filing a Form ID for the first time to
obtain the access codes needed to submit an application on the
Commission's EDGAR system.\83\
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\83\ Filers can set up a Form ID by following the processes
detailed in Volume I of the EDGAR Filer Manual. Once a Form ID has
been successfully completed and processed, EDGAR establishes a
Central Index Key (``CIK'') number, which permits each authorized
user to create an EDGAR access code, enabling the filer to use
EDGAR.
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With respect to documents that are mostly submitted electronically
on EDGAR under current rules (e.g., Form 6-K, Notices of Exempt
Solicitation, Certifications of Approval of Exchange Listing), these
costs will likely be minimal. For documents that are not generally
submitted electronically on EDGAR under current rules but would be
required to be electronically submitted on EDGAR under the amended
rules (e.g., Form 144 and ``glossy'' annual reports to security
holders), registrants would incur additional costs to upload such
documents to EDGAR.\84\
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\84\ For purposes of the Paperwork Reduction Act (PRA), we
estimate that the additional burden to submit an electronic copy of
the ``glossy'' annual report would be 2 internal burden hours per
year. See Section V, infra.
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For Form 144, we estimate that approximately 25 percent of Form 144
filers have already prepared a Form ID and obtained a CIK number
through other EDGAR filing obligations.\85\ Therefore, we estimate that
at most 75 percent of Form 144 filers would need to file a Form ID as a
result of the amendments.\86\ We believe that such direct costs for
these filers would be justified by the anticipated benefits from
eliminating paper filing of Form 144. Given that current EDGAR filers
represent such a small proportion of those who submit Form 144, our
ability to generalize electronic filing behavior from this group to the
full population of filers may be of limited reliability. To the extent
that such filers' behavior may be similar, however, we estimate that up
to one-third of affiliates submitting a Form 144 who do not currently
access EDGAR may be able to use an issuer's existing connection to
EDGAR or rely upon other support by issuers in meeting their Form 144
electronic filing obligations. These filers likely will incur lower
costs as a result of the amendments than filers who cannot or will not
use an issuer's existing connection to EDGAR. We lack the data to
quantify the difference in costs.
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\85\ Specifically, we observe that approximately 23 percent of
calendar year 2019 Form 144 filers also submitted Form 4 filings in
EDGAR, while a remaining two percent without Form 4 filings in EDGAR
submitted a miscellany of other forms related to beneficial
ownership.
\86\ This estimate represents an extreme upper bound because it
assumes that each named individual who filed at least one Form 144
in calendar year 2019 who is not currently associated with a unique
CIK would need to file a Form ID. To the extent that some Form 144
filers are affiliates of issuers who may use the issuer's CIK to
file via EDGAR, the estimate likely overstates the required number
of new Form IDs required and the burden hours associated with such
applications.
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We do not expect that the requirement to file Form 144 in a
structured, XML-based data language specific to Form 144 (``custom
XML,'' here ``Form 144-specific XML'') will impose any incremental
compliance costs on Form 144 filers, as these filers will have the
option of entering their disclosures directly into a fillable web form.
The fillable web form will render into Form 144-specific XML in EDGAR,
rather than filing directly in Form 144-specific XML using the
technical specifications published on the Commission's website. We
expect that completing this XML-based fillable form will not require
any more time than completing the paper
[[Page 35404]]
form or filing an HTML or ASCII document (as is required for most other
EDGAR forms).\87\
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\87\ The Commission's EDGAR electronic filing system generally
requires filers to use ASCII or HTML for their document submissions,
subject to certain exceptions. See EDGAR Filer Manual (Volume II)
version 61 (Mar. 2022), at 5.1; 17 CFR 232.301 (incorporating EDGAR
Filer Manual into Regulation S-T). See also 17 CFR 232.101 (setting
forth the obligation to file electronically on EDGAR).
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One commenter \88\ indicated that entities filing Form 144 on
behalf of many clients may experience an increase in costs as a result
of the amendments. We believe such costs would be justified by the
benefits of mandated electronic Form 144 filing, including the
reduction in costs for investors and other market participants to
retrieve these documents.
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\88\ See supra note 31.
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As noted above, there are over 7,400 registrants who would be
required to file their ``glossy'' annual reports to security holders
electronically on EDGAR under the amendments. We expect that their
costs will be mitigated since these registrants are already
electronically filing documents on EDGAR, such as Form 10-K, 20-F, or
40-F. For filers submitting documents electronically to EDGAR for the
first time, any initial setup costs would likely be offset by lower
ongoing, marginal costs over time.
Requiring Inline XBRL structuring of annual financial statements
and schedules required by Form 11-K will result in additional
compliance costs for filers relative to the current baseline, as filers
will be required to tag and review the required Form 11-K financial
disclosures before filing them with the Commission.\89\ Various XBRL
and Inline XBRL preparation solutions have been developed and used by
operating companies and open-end fund filers to fulfill their existing
structuring requirements. In addition, some evidence suggests that, for
operating companies, XBRL compliance costs have decreased over
time.\90\
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\89\ An AICPA survey of 1,032 reporting companies with $75
million or less in market capitalization in 2018 found an average
cost of $5,850 per year, a median cost of $2,500 per year, and a
maximum cost of $51,500 per year for fully outsourced XBRL creation
and filing, representing a 45% decline in average cost and a 69%
decline in median cost since 2014. See Michael Cohn, AICPA sees 45%
drop in XBRL costs for small companies, Acct. Today, August 15,
2018, available at <a href="https://www.accountingtoday.com/news/aicpa-sees-45-drop-in-xbrl-costs-for-small-reporting-companies">https://www.accountingtoday.com/news/aicpa-sees-45-drop-in-xbrl-costs-for-small-reporting-companies</a> (retrieved from
Factiva database). A NASDAQ survey of 151 listed issuers in 2018
found an average XBRL compliance cost of $20,000 per quarter, a
median XBRL compliance cost of $7,500 per quarter, and a maximum
XBRL compliance cost of $350,000 per quarter. See letter from
Nasdaq, Inc. dated March 21, 2019 to the Request for Comment on
Earnings Releases and Quarterly Reports, Release No. 33-10588 (Dec.
18, 2018) [83 FR 65601]. For purposes of the Paperwork Reduction Act
(PRA), we estimate that the additional burden on 11-K filers to
submit statements and schedules in Inline XBRL would be
approximately 65 hours of internal time and $7,500 for outside
professional costs per year. See Section V, infra.
\90\ See id.
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Further, while Form 11-Ks are filed by employee benefit plans,
which are not currently subject to other Inline XBRL filing
requirements, the plans' sponsoring companies (i.e., the employers) are
subject to Inline XBRL requirements for publicly filed annual and
interim financial statements, among other disclosures.\91\ To the
extent that a plan shares compliance systems with the sponsoring
company, the Inline XBRL compliance costs incurred may be somewhat
mitigated.
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\91\ See Rules 405 and 406 of Regulation S-T and Items
601(b)(101) and 601(b)(104) of Regulation S-K.
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The amendments could reduce revenue for market information
aggregators who currently aggregate Form 144 information from non-
electronic fillings into databases and provide access to such databases
to various users of this data for a fee. The reduction in revenue could
be mitigated by the lower cost of retrieving information that is filed
in an electronic format. Data aggregators could sell fewer
subscriptions to make the same profit or lower the fee that they charge
which might make their services continue to be attractive even with the
electronic availability of the filings.
3. Efficiency, Competition, and Capital Formation
For forms largely already submitted on EDGAR, we expect the
amendments to lead to minimal changes in costs and have only
incremental benefits. Therefore, the mandatory electronic filing on
EDGAR of these forms will likely only marginally affect efficiency,
competition, or capital formation. For other documents, such as Form
144, the amendments are expected to make the filing process more
efficient by making it easier and less costly for filers to assure
timely receipt of the filing.
As previously noted, electronic filings on EDGAR will increase the
timeliness or ease with which the public can access the documents.
Insofar as investors incorporate these documents into their information
sets, easier or quicker access could result in lower search costs or
more efficient decision-making. To the extent that there is value-
relevant information in these filings, prices may become more
efficient, which should help to facilitate capital formation (e.g., by
enhancing valuation quality). These benefits are potentially magnified
during disruptive events, such as COVID-19, which can make it difficult
for registrants to make submissions in non-electronic form and thus
impede timely access to information. Moreover, as electronic filings
often lead to lower ongoing, marginal costs for filers, compared to,
for example, paper filings, the filing process may become more
efficient, especially over the medium and longer term.
