Rule2023-03931
Extending Form 144 EDGAR Filing Hours
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
February 27, 2023
Effective
March 20, 2023
Issuing agencies
Securities and Exchange Commission
Abstract
We are adopting an amendment to Regulation S-T to extend the filing deadline for Form 144 from 5:30 p.m. to 10 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, on Commission business days. We are also adopting technical amendments to enhance the consistency of recently revised provisions related to the filing format of Form 144.
Full Text
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<title>Federal Register, Volume 88 Issue 38 (Monday, February 27, 2023)</title>
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[Federal Register Volume 88, Number 38 (Monday, February 27, 2023)]
[Rules and Regulations]
[Pages 12205-12210]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-03931]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 232, 239, 240, and 260
[Release Nos. 33-11159; 34-96959; 39-2548]
Extending Form 144 EDGAR Filing Hours
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: We are adopting an amendment to Regulation S-T to extend the
filing deadline for Form 144 from 5:30 p.m. to 10 p.m., Eastern
Standard Time or Eastern Daylight Saving Time, whichever is currently
in effect, on Commission business days. We are also adopting technical
amendments to enhance the consistency of recently revised provisions
related to the filing format of Form 144.
DATES: Effective date: The amendments are effective on March 20, 2023.
FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel,
Office of Rulemaking, Division of Corporation Finance at (202) 551-
3430.
SUPPLEMENTARY INFORMATION: We are adopting amendments to:
[[Page 12206]]
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Commission reference CFR citation
(17 CFR)
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Securities Act of 1933 [15 U.S.C. 77a Rule 110........................ Sec. 230.110.
et seq.] (``Securities Act'').
Regulation S-T........................ ................................ Sec. Sec. 232.10 through 232.903.
Rule 12......................... Sec. 232.12.
Rule 13......................... Sec. 232.13.
Rule 101........................ Sec. 232.101.
Securities Act........................ Form 144........................ Sec. 239.144.
Securities Exchange Act of 1934 [15 Rule 0-2........................ Sec. 240.0-2.
U.S.C. 78a et seq.] (``Exchange
Act'').
Trust Indenture Act of 1939 [15 U.S.C. Rule 0-5........................ Sec. 260.0-5.
77aaa et seq.] (``Trust Indenture
Act'').
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I. Discussion
On June 2, 2022, the Commission adopted rule and form amendments to
mandate the electronic filing on EDGAR \1\ of Forms 144 \2\ reporting
the sale of securities of issuers subject to the reporting requirements
of section 13 or 15(d) of the Exchange Act \3\ (``reporting
issuers'').\4\ The Electronic Filing Release provides that the
requirement to file Form 144 electronically regarding reporting issuers
will begin six months after 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. The Commission adopted
that version of the EDGAR Filer Manual on September 19, 2022, and the
Federal Register published it on October 13, 2022.\5\ Accordingly, the
Commission issued an announcement stating that the electronic filing
requirement will begin on April 13, 2023.\6\
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\1\ The Commission receives filings through its Electronic Data
Gathering, Analysis, and Retrieval (``EDGAR'') system.
\2\ Form 144 is referenced in 17 CFR 239.144. Pursuant to 17 CFR
230.144(h) (``Rule 144(h)'' under the Securities Act), an affiliate
who intends to resell restricted or control securities of the issuer
in reliance upon 17 CFR 230.144 (``Rule 144'' under the Securities
Act) 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.
\3\ 15 U.S.C. 78m or 78(o)(d), respectively. Specifically, 17
CFR 230.144(h)(1) (``Rule 144(h)(1)'' under the Securities Act)
requires electronic filing on EDGAR of Forms 144 reporting the sale
of securities of issuers that are, and have been for at least 90
days immediately before the sale, subject to the reporting
requirements of section 13 or 15(d) of the Exchange Act.
