[Federal Register Volume 83, Number 18 (Friday, January 26, 2018)]
[Notices]
[Page 3819]
[FR Doc No: 2018-01415]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82560; File No. SR-CboeBZX-2017-013]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Withdrawal of a Proposed Rule Change To List and Trade Shares of the
REX Bitcoin Strategy ETF and the REX Short Bitcoin Strategy ETF, Each a
Series of the Exchange Listed Funds Trust, Under Rule 14.11(i), Managed
Fund Shares

January 22, 2018.
    On December 15, 2017, Cboe BZX Exchange, Inc. (``Exchange'') filed
with the Securities and Exchange Commission (``Commission''), pursuant
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Exchange
Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to list
and trade shares of the REX Bitcoin Strategy ETF and the REX Short
Bitcoin Strategy ETF, each a series of the Exchange Listed Funds Trust,
under Rule 14.11(i), Managed Fund Shares. The proposed rule change was
published for comment in the Federal Register on January 4, 2018.\3\
The Commission received one comment letter on the proposed rule
change.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 82417 (Dec. 28,
2017), 83 FR 570 (Jan. 4, 2018).
    \4\ See Letter from Stephen Knell (Jan. 9, 2018). The comment on
the proposed rule change is available on the Commission's website
at: https://www.sec.gov/comments/sr-cboebzx-2017-013/cboebzx2017013.htm.
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    On January 19, 2018, the Exchange withdrew the proposed rule change
(SR-CboeBZX-2017-013).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01415 Filed 1-25-18; 8:45 am]
 BILLING CODE 8011-01-P


total incremental burden under Schedule 14A (10 minutes x 5,586 proxy
statements) and 185 hours of total incremental burden under Rule 20a-1
(10 minutes x 1,108 filings).
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    \412\ We estimate that the incremental burden for the proposed
disclosure and changes to the proxy card would increase by 20
minutes in the first year and then be reduced to five minutes in
years two and three, resulting in a three year average of an
increased 10 minute burden per response.
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    These estimates include the time and cost of preparing disclosure
that has been appropriately reviewed, including, as applicable, by
management, in-house counsel, outside counsel and members of the board
of directors. This burden would be added to the current burden for
Regulation 14A and Rule 20a-1, as applicable. For proxy statements
under Regulation 14A, we estimate that 75 percent of the burden of
preparation is carried internally and that 25 percent of the burden of
preparation is carried by outside professionals retained at an average
cost of $400 per hour. The portion of the burden carried by outside
professionals is reflected as a cost, while the portion of the burden
carried internally is reflected in hours. We estimate a similar
allocation between internal burden hours and outside professional costs
with respect to the PRA burden for Rule 20a-1.
    As a result of the estimates discussed above, we estimate for
purposes of the PRA that the total incremental burden on all soliciting
parties of the proposed amendments under Regulation 14A would be 860
hours for internal time (1,147 total incremental burden hours x 75
percent) and $114,700 (1,147 total incremental burden hours x 25
percent x $400) for the services of outside professionals. We further
estimate for purposes of the PRA that the total incremental burden on
all soliciting parties of the proposed amendments under Rule 20a-1
would be 138.75 hours for internal time (185 total incremental burden
hours x 75 percent) and $18,500 (185 total incremental burden hours x
25 percent x $400) for the services of outside professionals.
    A summary of the proposed changes is included in the table below.