The amendments may, however, reduce some investors' or market
information aggregators' competitive advantages. Particularly, market
information aggregators whose present role includes converting paper
filings of Form 144 to an electronic information source may find that
this service is less attractive to data users due to those users'
ability to access these filings directly due to the rule changes. These
information aggregators' loss of competitive advantage in converting
paper filings of Form 144 to an electronic information source may
reduce their revenue and thus may affect their ability to offer other
ancillary services that are valuable to data users.
D. Reasonable Alternatives
In formulating the amendments, we considered requiring some, but
not all, of the affected documents to be filed electronically on EDGAR.
This alternative would reduce the benefits, compared to the amendments,
but also would reduce the initial transition burden for filers that do
not have other electronic disclosure obligations on EDGAR. As discussed
above, however, many of the filers of affected documents already file
these or other documents electronically on EDGAR. For Form 144, for
which most of the current filings are not made on EDGAR, the benefits
of electronic filing on EDGAR for both filers and investors, such as
the speed of public dissemination, justify the costs. Further, any
setup costs for first time filers are at least partially offset by
lower marginal costs.
Given the significant number of submissions via email in response
to the temporary Form 144 staff no-action position, we could have made
this manner of filing a permanent option for Form 144 filers. Such an
alternative would allow filers to avoid the direct costs of
transitioning to filing electronically using EDGAR. Such an
alternative, however, would result in filers incurring expenses in
scanning the forms and emailing them to the Commission. Additionally,
filers would forgo potential direct benefits in the
[[Page 35405]]
form of reduced time required to file forms electronically. Such costs
could be higher for filers who make multiple submissions per year and
for filings with multiple pages.
Data users might also incur higher costs under this alternative
since the site used to access Form 144 email submissions, for example,
is distinct from EDGAR. Specifically, under this alternative, a data
user interested in obtaining the information from all Form 144 filings
pertaining to a given filer would be required to search both EDGAR and
the daily folders posted to the Form 144 website.\92\ Furthermore, Form
144 data submitted via email submissions is not structured, therefore
analysis that would require aggregating data from multiple submissions
would be more difficult or most costly to perform.
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\92\ Paper filings submitted via email based on the staff's no-
action position are available at <a href="https://www.sec.gov/corpfin/form-144-email">https://www.sec.gov/corpfin/form-144-email</a>.
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As an alternative, we could have required Form 144 to be filed in
Inline XBRL, which is designed for business reporting and is both
machine-readable and human-readable. Compared to the amendments, the
Inline XBRL alternative for Form 144 would have provided more
sophisticated validation, presentation, and reference features for
filers and data users. However, the Inline XBRL alternative would also
have imposed initial implementation costs (e.g., learning how to
prepare filings in Inline XBRL, licensing Inline XBRL filing
preparation software) upon filers that do not have prior experience in
structuring data in Inline XBRL. In contrast, because the amendments
will allow filers to submit Form 144 using an online fillable form,
filers that lack experience structuring data in a custom XML-based data
language will not incur such implementation costs.
We also considered permitting registrants to post their ``glossy''
annual reports to security holders on their websites in lieu of
electronic submission consistent with the 2016 Staff Guidance. While
this alternative might reduce costs for registrants who currently post
``glossy'' annual reports to security holders on their websites, we do
not anticipate that the costs of submitting these reports on EDGAR
would be unduly burdensome for most filers. Further, this alternative
would also reduce the benefits compared to the amendment, because it
would not offer market participants access to ``glossy'' annual reports
to security holders in a centralized location.
V. Paperwork Reduction Act
A. Background
Certain provisions of our rules, schedules, and forms that will be
affected by the amendments contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995
(``PRA'').\93\ The Commission is submitting the final amendments to the
Office of Management and Budget (``OMB'') for review in accordance with
the PRA.\94\ The titles for the collections of information are:
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\93\ 44 U.S.C. 3501 et seq.
\94\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
<bullet> Schedule 14A (OMB Control Number 3235-0059) \95\
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\95\ As described below, our estimates for Schedule 14A and
Schedule 14C take into account the burden that would be incurred
under the amendments to require electronic submission of the
``glossy'' annual report to security holders. Schedules 14A and 14C
require disclosure under Subpart 400 of Regulation S-K. This
disclosure is often incorporated, in relevant part, into Part III of
a registrant's Form 10-K and is provided as part of the ``glossy''
annual report to security holders. Therefore, we have not separately
calculated burden requirements for Form 10-K.
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<bullet> Schedule 14C (OMB Control Number 3235-0057) \96\
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\96\ See id.
---------------------------------------------------------------------------
<bullet> Form 20-F (OMB Control Number 3232-0288) \97\
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\97\ Forms 20-F and 40-F provide the disclosure requirements for
the annual reports of foreign private issuers, which are included in
the ``glossy'' annual reports to security holders. Therefore, we
have not separately calculated burden requirements for Form 6-K.
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<bullet> Form 40-F (OMB Control Number 3235-0381)
<bullet> Form 11-K (OMB Control Number 3235-0082)
<bullet> Form ID (OMB Control Number 3235-0328) \98\
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\98\ The paperwork implications of the changes to mandate
electronic filing of Form 144 would be reflected in Form ID.
An agency may not conduct or sponsor, and a person is not required
to comply with, a collection of information unless it displays a
currently valid OMB control number. Compliance with the information
collections is mandatory. Responses to the information collections are
not kept confidential and there is no mandatory retention period for
the information disclosed. Schedule 14A, Schedule 14C, Form 20-F, Form
40-F, and Form 11-K were adopted under the Securities Act and the
Exchange Act. The schedules and forms set forth the disclosure
requirements for periodic and current reports, proxy statements, and
information statements filed to help investors make informed investment
and voting decisions. Form ID, adopted under the Securities Act, the
Exchange Act, the Trust Indenture Act of 1939,\99\ and the Investment
Company Act of 1940,\100\ is used by registrants, individuals, third
party filers or their agents to request access codes that permit the
filing of documents on EDGAR in accordance with Rule 10 of Regulation
S-T.\101\ The hours and costs associated with preparing, filing, and
sending the schedules and forms constitute reporting and cost burdens
imposed by each collection of information.
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\99\ 15 U.S.C. 77aaa et seq.
\100\ 15 U.S.C. 80a et seq.
\101\ 17 CFR 232.10(b).
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A description of the final amendments, including the need for the
information and its intended use, as well as a description of the
likely respondents, can be found in Section II above. A discussion of
the economic effects of the amendments can be found in Section IV
above.
B. Summary of the Comment Letters and the Effect of the Final
Amendments on Existing Collections of Information
As described in more detail above, we are adopting final amendments
to update filing requirements under our EDGAR system. The amendments
would (1) mandate the electronic filing or submission of the documents
that are currently permitted electronic submissions under Regulation S-
T; \102\ (2) mandate the electronic submission of the ``glossy'' annual
report to security holders; (3) mandate the electronic filing of the
certification made pursuant to the Exchange Act and its rules that a
security has been approved by an exchange for listing and registration;
(4) mandate the use of Inline XBRL for the filing of the financial
statements and accompanying notes to the financial statements required
by Form 11-K; and (5) provide for the electronic submission of certain
foreign language documents.
---------------------------------------------------------------------------
\102\ See supra Section II.A.
---------------------------------------------------------------------------
The amendments do not change the nature or extent of any of the
information that is currently collected under Rule 101(b), the foreign
language documents submitted under Rule 306 of Regulation S-T, or the
certifications filed under Exchange Act Rule 12d1-3. However, as
discussed below, we expect that the change to require an electronic
format will result in certain changes in the information collection
burden of associated forms, schedules, reports, and applications. We
did not receive any comment letters regarding our PRA estimates related
to these amendments from either the Updating EDGAR Proposing Release or
the Rule 144 Proposing Release.
[[Page 35406]]
C. Burden and Cost Estimates Related to the Amendments
Below we estimate the incremental change in internal burden and
outside professional cost as a result of the amendments. These
estimates represent the average burden for all registrants, both large
and small. In deriving our estimates, we recognize that the burdens
will likely vary among individual registrants based on a number of
factors, including the nature of their business. Except for Form ID, we
do not believe that the amendments will change the frequency of
responses to the existing collections of information; rather, we
estimate that the amendments will change only the burden per response.