\4\ See Updating EDGAR Filing Requirements and Form 144 Filings,
Release No. 33-11070 (Jun. 2, 2022) [87 FR 35393 (Jun. 10, 2022)]
(``Electronic Filing Release''). The Electronic Filing Release
removed and reserved then 17 CFR 232.101(b)(4) (then ``Rule
101(b)(4)'' of Regulation S-T), which permitted electronic filing of
Form 144 regarding reporting issuers and added 17 CFR
232.101(a)(1)(xxvii) (``Rule 101(a)(1)(xxvii)''), which will require
it. The Electronic Filing Release also adopted conforming amendments
and amendments to mandate the electronic filing or submission of
other documents.
\5\ See Adoption of Updated EDGAR Filer Manual, Release No. 33-
11101 (Sept. 19, 2022) [87 FR 61977 (Oct. 13, 2022)] (``EDGAR Filer
Manual Release''). The updates to Form 144 included making a
fillable Form 144 available on the EDGAR Online Forms website for
electronic filing on EDGAR.
\6\ See Form 144 Electronic Filing Compliance Date is April 13,
2023 (modified Oct. 18, 2022) available at https://www.sec.gov/oit/
announcement/form-144-electronic-filing-compliance-
date#:~:text=Announcement%20Form%20144%20electronic%20filing%20compli
ance%20date%20is,from%20paper%20to%20electronic%20filing%20of%20Form%
20144.
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Under current rules, a Form 144 submitted by direct transmission
after 5:30 p.m. is deemed filed the next business day.\7\ Section 17
CFR 232.13(a)(2) (``Rule 13(a)(2)'' of Regulation S-T) provides that,
subject to specified exceptions, a filing that meets stated basic
requirements, submitted by direct transmission:
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\7\ All references in this release to submission times and dates
are to Eastern Standard Time or Eastern Daylight Saving Time,
whichever is currently in effect, on weekdays that are not federal
holidays (``business days'').
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<bullet> No later than 5:30 p.m., will be deemed filed on the same
business day; and
<bullet> After 5:30 p.m., will be deemed filed the next business
day.\8\
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\8\ Rule 13(a)(2) expressly refers to direct transmissions
``commencing'' at these times. A direct transmission typically takes
milliseconds to complete. Consequently, as a practical matter, a
direct transmission begins and ends at the same time. As a result,
for simplicity, this release generally omits reference to when a
direct transmission begins or ends.
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Title 17 CFR 232.13(a)(4) (``Rule 13(a)(4)'') provides that,
notwithstanding Rule 13(a)(2), a Form 3, 4, or 5 \9\ or Schedule 14N
\10\ submitted by direct transmission on or before 10:00 p.m. will be
deemed filed on the same business day.\11\ When the Commission mandated
electronic filing of Forms 3, 4, and 5 in 2003, it stated that its
``objective . . . is to create a system that insiders can use
relatively easily themselves'' and ``agree[d with commenters] that
extended filing hours would ease filers' administrative burdens,
without impairing prompt public availability of the filed
information.'' \12\ Similarly, when the Commission adopted Schedule 14N
in 2010, it cited administrative considerations and added Schedule 14N
to the list of filing types with extended filing hours in Rule
13(a)(4).\13\
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\9\ 17 CFR 249.103, 249.104, and 249.105, respectively. In
general, a reporting company's officers, directors and principal
shareholders subject to section 16 of the Exchange Act (15 U.S.C.
78p), must file Forms 3, 4, and 5 to report beneficial ownership of
and transactions in the company's securities.
\10\ 17 CFR 240.14n-101. Generally, a shareholder or group of
shareholders that submits a nominee or nominees for inclusion in a
reporting company's proxy materials under the circumstances 17 CFR
240.14n-1 specifies, must file a Schedule 14N with the Commission
and, simultaneously, provide it to the company.