                                                                    Table 1--Calculation of Incremental PRA Burden Estimates
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                                                                      Current        Proposed                                                         Current       Increase in      Proposed
                                                                      annual          annual          Current       Increase in      Proposed      professional    professional    professional
                                                                     responses       responses     burden  hours   burden  hours   burden  hours       costs           costs           costs
                                                                             (A)             (B)             (C)             (D)     (E) = C + D             (F)             (G)         = F + G
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Schedule 14A....................................................           5,586           5,586         546,814             860         547,674     $72,908,472        $114,700     $73,023,172
Rule 20a-1......................................................           1,108           1,108          94,180             139          94,319      33,240,000          18,500      33,258,500
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D. Request for Comment

    Pursuant to 44 U.S.C. 3506(c)(2)(B), we request comments in order
to:
     Evaluate whether the proposed collections of information
are necessary for the proper performance of the functions of the
Commission, including whether the information will have practical
utility;
     Evaluate the accuracy of our assumptions and estimate of
the burden of the proposed collections of information;
     Determine whether there are ways to enhance the quality,
utility, and clarity of the information to be collected;
     Evaluate whether there are ways to minimize the burden of
the collections of information on those who respond, including through
the use of automated collection techniques or other forms of
information technology; and
     Evaluate whether the proposed amendments would have any
effects on

any other collections of information not previously identified in this
section.
    Any member of the public may direct to us any comments about the
accuracy of these burden estimates and any suggestions for reducing
these burdens. Persons submitting comments on the collection of
information requirements should direct the comments to the Office of
Management and Budget, Attention: Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Washington, DC 20503, and send a copy to Brent J. Fields, Secretary,
U.S. Securities and Exchange Commission, 100 F Street NE., Washington,
DC 20549-1090, with reference to File No. S7-24-16. Requests for
materials submitted to OMB by the Commission with regard to the
collection of information should be in writing, refer to File No. S7-
24-16, and be submitted to the U.S. Securities and Exchange Commission,
Office of FOIA Services, 100 F Street NE., Washington, DC 20549-2736.
OMB is required to make a decision concerning the collection of
information between 30 and 60 days after publication of this proposed
rule. Consequently, a comment to OMB is best assured of having its full
effect if OMB receives it within 30 days of publication.

VI. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\413\ the Commission must advise OMB as to
whether a proposed regulation constitutes a ``major'' rule. Under
SBREFA, a rule is considered ``major'' where, if adopted, it results or
is likely to result in:
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    \413\ Public Law 104-121, Tit. II, 110 Stat. 857 (1996).
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     An annual effect on the economy of $100 million or more
(either in the form of an increase or a decrease);
     a major increase in costs or prices for consumers or
individual industries; or
     significant adverse effects on competition, investment or
innovation.

If a rule is ``major,'' its effectiveness will generally be delayed for
60 days pending congressional review.
    We request comment on whether our proposed amendments would be a
``major rule'' for purposes of SBREFA. We solicit comment and empirical
data on:
     The potential effect on the U.S. economy on an annual
basis;
     any potential increase in costs or prices for consumers or
individual industries; and
     any potential effect on competition, investment or
innovation.

We request those submitting comments to provide empirical data and
other factual support for their views to the extent possible.

VII. Initial Regulatory Flexibility Act Analysis

    The Regulatory Flexibility Act \414\ requires us, in promulgating
rules under Section 553 of the Administrative Procedure Act,\415\ to
consider the impact of those rules on small entities. The Commission
has prepared this Initial Regulatory Flexibility Act Analysis in
accordance with 5 U.S.C. 603. This Initial Regulatory Flexibility Act
Analysis relates to proposed amendments to Exchange Act Rules 14a-2,
14a-3, 14a-4, 14a-5, 14a-6, and 14a-101 and proposed new Exchange Act
Rule 14a-19.
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    \414\ 5 U.S.C. 601 et seq.
    \415\ 5 U.S.C. 553.
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A. Reasons for, and Objectives of, the Proposed Action