The burden estimates were calculated by multiplying the estimated
number of responses by the estimated average amount of time it would
take a registrant to prepare and review the disclosures required under
the amendments. For purposes of the PRA, the burden is allocated
between internal burden hours and outside professional costs. The table
below sets forth the percentage estimates the Commission typically uses
for the burden allocation for each form. We also estimate that the
average cost of retaining an outside professional is $400 per
hour.\103\
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\103\ We recognize that the costs of retaining outside
professionals may vary depending on the nature of the professional
services, but for purposes of this PRA analysis, we estimate that
such costs would be an average of $400 per hour. This estimate is
based on consultations with several registrants, law firms, and
other entities that regularly assist registrants in preparing and
filing documents with the Commission.
\104\ While the current standard burden for Form 11-K is 100%
internal, as noted below, in light of the nature of these
amendments, we estimate that the Form 11-K burden of the amendments
will be allocated 75% to internal hours and 25% to outside
professional costs.
PRA Table 1--Standard Estimated Burden Allocation for Specified Forms
and Schedules
------------------------------------------------------------------------
Outside
Form/schedule/other Internal (%) professionals
(%)
------------------------------------------------------------------------
Schedules 14A and 14C.................. 75 25
Forms 20-F and 40-F.................... 25 75
Form 11-K.............................. \104\ 100 ...............
Form ID................................ 100 ...............
------------------------------------------------------------------------
With respect to the electronic submission of the ``glossy'' annual
report to security holders, we estimate the amendments will impose a
new burden that will be borne by all registrants required to submit
``glossy'' annual reports to security holders to the Commission. We
estimate that the amendments will cause a registrant to incur an
increase of 2 hours in the reporting burden for the annual report to
security holders. We anticipate that this time would be required to
prepare, convert into the required electronic format (currently PDF) if
PDF is not already used for the report to security holders, and review
the ``glossy'' annual reports to security holders to be submitted
electronically in accordance with the EDGAR Filer Manual. This burden
would be reflected in Schedules 14A and 14C and Forms 20-F and 40-F as
follows:
PRA Table 2--Estimated PRA Burdens for the Electronic Submission of the ``Glossy'' Annual Report
--------------------------------------------------------------------------------------------------------------------------------------------------------
Estimated Estimated Estimated
number of incremental Total Estimated outside Estimated outside
Schedule/form affected burden hours/ incremental internal burden professional professional costs/
responses form burden hours hours hours affected responses
(A) (B) (C) = (A) x (D) = (C) x (E) = (C) x (F) = (E) x $400
(B) (Allocation %) (Allocation %)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Schedule 14A.................................... 6,369 2 12,738 9,553 3,185 $1,274,000
Schedule 14C.................................... 569 2 1,138 853 284 113,600
Form 20-F....................................... 729 2 1,458 364 1093 437,200
Form 40-F....................................... 132 2 264 66 198 79,200
--------------------------------------------------------------------------------------------------------------------------------------------------------
With respect to the amendment to require the submission of the
financial statements in the Form 11-K in Inline XBRL, we do not expect
a change in the number of Forms 11-K submitted to the Commission but we
do expect an increase in the burden per form. The Commission previously
estimated that, per response, operating companies submitting financial
information in Inline XBRL required 54 burden hours of internal time to
prepare the tagged data and incurred a cost $6,175 for outside
services.\105\ The amendments would subject employee purchase plans,
savings plans, and similar plans to the same Inline XBRL reporting
requirements. Therefore, we assume that these plans would experience
similar burden hours and costs as do operating companies. We have
however increased that burden estimate to account for the particular
circumstances applicable to Form 11-K filers.
---------------------------------------------------------------------------
\105\ See Inline XBRL Adopting Release, supra note 52.
---------------------------------------------------------------------------
As new XBRL filers, we anticipate that Form 11-K filers would
experience additional burdens related to the one-time costs associated
with becoming familiar with Inline XBRL reporting. These costs would
include, for example, the acquisition of new software or the services
of consultants, and/or the training of staff.\106\ We also assume that
[[Page 35407]]
these one-time costs would decline in the second and third year of
compliance with the amendments, as Form 11-K filers become more
efficient at preparing submissions using Inline XBRL.\107\ We assume
that the one-time cost would result in a 50% incremental increase in
the internal burdens and external costs of structuring the data in the
financial statements and accompanying footnotes of the financial
statements to Form 11-K.\108\ These additional incremental costs would
decline in the second and third years by 75% from the immediately
preceding year.\109\ Accordingly, we estimate that the amendment to
require Form 11-K filers to submit the financial information in Inline
XBRL would, for each filer, result in incremental PRA burdens of 11.81
hours of internal time and $1,350.78 in costs for outside professional
services, in addition to the 54 hours and $6,175 in costs noted above.
In aggregate, we estimate these burdens to be 70,153 \110\ and
$8,021,650,\111\ respectively.
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\106\ Until now, the burden associated with the preparation of
Form 11-K has been borne entirely by filers. In other words,
registrants have not needed to retain outside professional services
to prepare the submission. With the Inline XBRL tagging requirements
under the amendments, we anticipate that registrants may retain
outside professional services in order to tag the financial
statements and accompanying notes to the financial statements
properly. Accordingly, we are estimating increases for both burden
hours and outside professional costs.
\107\ We also expect filers to benefit from access to an
established vendor community experienced in applying Inline XBRL
tagging to Commission filings.
\108\ We estimate, for the Form 11-K financial information
Inline XBRL requirement, that in the first year the one-time cost
would be an additional 27 hours (54 x 0.5) and $3,087.5 in external
costs ($6,175 x 0.5).
\109\ We estimate that for the second year the additional one-
time hour burden and cost of the Form 11-K financial information
XBRL requirement would be 6.75 hours (27 hours-(27 x 0.75 = 20.25
hours)) and $771.87 ($3,087.5-($3,087.5 x 0.75 = $2,315.63)). For
the third year, we estimate that these hour burdens and costs would
be 1.69 hours (6.75 hours-(6.75 x 0.75 = 5.06 hours)) and $192.97
($771.87-($771.87 x 0.75 = $578.90)). Thus the three year average of
the additional incremental burden of the Form 11-K financial
information XBRL requirement would be (27 + 6.75 + 1.69)/3 = 11.81
hours of internal in-house time, and ($3,087.5 + $771.87 + $192.97)/
3 = $1,350.78 in external costs.
\110\ This estimate was calculated by adding the estimated XBRL
hour burden for operating companies (54 hrs) plus the average
additional incremental hour burden for Form 11-K filers (11.81),
then multiplying the sum by the estimated number of Form 11-K filers
(1,066), or (54 + 11.81) x 1,066 = 70,153.
\111\ This estimate was calculated by adding the estimated XBRL
cost burden for operating companies ($6,175) plus the average
additional incremental cost burden for Form 11-K filers ($1,350),
then multiplying the sum by the estimated number of Form 11-K filers
(1,066), or ($6,175 + $1,350) x 1,066 = $8,021,650.
---------------------------------------------------------------------------
We anticipate that the mandated electronic filing of Form 144 with
respect to securities issued by issuers subject to Exchange Act
reporting requirements will result in a number of filers using EDGAR to
file their Form 144 electronically who do not currently do so. Filers
who have not previously filed electronically on EDGAR must apply for
access to file on EDGAR on Form ID. As the majority of Form 144 filings
currently are paper or email filings, most filers would have to modify
their processes for submitting their Form 144 filings. Based on past
filings, we estimate that approximately 12,250 filers will be required
to switch from paper filings to electronic filing of their Form
144.\112\
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\112\ These estimates assume that filers of Form 144 submissions
in our data are not also affiliates of other issuers. Because we
lack data on the holdings of filers in securities of issuers other
than those disclosed in the Form 144, we are unable to identify any
filers that are such affiliates.
---------------------------------------------------------------------------
Of those 12,250 filers, however, we estimate that 25 percent have
already filed a Form ID through other EDGAR filing obligations.\113\ A
filer must apply for access to file on EDGAR on Form ID. Accordingly,
approximately 75 percent of Form 144 filers (9,188 filers \114\) would
need to file a Form ID for the first time as a result of the amendment
to mandate the electronic filing of Form 144. In addition, there are
currently two Development Banks that have not previously made an
electronic filing on EDGAR that would also be required as a result of
the amendments to file a Form ID to obtain the access codes that are
required to file or submit a document on EDGAR.