\11\ In 2022, the Commission proposed amending Rule 13(a)(4) to
add references to 17 CFR 240.13d-101 and 240.13d-102 (Schedules 13D
and 13G, respectively) in connection with its proposal to accelerate
their filing deadlines. See Modernization of Beneficial Ownership
Reporting, Release No. 33-11030 (Feb. 10, 2022) [87 FR 13846 (Mar.
10, 2022)]. Citing the proposed deadlines, the Commission stated
that it anticipated that the proposed amendment to Rule 13(a)(4)
``would ease filers' administrative burdens.'' Id. We are taking no
action in regard to these proposals at this time.
\12\ See Mandated Electronic Filing and website Posting for
Forms 3, 4 and 5, Release No. 33-8230 (May 7, 2003) [68 FR 25788
(May 13, 2003)]. Also in regard to easing administrative burden, the
Commission noted in this release that it had made available ``a new
on-line filing system [accessible through the Commission's website]
to make it easier to [electronically] file Forms 3, 4 and 5.'' Id.
\13\ See Facilitating Shareholder Director Nominations, Release
No. 33-9136 (Aug. 25 2010) [75 FR 56668 (Sept. 16, 2010)] (The
Commission adopted an amendment to Rule 13(a)(4) to add a reference
to Schedule 14N ``to allow nominating shareholders additional time
to file the . . . Schedule 14N and transmit [it] to the company.'').
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The Commission is similarly sensitive to the effort required to
electronically file a Form 144.\14\ Accordingly, the Commission noted
in the Electronic Filing Release that Form 144 filers will benefit from
``planned changes to make [Form 144] an online fillable document that
would facilitate electronic filing''.\15\
[[Page 12207]]
In a further effort to facilitate electronic filing of Form 144, we are
now amending Rule 13(a)(4) to include Form 144.\16\ As a result, upon
effectiveness of these amendments, a Form 144 that otherwise complies
with applicable filing requirements that is submitted by direct
transmission after 5:30 p.m., but no later than 10:00 p.m., will be
deemed filed the same business day.
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\14\ In this regard, we note that, similar to Forms 3, 4, and 5
and Schedule 14N, the obligation to file a Form 144 may be incurred
by a natural person.
\15\ See Electronic Filing Release (``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 . . . filings . . . such as Forms . . . 3, 4, and
5.''). An online fillable Form 144 is now available. See the EDGAR
Filer Manual Release.
\16\ To make the language within Rule 13(a) more consistent, we
also are amending Rule 13(a)(4) by adding ``commencing'' between
``transmission'' and ``on'' in the current phrase ``submitted by
direction transmission on or before 10 p.m.''
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EDGAR will be updated to include Forms 144 and 144/A \17\ among the
submission types that EDGAR will accept and disseminate on the same day
if the submissions are made from 6:00 a.m. to 10:00 p.m. We expect
these updates to be completed on or about March 20, 2023, and disclosed
in the Commission release that adopts the version of the EDGAR Filer
Manual addressing the extended filing hours for Form 144.
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\17\ We use the term ``144/A'' in this context to refer to an
amended Form 144.
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In addition to amending the Form 144 filing deadline, we are making
two technical amendments. First, we are amending three provisions to
correct errors about the time period during which filings made by
direct submission may be submitted to the Commission. In particular, we
are correcting errors in 17 CFR 230.110(c) (``Rule 110'' under the
Securities Act), 240.0-2(c) (``Rule 0-2(c)'' under the Exchange Act),
and 260.0-5(c) (``Rule 0-5(c)'' under the Trust Indenture Act) by
conforming them to 17 CFR 232.12(c) (``Rule 12(c)'' of Regulation S-T)
and Section 2.3.1 of the EDGAR Filer Manual.\18\ Rules 110(c), 0-2(c),
and 0-5(c) currently provide that filings made by direct transmission
may be submitted to the Commission each business day, from ``8 a.m. to
10 p.m.'' In fact, filings may be submitted starting at 6 a.m.