    In a contested election today, the choices available to
shareholders voting for directors through the proxy process are not the
same as those available to shareholders voting in person at a
shareholder meeting. Shareholders voting in person at a meeting may
select among all of the duly nominated director candidates proposed for
election by any party in an election contest and vote for any
combination of those candidates. Shareholders voting by proxy, however,
generally are limited to the selection of candidates provided by the
party soliciting the shareholder's proxy.
    In 2013, the IAC recommended that we explore revising our proxy
rules to provide proxy contestants with the option to use a universal
proxy card in connection with short slate director nominations.\416\ A
2014 rulemaking petition requested that we require the use of a
universal proxy to allow shareholders to vote for their preferred
combination of registrant and dissident nominees in contested director
elections.\417\ The Commission held a roundtable in February 2015 to
explore ways to improve proxy voting, including through the adoption of
universal proxies. As a result of these recommendations and our review
of the proxy rules, we are proposing amendments that would allow a
shareholder voting by proxy to choose among director nominees in an
election contest in a manner that more closely reflects the choice that
could be made by voting in person at a shareholder meeting. To this
end, we are proposing to amend the proxy rules to:
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    \416\ See IAC Recommendation.
    \417\ See Rulemaking Petition.
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     Revise the consent required of a bona fide nominee;
     eliminate the short slate rule; and
     require the use of universal proxy cards in all non-exempt
solicitations in connection with contested elections and prescribe
requirements for universal proxy cards including notice, filing and
solicitation requirements.
    We have also considered and are proposing additional improvements
to the proxy voting process by making changes to the form of proxy.
These changes would apply to all director elections and would require
disclosure regarding the effect of shareholder action to vote
``against,'' ``withhold'' or ``abstain'' and that the appropriate
voting option be listed on the proxy card.

B. Legal Basis

    We are proposing the rule amendments pursuant to Sections 14 and
23(a) of the Exchange Act.

C. Small Entities Subject to the Proposed Rules

    The proposed amendments would affect small entities that file proxy
statements under the Exchange Act. For purposes of the Regulatory
Flexibility Act, under our rules, an issuer of securities, other than
an investment company,\418\ 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.\419\ We estimate that there are
approximately 692 issuers that are required to file with the
Commission, other than investment companies, that may be considered
small entities.\420\
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    \418\ An investment company is a small entity if, together with
other investment companies in the same group of related investment
companies, it has net assets of $50 million or less as of the end of
its most recent fiscal year. 17 CFR 270.0-10(a). The staff estimates
that, as of December 2015, approximately 129 funds and approximately
34 BDCs are small entities. As discussed in Section II.D. supra, we
are not proposing that the amendments to change the consent required
of a bona fide nominee, to eliminate the short slate rule or to
require the use of a universal proxy card apply to investment
companies. The only proposed amendments that would potentially
affect small entities that are investment companies are the
amendments that would apply to all director elections and require
disclosure regarding the effect of shareholder action to vote
``against,'' ``withhold'' or ``abstain.''
    \419\ 17 CFR 240.0-10(a). The Regulatory Flexibility Act defines
``small entity'' to mean ``small business,'' ``small organization,''
or ``small governmental jurisdiction.'' 5 U.S.C. 601(6).
    \420\ The estimate is based on staff review of Form 10-K filings
in 2015 by registrants that have a class of equity securities
registered under Section 12 of the Exchange Act.

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    The proposed amendments to the federal proxy rules establishing new
procedures for use of a universal proxy card only would affect small
entities engaged in a contested election. Based on a review of
contested elections from 2014 and 2015, we are not aware of any \421\
contested elections involving small entities during that time period.
While we anticipate that these proposed amendments may affect some
small entities in the future, due to the small size of the entities and
the higher concentration of ownership in smaller entities,\422\ we do
not expect many such entities would be affected. Additionally, we are
proposing to amend the procedures and disclosure applicable to director
elections generally requiring clear disclosure about the effect of
shareholder action to vote ``against,'' ``withhold'' or ``abstain'' and
require that the appropriate voting option be listed on the proxy card.
We expect these changes would affect small entities when those entities
solicit proxies in a director election contest and when drafting
applicable disclosure relating to voting standards in all director
elections.
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    \421\ A staff review of 72 Form 10-K filings for registrants
involved in director election contests that were initiated through
the filing of preliminary proxy statements by dissidents in calendar
years 2014 and 2015 revealed that none of these registrants had
total assets of $5 million or less on the last day of the fiscal
year prior to the contest.
    \422\ See supra Table 1 in Section VI.B.1.b. showing increasing
concentration of ownership by management as registrant market
capitalization decreases.
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D. Projected Reporting, Recordkeeping and Other Compliance Requirements