---------------------------------------------------------------------------
\113\ Specifically, we observe that approximately 23 percent of
calendar year 2019 Form 144 filers also submitted Form 4 filings in
EDGAR, while a remaining two percent without Form 4 filings in EDGAR
submitted a miscellany of other forms in EDGAR related to beneficial
ownership.
\114\ 12,250 x 0.75 = 9,187.5. This estimate represents an
extreme upper bound because it assumes that each named individual
who filed at least one Form 144 in calendar year 2019 who is not
currently associated with a unique CIK would need to file a Form ID.
To the extent that some Form 144 filers are affiliates of issuers
who may use the issuer's CIK to file via EDGAR, the estimate likely
overstates the required number of new Form IDs required and the
burden hours associated with such applications.
---------------------------------------------------------------------------
We estimate that respondents require 0.15 hours to complete the
Form ID and, for purposes of the PRA, that 100 percent of the burden of
preparation for Form ID is carried by the respondent internally.
Therefore, we estimate that this amendment will result in an
incremental increase of 1,378.50 annual burden hours for Form ID.\115\
---------------------------------------------------------------------------
\115\ 9,190 x 0.15 = 1,378.5.
---------------------------------------------------------------------------
The tables below illustrate the estimated incremental change to the
total annual compliance burden of the affected forms, in hours and in
costs, as a result of the amendments.
PRA Table 3--Incremental Paperwork Burden Under the Amendment
--------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Proposed Proposed Proposed Proposed cost
Current Current Current change in change in change in annual burden hours burden for
annual burden cost burden annual burden professional affected for affected affected
responses hours responses hours costs responses response responses
(A) (B) (C) (D) (E) (F) (G) = (A) + (H) = (B) + (I) = (C) +
(D) (E) (F)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Schedule 14A................. 6,369 777,590 103,678,712 0 9,574 $1,276,592 6,369 787,164 $104,465,376
Schedule 14C................. 569 56,356 7,514,944 0 832 111,008 569 57,188 7,625,952
Form 20-F.................... 729 479,261 576,824,025 0 364 437,400 729 479,625 577,261,425
Form 40-F.................... 132 14,237 17,084,560 0 66 79,200 132 14,303 17,163,760
Form 11-K.................... 1,302 39,060 0 (236) 70,153 8,021,650 1,066 109,213 8,021,650
Form ID...................... 57,681 8,652 0 9,190 1,379 0 66,871 10,030 0
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ We note that the decrease in responses on Form 11-K reflects the actual number of Forms received in 2020. This decrease is not the result of the
amendments which we do not expect to affect the number of responses submitted on Form 11-K.
VI. Final Regulatory Flexibility Act Analysis
The Regulatory Flexibility Act (``RFA'') \116\ requires the
Commission, in promulgating rules under Section 553 of the
Administrative Procedure Act,\117\ to consider the impact of those
rules on small entities. We have prepared this Final Regulatory
Flexibility Act Analysis (``FRFA'') in accordance with Section 604 of
the RFA.\118\ An initial Regulatory Flexibility Analysis (``IRFA'') was
prepared in accordance with the RFA and was included in the Proposing
Release. This FRFA relates to the amendments to the rules and forms
described in Section II above.
---------------------------------------------------------------------------
\116\ 5 U.S.C. 601 et seq.
\117\ 5 U.S.C. 553.
\118\ 5 U.S.C. 604.
---------------------------------------------------------------------------
[[Page 35408]]
A. Need for, and Objectives of, the Final Amendments
The main purpose of the amendments is to facilitate more efficient
transmission, dissemination, analysis, storage and retrieval of
documents that are currently filed in paper. In addition, the
amendments are intended to improve investors' and other EDGAR users'
access to the information in these documents.
The need for, and objectives of, the amendments are discussed in
more detail in Section II above. We discuss the economic impact,
including the estimated compliance costs and burdens, of the amendments
in Sections IV and V above.
B. Small Entities Subject to the Final Amendments
The final amendments will affect some registrants that are small
entities. The Regulatory Flexibility Act defines ``small entity'' to
mean ``small business,'' ``small organization,'' or ``small
governmental jurisdiction.'' \119\ For purposes of the Regulatory
Flexibility Act, under our rules, a registrant, other than an
investment company, is a ``small business'' or ``small organization''
if it had total assets of $5 million or less on the last day of its
most recent fiscal year and is engaged or proposing to engage in an
offering of securities that does not exceed $5 million.\120\ An
investment company, including a business development company,\121\ is
considered to be a ``small business'' if it, together with other
investment companies in the same group of related investment companies,
has net assets of $50 million or less as of the end of its most recent
fiscal year.\122\
---------------------------------------------------------------------------
\119\ 5 U.S.C. 601(6).
\120\ See 17 CFR 240.0-10(a).
\121\ Business development companies are a category of closed-
end investment company that are not registered under the Investment
Company Act [15 U.S.C. 80a-2(a)(48) and 80a-53-64].
\122\ See 17 CFR 240.0-10(a).
---------------------------------------------------------------------------
We estimate that there are 979 issuers that file with the
Commission, other than investment companies, that may be considered
small entities.\123\ In addition, we estimate that, as of April, 2022,
there are approximately 80 investment companies, including 12 business
development companies, which would be subject to the proposed
amendments that may be considered small entities.\124\
---------------------------------------------------------------------------
\123\ This estimate is based on staff analysis of issuers,
excluding co-registrants, subsidiaries, or asset-backed issuers,
with EDGAR filings of Forms 10-K, 20-F, and 40-F, or amendments to
these forms, filed during the calendar year of January 1, 2020, to
December 31, 2020 or filed by September 1, 2020 that, if timely
filed by the applicable deadline, would have been filed between
January 1 and December 31, 2021. Analysis is based on data from XBRL
filings, Compustat, and Ives Group Audit Analytics and manual review
of filings submitted to the Commission.
\124\ See 15 U.S.C. 80a et seq. The estimate is based upon staff
analysis of issuers as of December 2021 that have aggregate net
assets under $50 million and whose adviser/sponsor is not affiliated
with a larger organization (as defined by Rule 0-10 of the
Investment Company Act). It includes registrants that are delinquent
or have begun the deregistration process and may include new funds
that have not filed their first statement with financials.
---------------------------------------------------------------------------
C. Significant Issues Raised by Public Comments
In the Proposing Release, we requested comment on all aspects of
the IRFA, including the number of small entities that would be affected
by the Proposed Rules, the existence or nature of the potential impact
of the proposals on small entities discussed in the analysis, and how
to quantify the impact of the Proposed Rules. We did not receive any
comments specifically addressing the IRFA. We received a number of
comments on other aspects of the Proposed Rules \125\ and considered
those comments in developing the FRFA.
---------------------------------------------------------------------------
\125\ See supra Section II.
---------------------------------------------------------------------------
D. Projected Reporting, Recordkeeping, and Other Compliance
Requirements
As noted in Section IV.C., the amendments will not substantively
affect the filings currently made under Rules 101(b)(2), (5), (6), or
(9) or the foreign language documents submitted under Rule 306.
Therefore, the reporting or compliance burdens associated with
associated forms, schedules, reports, and applications for small
entities will remain unchanged under these amendments.
The amendments will however impose new submission obligations on
certain registrants. In particular, the amendments mandate the
electronic submission of the ``glossy'' annual report to security
holders and the electronic submission in Inline XBRL format of the
financial statements and accompanying notes required by Form 11-K. In
addition, to the extent that a filer has not previously filed documents
on EDGAR electronically, registrants who previously filed or submitted
in paper format under Rule 101(b) would need to apply for access to
file on EDGAR on Form ID.
Additionally, the amendments would mandate electronic filing of
Form 144 with respect to securities issued by companies subject to
Exchange Act reporting requirements. We anticipate that this amendment
would cause a number of filers, including small entities, using EDGAR
to file their Form 144 electronically who do not currently do so,
thereby modestly increasing their compliance obligations.