Consequently, we are revising Rules 110(c), 0-2(c), and 0-5(c) to
replace ``8 a.m.'' with ``6 a.m.''
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\18\ To make the language within Rule 12 more consistent, we
also are amending Rule 12(c) by replacing the term ``Eastern Time''
with the term ``Eastern Standard Time or Eastern Daylight Saving
Time, whichever is currently in effect.''
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Second, we are reinstating the Regulation S-T-based requirement for
paper filings of Form 144 for non-reporting issuers that was
inadvertently removed in the Electronic Filing Release.\19\ Before the
Commission issued the Electronic Filing Release, then 17 CFR
232.101(c)(6) (``Rule 101(c)(6)'' of Regulation S-T) provided that a
filer must file in paper ``[f]ilings on Form 144 . . . where the issuer
is [a non-reporting issuer].'' The preamble of the Electronic Filing
Release noted that the Commission was not adopting an earlier proposal
to eliminate the Form 144 filing requirement in regard to non-reporting
issuers \20\ and ``[a]s such affiliates relying on Rule 144 [in regard
to a non-reporting issuer] 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.'' The regulatory text section of the Electronic
Filing Release, however, inadvertently removed and reserved Rule
101(c)(6). Consequently, we are reinstating it in this release to
correct this inadvertent omission.\21\ In addition, the regulatory text
section of the Electronic Filing Release amended 17 CFR 239.144 to
provide for electronic filing of Form 144 and inadvertently failed to
provide for the continued paper filing for non-reporting issuers.
Accordingly, we are amending paragraph (a) of 17 CFR 239.144 to clarify
that Form 144 must be filed electronically in regard to reporting
issuers and in paper in regard to non-reporting issuers.\22\
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\19\ Reinstating the Regulation S-T based-requirement is also
consistent with the Electronic Filing Release adding Rule 144(h)(2),
which requires three copies of Form 144 for non-reporting issuers.
\20\ See Rule 144 Holding Period and Form 144 Filings, Release
No. 33-10911 (Dec. 23, 2020) [86 FR 5063 (Jan. 19, 2021)]
(proposing, among other actions, eliminating the requirement to file
Form 144 regarding a non-reporting issuer).
\21\ Relatedly, we are conforming Rule 101(a)(1)(xxvii) to Rule
144(h)(1) by adding a reference to issuers that have been reporting
companies for at least 90 days before the sale.
\22\ As described in the Electronic Filing Release, in April
2020, in recognition of several logistical difficulties related to
the submission of Form 144 in paper pursuant to then Rule 101(b)(4)
and (c)(6), 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. As also described in the
Electronic Filing release, 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
Electronic Filing Release went on to note that the 2020 statement
would be withdrawn upon the compliance date of amended Rules
144(h)(2) and 101(a)(1)(xxvii), later established as April 13, 2023,
because ``it [was] no longer necessary due to the rule amendments.''
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II. Procedural and Other Matters
The Administrative Procedure Act (``APA'') generally requires an
agency to publish notice of a rulemaking in the Federal Register and
provide an opportunity for public comment.\23\ This requirement does
not apply, however, to rules of agency organization, procedure, or
practice,\24\ or if the agency ``for good cause finds . . . that notice
and public procedure thereon are impracticable, unnecessary, or
contrary to the public interest.'' \25\ We find that these amendments
relate to agency procedures or practice and do not substantially alter
the rights and obligations of non-agency parties. We also find that
notice and comment are unnecessary because the amendments merely (i)
extend from 5:30 p.m. to 10:00 p.m. the latest time by which a Form 144
submitted by direct transmission is deemed filed the same business day;
and (ii) make technical corrections. It follows that the amendments do
not require analysis under the Regulatory Flexibility Act or a Report
to Congress under the Small Business Regulatory Enforcement Fairness
Act.\26\
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\23\ See 5 U.S.C. 553(b) and (c).
\24\ 5 U.S.C. 553(b)(3)(A).