    The proposed amendments to the proxy rules would:
     Revise the consent required of a bona fide nominee;
     eliminate the short slate rule;
     require the use of universal proxy cards in all non-exempt
solicitations in connection with contested elections and prescribe
requirements for universal proxy cards including notice, filing and
solicitation requirements; and
     require disclosure regarding the effect of shareholder
action to vote ``against,'' ``withhold'' or ``abstain'' and that the
appropriate voting option be listed on the proxy card.

The proposed changes in reporting requirements for soliciting parties
are outlined in detail above. We do not believe the proposed amendments
would impose significant recordkeeping requirements.

E. Duplicative, Overlapping or Conflicting Federal Rules

    We believe that there are no federal rules that duplicate, overlap
or conflict with the proposed amendments.

F. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider alternatives
that would accomplish our stated objectives, while minimizing any
significant adverse impact on small entities. Pursuant to Section 3(a)
of the Regulatory Flexibility Act,\423\ we considered certain types of
alternatives, including: (1) The establishment of differing compliance
or reporting requirements or timetables that take into account the
resources available to small entities; (2) the clarification,
consolidation or simplification of compliance and reporting
requirements under the rule for small entities; (3) the use of
performance rather than design standards; and (4) an exemption from
coverage of the rule, or any part of the rule, for small entities.
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    \423\ 5 U.S.C. 603(c).
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    We considered a variety of alternatives to achieve our regulatory
objective to allow a shareholder voting by proxy to choose among
director nominees in an election contest in a manner that reflects as
closely as possible the choice that could be made by voting in person
at a shareholder meeting. In the alternative, we considered making the
use of universal proxies optional for all parties or establishing a
hybrid approach where use of a universal proxy would be mandatory for
only one party.\424\ We have not proposed these alternative approaches
in this rulemaking because we do not believe they meet the regulatory
objective as well as the proposal; they do not replicate the choice
that could be made by voting in person at a shareholder meeting as
effectively as the proposed amendments.
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    \424\ See supra Section IV.D.5.b.
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    The current proxy rules relating to election contests and the proxy
rules generally do not impose different standards or requirements based
on the size of the registrant or dissident. These rules contain both
performance and design standards in order to achieve appropriate
disclosure in the proxy voting process under the Exchange Act.\425\ The
proposed amendments require very limited additional disclosure by
either the registrant or the dissident, but do impose additional filing
and solicitation requirements on dissidents and an obligation on both
parties in an election contest to include the other side's nominees on
their respective proxy cards and to notify the other party of the names
of their respective director nominees. We believe that the proposed
amendments effectively meet the regulatory objective to permit
shareholders voting by proxy in an election contest to reflect their
choices as they could if voting in person at a shareholder meeting. We
believe the proposed amendments are equally appropriate for parties of
all sizes seeking to engage in an election contest because they are
intended to facilitate shareholder enfranchisement, which does not
depend on the size of the soliciting party. For that reason, we are not
proposing differing compliance or reporting requirements or timetables
for small entities, or an exception for small entities. However we seek
comment on whether and how the proposed amendments could be modified to
provide differing compliance or reporting requirements or timetables
for small entities and whether such separate requirements would be
appropriate. Additionally, we request comment on whether we should
exempt small entities (either registrants or dissidents) from the
proposed amendments.
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    \425\ For example, the proxy rules include filing deadlines and
some required specific disclosure. However, Schedule 14A generally
permits parties to craft their disclosure as they deem appropriate.
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    Similarly, we believe that the proposed amendments do not need
further clarification, consolidation, or simplification for small
entities, although we solicit comment on how the proposed amendments
could be revised to reduce the burden on small entities. We also note
that, as with the current proxy rules, the proposed requirements
include both performance and design standards. In particular, the
proposed universal proxy card is subject to certain presentation and
formatting requirements but there is flexibility as to the exact design
of the card within those parameters. We solicit comment as to whether
there are additional aspects of the proposed amendments for which
performance standards would be appropriate.