Section II discusses the amendments in detail. Sections IV and V
discuss the economic impact, including the estimated costs and
benefits, of the amendments to all affected entities. Compliance with
certain provisions of the amendments may require the use of
professional skills, including legal and technical skills.
E. Agency Action To Minimize Effect on Small Entities
The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant adverse effect
on small entities. Accordingly, we considered the following
alternatives:
<bullet> Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
<bullet> Clarifying, consolidating or simplifying compliance and
reporting requirements for small entities under our rules as revised by
the amendments;
<bullet> Using performance rather than design standards; and
<bullet> Exempting small entities from coverage of all or part of
the amendments.
Partially or completely exempting small entities from the
electronic filing requirements would undermine our stated objective of
facilitating more efficient transmission, dissemination, analysis,
storage and retrieval of documents that are currently filed in paper,
and we expect any increased burden associated with most of the proposed
amendments to be small. With respect to the amendments to mandate the
electronic submission of ``glossy'' annual reports to security holders
and the proposed amendments to mandate the use of Inline XBRL for the
filing of financial statements and accompanying notes to the financial
statements required by Form 11-K, we are providing six-month and three-
year transition periods, respectively, for all registrants, including
small entities.
We believe these transition periods will provide adequate time for
all filers to prepare for and manage the burdens associated with these
new obligations. Moreover, to the extent that the amendments increase
the ease and efficiency with which certain documents can be submitted
to the Commission, they should benefit all filers, including small
entities. In this regard, it appears that few filers currently take
advantage of paper filing options under our current rules. For these
reasons, we do not believe that it
[[Page 35409]]
is necessary to establish different compliance timetables or reporting
requirements for small entities or to clarify, consolidate or simplify
the requirements.
The amendments use design rather than performance standards in
order to promote uniform filing requirements for all registrants.
VII. Statutory Authority
The amendments contained in this document are being adopted under
the authority set forth in Sections 6, 7, 8, 10 and 19(a) of the
Securities Act, Sections 3, 12, 13, 14, 15(d), 16, 23(a) and 35A of the
Exchange Act, and Sections 10 and 38 of the Investment Company Act.
List of Subjects in 17 CFR Parts 230, 232, 239, 240 and 249
Reporting and recordkeeping requirements, Securities.
For the reasons set out in the preamble, the Commission proposes to
amend title 17, chapter II of the Code of Federal Regulations as
follows:
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
0
1. The general authority citation for part 230 continues to read as
follows:
Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
0
2. Amend Sec. 230.144 by:
0
a. Revising paragraph (h)(1);
0
b. Redesignating paragraph (h)(2) as (h)(3); and
0
c. Adding a new paragraph (h)(2).
The revisions and additions to read as follows:
Sec. 230.144 Persons deemed not to be engaged in a distribution and
therefore not underwriters.
* * * * *
(h) Notice of proposed sale. (1) Reporting issuers. If the issuer
is, and has been for a period of at least 90 days immediately before
the sale, subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act and the amount of securities to be sold in reliance
upon this rule during any period of three months exceeds 5,000 shares
or other units or has an aggregate sale price in excess of $50,000, a
notice on Form 144 (Sec. 239.144 of this chapter) shall be filed
electronically with the Commission.
(2) Non-reporting issuers. If the issuer is not subject to the
reporting requirements of section 13 or 15(d) of the Exchange Act, and
the amount of securities to be sold in reliance upon this rule during
any period of three months exceeds 5,000 shares or other units or has
an aggregate sale price in excess of $50,000, three copies of a notice
on Form 144 (Sec. 239.144 of this chapter) shall be filed with the
Commission.
* * * * *
0
3. Amend Sec. 230.158 by revising paragraph (b)(2) to read as follows:
Sec. 230.158 Definitions of certain terms in the last paragraph of
section 11(a).
* * * * *
(b) * * *
(2) Has filed its report or reports on Form 10-K, Form 10-Q, Form
8-K, Form 20-F, Form 40-F, or Form 6-K, or has submitted to the
Commission in electronic format, in accordance with the EDGAR Filer
Manual, its annual report sent to security holders pursuant to Rule
14a-3(c) (Sec. 240.14a-3(c) of this chapter) containing such
information. A registrant may use other methods to make an earning
statement ``generally available to its security holders'' for purposes
of the last paragraph of section 11(a).
* * * * *
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
4. The general authority citation for part 232 continues to read in
part as follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
0
5. Amend Sec. 232.101 by:
0
a. Revising paragraphs (a)(1)(i) and (iii);
0
b. Removing the word ``and'' at the end of paragraph (a)(1)(xix);
0
c. Adding and reserving paragraphs (a)(1)(xxii) through (xxx);
0
d. Removing and reserving paragraphs (b)(1) through (6), and (9);
0
e. Revising the paragraph (c) heading and introductory text; and
0
f. Removing and reserving paragraphs (c)(6) and (8).
The revisions and additions to read as follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) * * *
(1) * * *
(i) Registration statements and prospectuses filed pursuant to the
Securities Act (15 U.S.C. 77a, et seq.) or registration statements
filed pursuant to Section 12(b) or 12(g) of the Exchange Act (15 U.S.C.
78l(b) or (g)), and certifications that a security has been approved by
an exchange for listing and registration filed pursuant to Section
12(d) of the Exchange Act (15 U.S.C. 78l(d)) and Sec. 240.12d1-3 of
this chapter (Rule 12d1-3) under the Exchange Act. The certification
that a security has been approved by an exchange for listing and
registration must be made on EDGAR in the electronic format required by
the EDGAR Filer Manual, as defined in Sec. 232.11 of this chapter
(Rule 11 of Regulation S-T). Notwithstanding Sec. 232.104 of this
chapter (Rule 104 of Regulation S-T), the certification filed under
this paragraph will be considered as officially filed with the
Commission;
* * * * *
(iii) Statements, reports and schedules filed with the Commission
pursuant to sections 13, 14, 15(d) or 16(a) of the Exchange Act (15
U.S.C. 78m, 78n, 78o(d), 78p(a)), and proxy materials required to be
furnished for the information of the Commission pursuant to Rules 14a-3
and 14c-3 or in connection with annual reports on Form 10-K (Sec.
249.310 of this chapter) filed pursuant to section 15(d) of the
Exchange Act;
Note 1 to paragraph (a)(1)(iii). Electronic filers filing Schedules
13D and 13G with respect to foreign private issuers should include in
the submission header all zeroes (i.e., 00-0000000) for the IRS tax
identification number because the EDGAR system requires an IRS number
tag to be inserted for the subject company as a prerequisite to
acceptance of the filing.
Note 2 to paragraph (a)(1)(iii). Foreign private issuers must file
or submit their Form 6-K reports (Sec. 249.306 of this chapter) in
electronic format.
* * * * *
(xxii) [Reserved]
(xxiii) [Reserved]
(xxiv) Annual reports to security holders furnished for the
information of the Commission under Sec. 240.14a-3(c) of this chapter
or Sec. 240.14c-3(b) of this chapter, under the requirements of Form
10-K (Sec. 249.310 of this chapter) filed by registrants under
Exchange Act Section 15(d) (15 U.S.C. 78o(d)), or by foreign private
issuers filed on Form 6-K (Sec. 249.306 of this chapter) under Sec.