\25\ 5 U.S.C. 553(b)(3)(B).
\26\ See 5 U.S.C. 601(2) (for purposes of a Regulatory
Flexibility Act analysis, the term ``rule'' means any rule for which
the agency publishes a general notice of proposed rulemaking) and 5
U.S.C. 804(3)(C) (for purposes of Congressional review of agency
rulemaking, the term ``rule'' does not include any rule of agency
organization, procedure, or practice that does not substantially
alter the rights or obligations of non-agency parties).
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The APA generally requires that an agency publish an adopted rule
in the Federal Register at least 30 days before it becomes
effective.\27\ This requirement, however, does not apply if the agency
finds good cause for making the rule effective sooner.\28\ For the same
reasons as we are forgoing notice and comment, we find good cause to
make these amendments effective on March 20, 2023. We believe that as
soon as practicable (i) electronic filers should be able to submit a
direct transmission of a Form 144 as late as 10:00 p.m. and have it
deemed filed the same business day; and (ii) technical corrections
should be in place. We therefore find there is good cause for these
amendments to take effect on March 20, 2023. We also believe that the
amendments regarding the submission timing for Form 144 relieve a
restriction on an electronic filer by providing more time for a direct
transmission of a Form
[[Page 12208]]
144 to be deemed filed the same business day.\29\
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\27\ See 5 U.S.C. 553(d)(3).
\28\ Id.
\29\ See 5 U.S.C. 553(d)(1).
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If any of the provisions of these rules, or the application thereof
to any person 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.
III. Paperwork Reduction Act
Certain provisions of our rules and forms contain ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA'').\30\ An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of
information requirement unless it displays a currently valid Office of
Management and Budget (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.
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\30\ 44 U.S.C. 3501 et seq.
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As noted above, the amendments do not substantively alter the Form
144 (OMB Control Number 3235-0328) electronic filing requirements, but
rather merely (i) extend from 5:30 p.m. to 10:00 p.m. the latest time
by which a filer can submit a direct transmission of a Form 144 to have
it be deemed filed the same business day; and (ii) make technical
corrections. This change in timing does not change the information
collection burden and therefore we are not revising any burden and cost
estimates in connection with these amendments.
IV. Economic Analysis
We are mindful of the costs imposed by, and the benefits to be
obtained from, our rules. Section 2(b) of the Securities Act \31\ and
section 3(f) of the Exchange Act \32\ require the Commission, whenever
it engages in rulemaking and is required 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 would promote efficiency, competition, and capital formation.
Section 23(a)(2) of the Exchange Act \33\ also requires the Commission
to consider the impact that the rules would have on competition and
prohibits the Commission from adopting any rule that would impose a
burden on competition not necessary or appropriate in furtherance of
the Exchange Act.
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\31\ 15 U.S.C. 77b(b).
\32\ 15 U.S.C. 78c(f).
\33\ 15 U.S.C. 78w(a)(2).
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On June 2, 2022, the Commission adopted rule and form amendments to
mandate the electronic filing on EDGAR of Form 144 in regard to the
sale of securities of reporting issuers.\34\ To further facilitate
electronic filing of Form 144, we are now adopting amendments that
will--in addition to making certain technical corrections \35\--deem a
Form 144 that is submitted by direct transmission after 5:30 p.m. but
not later than 10:00 p.m. to be filed the same business day, rather
than on the following business day (``same-day filing amendment''). The
same-day filing amendment will apply to all electronic filings of Form
144,\36\ though many of these filings may be submitted on or before
5:30 p.m. on the filing date. Although we believe the impact of the
same-day filing amendment on Form 144 is likely to be marginal, we
expect that this amendment will result in some benefits to market
participants, including Form 144 filers and those who use information
disclosed in Form 144, without imposing substantial costs. In addition,
we do not expect any significant changes to efficiency, competition, or
capital formation as a result of the extended hours for same-day filing
treatment.