G. Solicitation of Comment

    We encourage the submission of comments with respect to any aspect
of this Initial Regulatory Flexibility Analysis. In particular, we
request comments regarding:
     How the proposed amendments can achieve their objective
while lowering the burden on small entities;
     the number of small entities that may be affected by the
proposed amendments;

     the existence or nature of the potential impact of the
proposed amendments on small entities discussed in the analysis; and
     how to quantify the impact of the proposed amendments.

Respondents are asked to describe the nature of any impact and provide
empirical data supporting the extent of the impact. We will consider
such comments in the preparation of the Final Regulatory Flexibility
Analysis, if the proposed amendments are adopted, and will place those
comments in the same public file as comments on the proposed amendments
themselves.

VIII. Statutory Authority and Text of Proposed Rule Amendments

    The amendments contained in this release are being proposed under
the authority set forth in Sections 14 and 23(a) of the Exchange Act.

List of Subjects in 17 CFR Part 240

    Reporting and recordkeeping requirements, Securities.

Text of the Proposed Amendments

    For the reasons set out above, the Commission proposes to amend 17
CFR part 240 as follows:

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
1. The general 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, 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;
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
2. Amend Sec.  240.14a-2 by revising paragraph (b) introductory text to
read as follows:

Sec.  240.14a-2  Solicitations to which Sec.  240.14a-3 to Sec.
240.14a-15 apply.

* * * * *
    (b) Sections 240.14a-3 to 240.14a-6 (other than paragraphs 14a-6(g)
and 14a-6(p)), Sec.  240.14a-8, Sec.  240.14a-10, Sec. Sec.  240.14a-12
to 240.14a-15 and Sec.  240.14a-19 do not apply to the following:
* * * * *

Sec.  240.14a-3  [Amended]

0
3. Amend Sec.  240.14a-3 as follows:
0
a. In paragraph (a)(3)(i) remove the period at the end of the paragraph
and add in its place ``; or'';
0
b. In paragraph (a)(3)(ii) remove the semi-colon and add a period in
its place.
0
4. Amend Sec.  240.14a-4 as follows:
0
a. Revise paragraph (b)(2);
0
b. Remove Instruction 1 and 2 to paragraph (b)(2);
0
c. Redesignate paragraph (b)(3) as paragraph (b)(5);
0
d. Add new paragraphs (b)(3) and (4);
0
e. Add Instruction to paragraphs (b)(2), (3), and (4);
0
f. Revise paragraphs (c)(5) and (d)(1);
0
g. Amend (d)(3) by adding a comma before ``or'' at the end of the
paragraph; and
0
h. Revise paragraph (d)(4).
    The revisions and additions read as follows:

Sec.  240.14a-4  Requirements as to proxy.