240.13a-16 of this chapter or Sec. 240.15d-16 of this chapter;
(xxv) Notices of exempt solicitation furnished for the information
of the Commission pursuant to Rule 14a-6(g) (Sec. 240.14a-6(g) of this
chapter) and notices of exempt preliminary roll-up
[[Page 35410]]
communications furnished for the information of the Commission pursuant
to Sec. 240.14a-6(n) of this chapter (Rule 14a-6(n));
(xxvi) Form 11-K (Sec. 249.311 of this chapter);
(xxvii) Form 144 (Sec. 239.144 of this chapter), where the issuer
of the securities is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d),
respectively);
(xxviii) Periodic reports and reports with respect to distributions
of primary obligations filed by:
(A) The International Bank for Reconstruction and Development under
Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a))
and part 285 of this chapter;
(B) The Inter-American Development Bank under Section 11(a) of the
Inter-American Development Bank Act (22 U.S.C. 283h(a)) and part 286 of
this chapter;
(C) The Asian Development Bank under Section 11(a) of the Asian
Development Bank Act (22 U.S.C. 285h(a)) and part 287 of this chapter;
(D) The African Development Bank under Section 9(a) of the African
Development Bank Act (22 U.S.C. 290i-9(a)) and part 288 of this
chapter;
(E) The International Finance Corporation under Section 13(a) of
the International Finance Corporation Act (22 U.S.C. 282k(a)) and part
289 of this chapter; and
(F) The European Bank for Reconstruction and Development under
Section 9(a) of the European Bank for Reconstruction and Development
Act (22 U.S.C. 290l-7(a)) and part 290 of this chapter;
(xxix) A report or other document submitted by a foreign private
issuer under cover of Form 6-K (Sec. 249.306 of this chapter) that the
issuer must furnish and make public under the laws of the jurisdiction
in which the issuer is incorporated, domiciled or legally organized
(the foreign private issuer's ``home country''), or under the rules of
the home country exchange on which the issuer's securities are traded,
as long as the report or other document is not a press release, is not
required to be and has not been distributed to the issuer's security
holders, and, if discussing a material event, has already been the
subject of a Form 6-K or other Commission filing or submission on
EDGAR; and
(xxx) Documents filed with the Commission pursuant to section 33 of
the Investment Company Act (15 U.S.C. 80a-32).
* * * * *
(c) Documents that shall not be submitted in electronic format on
EDGAR. Except as otherwise specified in paragraph (d) of this section,
the following shall not be submitted in electronic format on EDGAR:
* * * * *
0
6. Amend Sec. 232.306 by revising the first sentence of paragraph (a)
and paragraphs (b) and (c) to read as follows:
Sec. 232.306 Foreign language documents and symbols.
(a) All electronic filings and submissions must be in the English
language, except as otherwise provided by paragraphs (b) through (d) of
this section. * * *
(b) When including an English summary or English translation of a
foreign language document in an electronic filing or submission, a
party may also submit a copy of the unabridged foreign language
document with the filing in the electronic format required by the EDGAR
Filer Manual. A filer must provide a copy of any foreign language
document upon the request of Commission staff.
(c) A foreign government or its political subdivision must
electronically file a fair and accurate English translation, if
available, of its latest annual budget as presented to its legislative
body, as Exhibit B to Form 18 (Sec. 249.218 of this chapter) or
Exhibit (c) to Form 18-K (Sec. 249.318 of this chapter). If no English
translation is available, a foreign government or political subdivision
must submit a copy of the foreign language version of its latest annual
budget with the filing in the electronic format required by the EDGAR
Filer Manual.
* * * * *
0
7. Amend Sec. 232.311 by:
0
a. Revising paragraphs (b) and (c); and
0
b. Removing and reserving paragraphs (d) through (f).
The revisions to read as follows:
Sec. 232.311 Documents submitted in paper under cover of Form SE.
* * * * *
(b) The Form SE shall be submitted in the following manner:
(1) If the subject of a temporary hardship exemption is an exhibit
only, the filer must file the exhibit and a Form TH (Sec. Sec. 239.65,
249.447, 269.1, and 274.404 of this chapter) under cover of Form SE
(Sec. Sec. 239.64, 249.444, 269.8, and 274.403 of this chapter) no
later than one business day after the date the exhibit was to be filed
electronically.
(2) An exhibit filed pursuant to a continuing hardship exemption
may be filed up to six business days prior to, or on the date of filing
of, the electronic format document to which it relates but shall not be
filed after such filing date. If a paper document is submitted in this
manner, requirements that the document be filed with, provided with or
accompany the electronic filing shall be satisfied.
(c) Any requirements as to delivery or furnishing the information
to persons other than the Commission shall not be affected by this
section.
* * * * *
0
8. Amend Sec. 232.405 by:
0
a. Revising the introductory text and paragraphs (a)(2) and (4);
0
b. Revising paragraph (b)(1)(ii);
0
c. Revising paragraph (c) introductory text and paragraph (e)
introductory text; and
0
d. Revising Note 1 to Sec. 232.405.
The revisions read as follows:
Sec. 232.405 Interactive Data File submissions.
This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), General Instruction F of Form 11-K (Sec. 249.311),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec. 239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec. 249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec. 249.306 of this chapter), and
General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and
274.11A of this chapter), General Instruction I of Form N-2 (Sec. Sec.
239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h) of
Form N-3 (Sec. Sec. 239.17a and 274.11b of this chapter), General
Instruction C.3.(h) of Form N-4 (Sec. Sec. 239.17b and 274.11c of this
chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec. 239.17c
and 274.11d of this chapter), and General Instruction C.4 of Form N-CSR
(Sec. Sec. 249.331 and 274.128 of this chapter) specify when
electronic filers are required or permitted to submit an Interactive
Data File (Sec. 232.11), as further described in note 1 to this
section. This section imposes content, format and submission
requirements for an Interactive Data File, but does not change the
substantive content requirements for the financial and other
disclosures in the Related Official Filing (Sec. 232.11).
(a) * * *
(2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this
[[Page 35411]]
chapter (Item 601(b)(101) of Regulation S-K), General Instruction F of
Form 11-K (Sec. 249.311), paragraph (101) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10 (Sec.
239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec. 249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec. 249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec. 249.306 of this chapter), General Instruction C.3.(g) of Form N-
1A (Sec. Sec. 239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec. 239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec. 239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec. 239.17c and 274.11d of this chapter),
or General Instruction C.4 of Form N-CSR (Sec. Sec. 249.331 and
274.128 of this chapter), as applicable;
* * * * *
(4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, Item 601(b)(101) of Regulation S-K (Sec. 229.601(b)(101)
of this chapter), General Instruction F of Form 11-K (Sec. 249.311 of
this chapter), paragraph (101) of Part II--Information Not Required to
be Delivered to Offerees or Purchasers of Form F-10 (Sec. 239.40 of
this chapter), paragraph 101 of the Instructions as to Exhibits of Form
20-F (Sec. 249.220f of this chapter), paragraph B.(15) of the General
Instructions to Form 40-F (Sec. 249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form 6-K (Sec. 249.306 of this
chapter), General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A
and 274.11A of this chapter), General Instruction I of Form N-2
(Sec. Sec. 239.14 and 274.11a-1 of this chapter), General Instruction
C.3.(h) of Form N-3 (Sec. Sec. 239.17a and 274.11b of this chapter),
General Instruction C.3.(h) of Form N-4 (Sec. Sec. 239.17b and 274.11c
of this chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.
239.17c and 274.11d of this chapter); or General Instruction C.4 of
Form N-CSR (Sec. Sec. 249.331 and 274.128 of this chapter).
* * * * *
(b) * * *
(1) * * *
(ii) As applicable, all schedules set forth in Article 6A of
Regulation S-X (Sec. Sec. 210.6A-01-210.6A-05) and Article 12 of
Regulation S-X (Sec. Sec. 210.12-01-210.12-29), and all schedules
prepared by plans in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974 (29
U.S.C. 1001 et seq.) and filed with the Commission on Form 11-K (Sec.
249.311).
* * * * *
(c) Format--Generally. An Interactive Data File must comply with
the following requirements, except as modified by paragraph (d) or (e)
of this section, as applicable, with respect to the corresponding data
in the Related Official Filing consisting of footnotes to financial
statements or financial statement schedules as set forth in Article 6A
of Regulation S-X, Article 12 of Regulation S-X or the financial
reporting requirements of the Employee Retirement Income Security Act
of 1974 (29 U.S.C. 1001 et seq.), as applicable:
* * * * *
(e) Format--Schedules--Generally. The part of the Interactive Data
File for which the corresponding data in the Related Official Filing
consists of financial statement schedules as set forth in 17 CFR
210.6A-01 through 210.6A-05) (Article 6A of Regulation S-X), Sec. Sec.
210.12-01 through 210.12-29 of this chapter (Article 12 of Regulation
S-X), or the financial reporting requirements of the Employee
Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), as
applicable, must comply with the requirements of paragraphs (c)(1) and
(2) of this section, as modified by this paragraph (e). Such financial
statement schedules must be tagged as follows:
* * * * *
Note 1 to Sec. 232.405: Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of Regulation S-K) specifies the circumstances under
which an Interactive Data File must be submitted and the circumstances
under which it is permitted to be submitted, with respect to Sec.