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\34\ See generally Electronic Filing Release.
\35\ Because of the limited nature of the technical amendments,
see supra Section I, we do not expect them to have significant
economic effects.
\36\ In 2021, the Commission received approximately 30,000 Form
144 filings, of which approximately 99% (or 29,700) were in regard
to the sale of securities of reporting issuers.
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We believe that the same-day filing amendment will provide some
benefits to market participants. Extending the filing hours to 10:00
p.m. could benefit those involved with the filing process as they will
gain extra time to prepare and submit filings, without impacting the
filing date. The Commission stated in the Electronic Filing Release its
understanding that most filers prepare and file Form 144 individually
or with assistance of a broker or personal counsel.\37\ The extended
filing hours could also limit these filing process participants' need
to outsource the filing process to other parties, which may add costs
to the filing process. Additionally, extending the filing hours could
improve the quality of filings by reducing the need to rush to complete
them. The likely improved quality of filings could benefit those who
use the information disclosed in Form 144.
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\37\ See Electronic Filing Release, n.74 (citing letter from
Jesse Brill (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>; letter from Securities Industry and
Financial Markets Association (Mar. 22, 2021), available at <a href="https://www.sec.gov/comments/s7-24-20/s72420-8530175-230264.pdf">https://www.sec.gov/comments/s7-24-20/s72420-8530175-230264.pdf</a>.
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We also do not believe that the same-day filing amendment will
impose substantial costs on market participants that use the
information disclosed in the forms. As discussed in the Electronic
Filing Release,\38\ a benefit of electronic filings is faster and more
efficient access to the filed documents, which facilitates the flow of
information to market participants from affiliates of reporting
issuers. Allowing filers more time to file (four and a half hours
longer) each day might create some delay in some market participants'
access to these documents. However, we do not expect this extension
will reduce these benefits significantly. First, this extension extends
the filing deadline only from 5:30 p.m. to 10:00 p.m. Not all of the
filers are likely to take the option to file after 5:30 p.m. Second, to
the extent that filers take advantage of the extended filing hours, we
do not believe that the delay in access to the filed documents will
lead to a loss in information or significant reduction in the value of
the information for investors because the extension of the filing
deadline to 10:00 p.m. at the latest, still allows investors to review
the filings well before the stock exchanges open the next day. We do
not believe investors who may use the information from these filings to
trade will be negatively affected by the delay. In fact, the extra time
might provide filers with opportunities to check their filings
carefully, thus improving the accuracy of the submitted information.
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\38\ See Electronic Filing Release (``[T]he public may be able
to find and review [an EDGAR] filing more quickly, as a result of
the amendments, than they are able to access paper filings.'').
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V. Statutory Authority
The amendments contained in this document are being adopted under
the authority set forth in sections 4, 6, 7, 8, 10, 19(a), and 28 of
the Securities Act,\39\ sections 3, 12, 13, 14, 15, 15B, 16, 23, and
35A of the Exchange Act,\40\ and section 319 of the Trust Indenture Act
of 1939.\41\
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\39\ 15 U.S.C. 77d, 77f, 77g, 77h, 77j, 77s(a), and 77z-3.
\40\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78p, 78w, and
78ll.
\41\ 15 U.S.C. 77sss.
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List of Subjects in 17 CFR Parts 230, 232, 239, 240, and 260
Reporting and recordkeeping requirements, Securities.
[[Page 12209]]
Text of Final Rule and Form Amendments
In accordance with the foregoing, the Commission amends 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. 230.110 by revising paragraph (c) to read as follows:
Sec. 230.110 Business hours of the Commission.
* * * * *
(c) Filings by direct transmission. Filings made by direct
transmission may be submitted to the Commission each day, except
Saturdays, Sundays, and Federal holidays, from 6 a.m. to 10 p.m.,
Eastern Standard Time or Eastern Daylight Saving Time, whichever is
currently in effect.