* * * * *
    (b) * * *
    (2) A form of proxy that provides for the election of directors
shall set forth the names of persons nominated for election as
directors, including any person whose nomination by a shareholder or
shareholder group satisfies the requirements of Sec.  240.14a-11, an
applicable state or foreign law provision, or a registrant's governing
documents as they relate to the inclusion of shareholder director
nominees in the registrant's proxy materials.
    (3) Except as otherwise provided in Sec.  240.14a-19, a form of
proxy that provides for the election of directors may provide a means
for the security holder to grant authority to vote for the nominees set
forth, as a group, provided that there is a similar means for the
security holder to withhold authority to vote for such group of
nominees. Any such form of proxy which is executed by the security
holder in such manner as not to withhold authority to vote for the
election of any nominee shall be deemed to grant such authority,
provided that the form of proxy so states in bold-face type. Means to
grant authority to vote for any nominees as a group or to withhold
authority for any nominees as a group may not be provided if the form
of proxy includes one or more shareholder nominees in accordance with
Sec.  240.14a-11, an applicable state or foreign law provision, or a
registrant's governing documents as they relate to the inclusion of
shareholder director nominees in the registrant's proxy materials.
    (4) When applicable state law gives legal effect to votes cast
against a nominee, then in lieu of providing a means for security
holders to withhold authority to vote, the form of proxy shall provide
a means for security holders to vote against each nominee and a means
for security holders to abstain from voting. When applicable state law
does not give legal effect to votes cast against a nominee, such form
of proxy shall clearly provide any of the following means for security
holders to withhold authority to vote for each nominee:
    (i) A box opposite the name of each nominee which may be marked to
indicate that authority to vote for such nominee is withheld; or
    (ii) An instruction in bold-face type which indicates that the
security holder may withhold authority to vote for any nominee by
lining through or otherwise striking out the name of any nominee; or
    (iii) Designated blank spaces in which the security holder may
enter the names of nominees with respect to whom the security holder
chooses to withhold authority to vote; or
    (iv) Any other similar means, provided that clear instructions are
furnished indicating how the security holder may withhold authority to
vote for any nominee.
    Instruction to paragraphs (b)(2), (3), and (4). These paragraphs do
not apply in the case of a merger, consolidation or other plan if the
election of directors is an integral part of the plan.
* * * * *
    (c) * * *
    (5) The election of any person to any office for which a bona fide
nominee is named in a proxy statement and such nominee is unable to
serve or for good cause will not serve.
* * * * *
    (d) * * *
    (1) To vote for the election of any person to any office for which
a bona fide nominee is not named in the proxy statement,
    (i) A person shall not be deemed to be a bona fide nominee and
shall not be named as such unless the person has consented to being
named in a proxy statement relating to the registrant's next annual
meeting of shareholders at which directors are to be elected (or a
special meeting in lieu of such meeting) and to serve if elected.
    (ii) Notwithstanding paragraph (d)(1)(i) of this section, if the
registrant is an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business development
company as defined by section 2(a)(48) of the Investment Company Act of
1940 (15 U.S.C. 80a-2(a)(48)), a person shall not

be deemed to be a bona fide nominee and shall not be named as such
unless the person has consented to being named in the proxy statement
and to serve if elected. Provided, however, that nothing in this Sec.
240.14a-4 shall prevent any person soliciting in support of nominees
who, if elected, would constitute a minority of the board of directors
of an investment company registered under the Investment Company Act of
1940 or a business development company as defined by section 2(a)(48)
of the Investment Company Act of 1940, from seeking authority to vote
for nominees named in the registrant's proxy statement, so long as the
soliciting party:
    (A) Seeks authority to vote in the aggregate for the number of
director positions then subject to election;
    (B) Represents that it will vote for all the registrant nominees,
other than those registrant nominees specified by the soliciting party;
    (C) Provides the security holder an opportunity to withhold
authority with respect to any other registrant nominee by writing the
name of that nominee on the form of proxy; and
    (D) States on the form of proxy and in the proxy statement that
there is no assurance that the registrant's nominees will serve if
elected with any of the soliciting party's nominees.
* * * * *
    (4) To consent to or authorize any action other than the action
proposed to be taken in the proxy statement, or matters referred to in
paragraph (c) of this section.
* * * * *
0
5. Amend Sec.  240.14a-5 as follows:
0
a. Revise paragraph (c);
0
b. In paragraph (e)(2) remove the ``and'' at the end of the paragraph;
0
c. In paragraph (e)(3) remove the period and add ``; and'' in its
place; and
0
d. Add paragraph (e)(4).
    The revisions and addition read as follows:

Sec.  240.14a-5  Presentation of information in proxy statement.