239.11 of this chapter (Form S-1), Sec. 239.13 of this chapter (Form
S-3), Sec. 239.25 of this chapter (Form S-4), Sec. 239.18 of this
chapter (Form S-11), Sec. 239.31 of this chapter (Form F-1), Sec.
239.33 of this chapter (Form F-3), Sec. 239.34 of this chapter (Form
F-4), Sec. 249.310 of this chapter (Form 10-K), Sec. 249.308a of this
chapter (Form 10-Q), and Sec. 249.308 of this chapter (Form 8-K).
General Instruction F of Sec. 249.311 of this chapter (Form 11-K)
specifies the circumstances under which an Interactive Data File must
be submitted, and the circumstances under which it is permitted to be
submitted, with respect to Form 11-K. Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers of
Sec. 239.40 of this chapter (Form F-10) specifies the circumstances
under which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with respect
to Form F-10. Paragraph 101 of the Instructions as to Exhibits of Sec.
249.220f of this chapter (Form 20-F) specifies the circumstances under
which an Interactive Data File must be submitted and the circumstances
under which it is permitted to be submitted, with respect to Form 20-F.
Paragraph B.(15) of the General Instructions to Sec. 249.240f of this
chapter (Form 40-F) and Paragraph C.(6) of the General Instructions to
Sec. 249.306 of this chapter (Form 6-K) specify the circumstances
under which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with respect
to Sec. 249.240f of this chapter (Form 40-F) and Sec. 249.306 of this
chapter (Form 6-K). Section 229.601(b)(101) (Item 601(b)(101) of
Regulation S-K), paragraph (101) of Part II--Information not Required
to be Delivered to Offerees or Purchasers of Form F-10, paragraph 101
of the Instructions as to Exhibits of Form 20-F, paragraph B.(15) of
the General Instructions to Form 40-F, and paragraph C.(6) of the
General Instructions to Form 6-K all prohibit submission of an
Interactive Data File by an issuer that prepares its financial
statements in accordance with 17 CFR 210.6-01 through 210.6-10 (Article
6 of Regulation S-X). For an issuer that is a management investment
company or separate account registered under the Investment Company Act
of 1940 (15 U.S.C. 80a et seq.) or a business development company as
defined in Section 2(a)(48) of the Investment Company Act of 1940 (15
U.S.C. 80a-2(a)(48)), General Instruction C.3.(g) of Form N-1A
(Sec. Sec. 239.15A and 274.11A of this chapter), General Instruction I
of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this chapter), General
Instruction C.3.(h) of Form N-3 (Sec. Sec. 239.17a and 274.11b of this
chapter), General Instruction C.3.(h) of Form N-4 (Sec. Sec. 239.17b
and 274.11c of this chapter), General Instruction C.3.(h) of Form N-6
(Sec. Sec. 239.17c and 274.11d of this chapter), and General
Instruction C.4 of Form N-CSR (Sec. Sec. 249.331 and 274.128 of this
chapter), as applicable, specifies the circumstances under which an
Interactive Data File must be submitted.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
9. The authority citation for part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30,
[[Page 35412]]
and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat. 312, unless
otherwise noted.
* * * * *
Sections 239.63 and 239.64 are also issued under 15 U.S.C. 77f,
77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 80a-8, 80a-24, 80a-29, and 80a-37.
0
10. Amend Form F-10 (referenced in Sec. 239.40) by revising General
Instruction II.L to read as follows:
Note: The text of Form F-10 does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
GENERAL INSTRUCTIONS
* * * * *
II. * * *
L. Where the offering registered on this Form is being made
pursuant to the home jurisdiction's shelf prospectus offering
procedures or procedures for pricing offerings after the final receipt
has been issued, each supplement to, or supplemented version of, the
home jurisdiction disclosure document(s) prepared under such procedures
shall be filed with the Commission in electronic format via the EDGAR
system within one business day after such supplement or supplemented
version is filed with the principal jurisdiction. Such filings shall be
deemed not to constitute amendments to this registration statement.
Each such filing shall contain in the upper right hand corner of the
cover page the following legend, which may be set forth in longhand if
legible: ``Filed pursuant to General Instruction II.L. of Form F-10;
File No. 33--[insert number of the registration statement].''
Note: Offerings registered on this Form, whether or not made
contemporaneously in Canada, may be made pursuant to National Policy
Statement No. 44 shelf prospectus offering procedures and procedures
for pricing offerings after the final receipt has been issued. Rules
415 and 430A under the Securities Act are not available for offerings
registered on this Form.
* * * * *
0
11. Amend Form F-X (referenced in Sec. 239.42) by:
0
a. Revising the introductory text to General Instruction II;
0
b. Removing General Instruction II.B.(2) and the corresponding Note on
the cover page; and
0
c. Redesignating General Instruction II.B.(3) as General Instruction
II.B.(2).
The revisions to read as follows:
Note: The text of Form F-X does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
* * * * *
GENERAL INSTRUCTIONS
* * * * *
II. A filer must file the Form F-X in electronic format via the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system in accordance with the EDGAR rules set forth in Regulation S-T
(17 CFR part 232). For assistance with EDGAR issues, please consult the
EDGAR--Information for Filers web page on <a href="http://SEC.gov">SEC.gov</a>.
* * * * *
0
12. Amend Form SE (referenced in Sec. Sec. 239.64, 249.444, 269.8, and
274.403) by:
0
a. On the cover page removing the text ``__ Rule 311 (Permitted Paper
Exhibit)'';
0
b. Revising paragraph 1.A of the General Instructions; and
0
c. Revising the first sentence of paragraph 3.B of the General
Instructions.
The revisions to read as follows:
Note: The text of Form SE does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SE
FORM FOR SUBMISSION OF PAPER FORMAT EXHIBITS BY EDGAR ELECTRONIC FILERS
* * * * *
FORM SE GENERAL INSTRUCTIONS
1. * * *
A. Electronic filers must use this form to submit any paper format
exhibit under the Securities Act of 1933, the Securities Exchange Act
of 1934, the Trust Indenture Act of 1939, or the Investment Company Act
of 1940, provided that the submission of such exhibit in paper is
permitted under Rule 201 or 202 of Regulation S-T (Sec. Sec. 232.201
or 232.202 of this chapter).
* * * * *
3. * * *
B. If you are filing the exhibit under a continuing hardship
exemption under Rule 202 of Regulation S-T (Sec. 232.202 of this
chapter), you may file the exhibit in paper under cover of Form SE up
to six business days before or on the date of filing of the electronic
format document to which it relates; you may not file the exhibit after
the filing date of the electronic document to which it relates. * * *
* * * * *
0
13. Amend Sec. 239.144 by revising paragraph (a) to read as follows:
(a) Except as indicated in paragraph (b) of this section, each
person who intends to sell securities in reliance upon Sec. 230.144 of
this chapter shall file this form in electronic format by means of the
Commission's Electronic Data, Gathering, Analysis, and Retrieval system
(EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T
(17 CFR part 232 of this chapter).
* * * * *
0
14. Amend Form 144 (referenced in Sec. 239.144) by:
0
a. Removing the text ``ATTENTION: Transmit for filing 3 copies of this
form concurrently with either placing an order with a broker to execute
sale or executing a sale directly with a market maker.'' and add in its
place ``ATTENTION: This form must be filed in electronic format by
means of the Commission's Electronic Data Gathering, Analysis, and
Retrieval system (EDGAR) in accordance with the EDGAR rules set forth
in Regulation S-T (17 CFR part 232), except that where the issuer of
the securities is not subject to the reporting requirements of section
13 or 15(d) of the Exchange Act, this form must be filed in accordance
with Securities Act Rule 144(h)(2). For assistance with EDGAR issues,
please consult the EDGAR--Information for Filers web page on <a href="http://SEC.gov">SEC.gov</a>;
0
b. Removing the text ``INSTRUCTION: The person filing this notice
should contact the issuer to obtain the I.R.S. Identification Number
and the SEC. File Number.'' and add in its place ``INSTRUCTION: The
filer should contact the issuer to obtain the SEC. File Number.'';
0
c. Removing the data field box ``1(b)'';
0
d. Redesignating the data field boxes 1(c) through 1(e) as 1(b) through
1(d);
0
e. Removing the data field box ``2(c)'';
0
f. Removing Instructions 1(b) and 2(c);
0
g. Redesignating Instructions 1(c) through 1(e) as 1(b) through 1(d);
and
[[Page 35413]]
Note: The text of Form 144 does not and this amendment will not
appear in the Code of Federal Regulations.