* * * * *
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
3. The general authority citation for part 232 continues to read 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, 80b-4, 80b-6a, 80b-10, 80b-11, 7201
et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
0
4. Amend Sec. 232.12 by revising paragraph (c) to read as follows:
Sec. 232.12 Business hours of the Commission.
* * * * *
(c) Submissions by direct transmission. Electronic filings and
other documents may be submitted to the Commission each day, except
Saturdays, Sundays, and Federal holidays, from 6 a.m. to 10 p.m.,
Eastern Standard Time or Eastern Daylight Saving Time, whichever is
currently in effect.
0
5. Amend Sec. 232.13 by revising paragraph (a)(4) to read as follows:
Sec. 232.13 Date of filing; adjustment of filing date.
(a) * * *
(4) Notwithstanding paragraph (a)(2) of this section, a Form 3, 4,
or 5 (Sec. Sec. 249.103, 249.104, and 249.105 of this chapter,
respectively), a Schedule 14N (Sec. 240.14n-101 of this chapter), or a
Form 144 (Sec. 239.144 of this chapter) submitted by direct
transmission commencing on or before 10 p.m. Eastern Standard Time or
Eastern Daylight Saving Time, whichever is currently in effect, shall
be deemed filed on the same business day.
* * * * *
0
6. Amend Sec. 232.101 by revising paragraph (a)(1)(xxvii) and adding
paragraph (c)(6) to read as follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) * * *
(1) * * *
(xxvii) Form 144 (Sec. 239.144 of this chapter), where the issuer
of the securities 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 (15 U.S.C. 78m or 78o(d),
respectively);
* * * * *
(c) * * *
(6) Filings on Form 144 (Sec. 239.144 of this chapter) where the
issuer of the securities is not subject to the reporting requirements
of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d),
respectively);
* * * * *
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
7. The general authority citation for part 239 continues to read 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, 80a-37, and sec. 71003 and sec. 84001, Pub.
L. 114-94, 129 Stat. 1321, unless otherwise noted.
* * * * *
0
8. Amend Sec. 239.144 by revising paragraph (a) to read as follows:
Sec. 239.144 Form 144, for notice of proposed sale of securities
pursuant to Sec. 230.144 of this chapter.
(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, where the issuer of the securities:
(1) 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 (15 U.S.C. 78m or 78o(d), respectively),
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 part 232 of this chapter
(Regulation S-T).
(2) Is not subject to the reporting requirements of section 13 or
15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), respectively),
shall file three copies of this form in paper format.
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
0
9. The general authority citation for part 240 continues to read 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, 78j-4, 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, 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; and 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.
* * * * *
0
10. Amend Sec. 240.0-2 by revising paragraph (c) to read as follows:
Sec. 240.0-2 Business hours of the Commission.
* * * * *
(c) Electronic filings. Filings made by direct transmission may be
submitted to the Commission each day, except Saturdays, Sundays, and
Federal holidays, from 6 a.m. to 10 p.m., Eastern Standard Time or
Eastern Daylight Saving Time, whichever is currently in effect.
* * * * *
PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF
1939
0
11. The authority citation for part 260 continues to read as follows:
Authority: 15 U.S.C. 77c, 77ddd, 77eee, 77ggg, 77nnn, 77sss,
78ll (d), 80b-3, 80b-4, and 80b-11, unless otherwise noted.
* * * * *
0
12. Amend Sec. 260.0-5 by revising paragraph (c) to read as follows:
Sec. 260.0-5 Business hours of the Commission.
* * * * *
[[Page 12210]]
(c) Electronic filings. Filings made by direct transmission may be
submitted to the Commission each day, except Saturdays, Sundays, and
Federal holidays, from 6 a.m. to 10 p.m., Eastern Standard Time or
Eastern Daylight Saving Time, whichever is currently in effect.
By the Commission.
Dated: February 21, 2023.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-03931 Filed 2-24-23; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on February 27, 2023.
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