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
0
15. The authority citation for part 240 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm,
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et
seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C.
1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-
106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *
Sections 240.14a-3, 240.14a-13, 240.14b-1 and 240.14c-7 also
issued under secs. 12, 14 and 17, 15 U.S.C. 781, 78n and 78g;
Sections 240.14c-1 to 240.14c-101 also issued under sec. 14, 48
Stat. 895; 15 U.S.C. 78n;
* * * * *
0
16. Amend Sec. 240.12d1-3 by revising paragraph (c) to read as
follows:
Sec. 240.12d1-3 Requirements as to certification.
* * * * *
(c) The certification must be filed in electronic format via the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system in accordance with the EDGAR rules set forth in Sec. 232 of
this chapter (Regulation S-T).
0
17. Amend Sec. 240.14a-3 by revising paragraph (c) to read as follows:
Sec. 240.14a-3 Information to be furnished to security holders.
* * * * *
(c) The report sent to security holders pursuant to this rule shall
be submitted in electronic format, in accordance with the EDGAR Filer
Manual, to the Commission, solely for its information, not later than
the date on which such report is first sent or given to security
holders or the date on which preliminary copies, or definitive copies,
if preliminary filing was not required, of solicitation material are
filed with the Commission pursuant to Sec. 240.14a-6, whichever date
is later. The report is not deemed to be ``soliciting material'' or to
be ``filed'' with the Commission or subject to this regulation
otherwise than as provided in this Rule, or to the liabilities of
section 18 of the Act, except to the extent that the registrant
specifically requests that it be treated as a part of the proxy
soliciting material or incorporates it in the proxy statement or other
filed report by reference.
* * * * *
0
18. Amend Sec. 240.14c-3 by revising paragraph (b) to read as follows:
Sec. 240.14c-3 Annual report to be furnished security holders.
* * * * *
(b) The report sent to security holders pursuant to this rule shall
be submitted in electronic format, in accordance with the EDGAR Filer
Manual, to the Commission, solely for its information, not later than
the date on which such report is first sent or given to security
holders or the date on which preliminary copies, or definitive copies,
if preliminary filing was not required, of the information statement
are filed with the Commission pursuant to Sec. 240.14c-5, whichever
date is later. The report is not deemed to be ``filed'' with the
Commission or subject to this regulation otherwise than as provided in
this rule, or to the liabilities of section 18 of the Act, except to
the extent that the registrant specifically requests that it be treated
as a part of the information statement or incorporates it in the
information statement or other filed report by reference.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
19. The authority citation for part 249 continues to read in part as
follows:
Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001 Pub. L. 114-
94, 129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134
Stat. 1063 (2020), unless otherwise noted.
Section 249.220f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 401(b), 406 and 407, Public Law 107-204, 116 Stat.
745, and secs. 2 and 3, Public Law 116-222, 134 Stat. 1063.
Section 249.240f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 406 and 407, Public Law 107-204, 116 Stat. 745.
* * * * *
Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Public Law 107-204, 116 Stat. 745.
* * * * *
0
20. Amend Form 20-F (referenced in Sec. 249.220f) by adding Item 10.J
to read as follows:
Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
* * * * *
PART I
* * * * *
Item 10. * * *
J. Annual Report to Security Holders. If a registrant is required
to provide an annual report to security holders in response to the
requirements of Form 6-K (Sec. 249.306 of this chapter), the
registrant must submit the annual report to security holders in
electronic format in accordance with the EDGAR Filer Manual.
* * * * *
0
21. Amend Form 40-F (referenced in Sec. 249.240f) by revising General
Instruction B.(3) to read as follows:
Note: The text of Form 40-F does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 40-F
* * * * *
GENERAL INSTRUCTIONS
* * * * *
B. * * *
(3) Registrants reporting pursuant to Section 13(a) or 15(d) of the
Exchange Act should file under cover of this form the annual
information form required under Canadian law and the Registrant's
audited annual financial statements and accompanying management's
discussion and analysis. Registrants shall furnish under the cover of
Form 6-K all other information material to an investment decision that
a Registrant:
(i) makes or is required to make public pursuant to the law of the
jurisdiction of its domicile,
(ii) filed or is required to file with a stock exchange on which
its securities are traded, or
(iii) distributes or is required to distribute to its security
holders.
Note to paragraphs (1) and (3) of General Instruction B: If General
Instructions B.(1) or (3) of this Form require a registrant to furnish
an annual report to security holders, the registrant shall satisfy this
requirement by promptly submitting an English version of its annual
report to security holders in electronic format in accordance with the
EDGAR Filer Manual.
* * * * *
[[Page 35414]]
0
22. Amend Form 6-K (referenced in Sec. 249.306) by:
0
a. On the cover page removing the text ``Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): __
Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): __
Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrant's ``home
country''), or under the rules of the home country exchange on which
the registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.''; and
0
b. Revising paragraph C(2) of the General Instructions;
0
c. Revising paragraph C(3) of the General Instructions; and
0
d. Adding paragraph C(7) of the General Instructions.
The revisions and additions to read as follows:
Note: The text of Form 6-K does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
* * * * *
GENERAL INSTRUCTIONS
* * * * *
C. * * *
(2) An issuer may submit a Form 6-K in paper under a hardship
exemption provided by Rules 201 or 202 of Regulation S-T (17 CFR
232.201 or 232.202).
Note to paragraph (2): An issuer that is or will be incorporating
by reference all or part of an annual or other report to security
holders, or of any part of a paper Form 6-K, into an electronic filing
must file the incorporated portion in electronic format as an exhibit
to the filing in accordance with Rule 303(b) of Regulation S-T (17 CFR
232.303(b)).
(3) When submitting a Form 6-K in paper under a hardship exemption,
an issuer must provide the appropriate legend required by either Rule
201(a)(2) or Rule 202(c) of Regulation S-T (17 CFR 232.201(a)(2) or
232.202(c)) on the cover page of the Form 6-K.
* * * * *
(7) Annual Report to Security Holders. If General Instruction B of
this form requires an issuer to furnish an annual report to security
holders, the issuer shall satisfy this requirement by promptly
submitting an English version of its annual report to security holders
in electronic format in accordance with the EDGAR Filer Manual.
* * * * *
0
23. Amend Form 10-K (referenced in Sec. 249.310) by revising paragraph
(a) that follows the text ``Supplemental Information to be Furnished
With Reports Filed Pursuant to Section 15(d) of the Act by Registrants
Which Have Not Registered Securities Pursuant to Section 12 of the
Act''.
The revision reads as follows:
Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.
(a) Except to the extent that the materials enumerated in (1) and/
or (2) below are specifically incorporated into this Form by reference,
every registrant which files an annual report on this Form pursuant to
Section 15(d) of the Act must furnish to the Commission for its
information at the time of filing its report on this form, an
electronic submission in accordance with the EDGAR Filer Manual, of the
following:
* * * * *
0
24. Amend Form 11-K (referenced in Sec. 249.311) by:
0
a. Revising General Instruction E; and
0
b. Adding paragraph 5 of Required Information.
The revisions and additions to read as follows:
Note: The text of Form 11-K does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
* * * * *
GENERAL INSTRUCTIONS
* * * * *
E. Electronic Filers
Reports on this Form must be filed in electronic format. See Rule
101(a)(xxvi) of Regulation S-T (Sec. 232.101(a)(xxvi) of this
chapter).
F. Interactive Data
All financial statements and schedules required to be included on
this report on Form 11-K, including any financial statements and
schedules included as an exhibit to this report pursuant to General
Instruction D, must be provided as an Interactive Data File in
accordance with Rule 405 of Regulation S-T (Sec. 232.405 of this
chapter).
* * * * *
* * * * *
0
25. Amend Form CB (referenced in Sec. 239.800 and Sec. 249.480) by:
0
a. Removing the line ``Filed or submitted in paper if permitted by
Regulation S-T Rule 101(b)(8) [ ]'' and the corresponding Note on the
cover page; and
0
b. Removing General Instruction II.A.(2) and redesignating General
Instruction II.A.(3) and (4) as General Instruction II.A.(2) and (3).
By the Commission.
Dated: June 2, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-12253 Filed 6-9-22; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on June 10, 2022.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.