* * * * *
    (c) Any information contained in any other proxy soliciting
material which has been or will be furnished to each person solicited
in connection with the same meeting or subject matter may be omitted
from the proxy statement, if a clear reference is made to the
particular document containing such information.
* * * * *
    (e) * * *
    (4) The deadline for providing notice of a solicitation of proxies
in support of director nominees other than the registrant's nominees
pursuant to Sec.  240.14a-19 for the registrant's next annual meeting
unless the registrant is an investment company registered under the
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a business
development company as defined by section 2(a)(48) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(48)).
* * * * *
0
6. Amend Sec.  240.14a-6 by revising NOTE 3 TO PARAGRAPH (a) to read as
follows:

Sec.  240.14a-6  Filing requirements.

* * * * *
    (a) * * *

     Note 3 to Paragraph (a): Solicitation in Opposition. For
purposes of the exclusion from filing preliminary proxy material, a
``solicitation in opposition'' includes: (a) Any solicitation
opposing a proposal supported by the registrant; (b) any
solicitation supporting a proposal that the registrant does not
expressly support, other than a security holder proposal included in
the registrant's proxy material pursuant to Sec.  240.14a-8; and (c)
any solicitation subject to Sec.  240.14a-19. The inclusion of a
security holder proposal in the registrant's proxy material pursuant
to Sec.  240.14a-8 does not constitute a ``solicitation in
opposition,'' even if the registrant opposes the proposal and/or
includes a statement in opposition to the proposal. The inclusion of
a shareholder nominee in the registrant's proxy materials pursuant
to Sec.  240.14a-11, an applicable state or foreign law provision,
or a registrant's governing documents as they relate to the
inclusion of shareholder director nominees in the registrant's proxy
materials does not constitute a ``solicitation in opposition'' for
purposes of Sec.  240.14a-6(a), even if the registrant opposes the
shareholder nominee and solicits against the shareholder nominee and
in favor of a registrant nominee.

* * * * *
0
7. Add Sec.  240.14a-19 to read as follows:

Sec.  240.14a-19  Solicitation of proxies in support of director
nominees other than the registrant's nominees.

    (a) No person may solicit proxies in support of director nominees
other than the registrant's nominees unless such person:
    (1) Provides notice to the registrant in accordance with paragraph
(b) of this section unless the information required by paragraph (b) of
this section has been provided in a preliminary or definitive proxy
statement previously filed by such person;
    (2) Files a definitive proxy statement with the Commission in
accordance with Sec.  240.14a-6(b) by the later of:
    (i) 25 calendar days prior to the security holder meeting date; or
    (ii) Five (5) calendar days after the date that the registrant
files its definitive proxy statement; and
    (3) Solicits the holders of shares representing at least a majority
of the voting power of shares entitled to vote on the election of
directors and includes a statement to that effect in the proxy
statement or form of proxy.
    (b) The notice shall:
    (1) Be postmarked or transmitted electronically to the registrant
at its principal executive office no later than 60 calendar days prior
to the anniversary of the previous year's annual meeting date, except
that, if the registrant did not hold an annual meeting during the
previous year, or if the date of the meeting has changed by more than
30 calendar days from the previous year, then notice must be provided
by the later of 60 calendar days prior to the date of the annual
meeting or the 10th calendar day following the day on which public
announcement of the date of the annual meeting is first made by the
registrant;
    (2) Include the names of all nominees for whom such person intends
to solicit proxies; and
    (3) Include a statement that such person intends to solicit the
holders of shares representing at least a majority of the voting power
of shares entitled to vote on the election of directors in support of
director nominees other than the registrant's nominees.
    (c) If any change occurs with respect to such person's intent to
solicit the holders of shares representing at least a majority of the
voting power of shares entitled to vote on the election of directors in
support of director nominees other than the registrant's nominees or
with respect to the names of such person's nominees, such person shall
notify the registrant promptly.
    (d) A registrant shall notify the person conducting a proxy
solicitation subject to this section of the names of all nominees for
whom the registrant intends to solicit proxies unless the names have
been provided in a preliminary or definitive proxy statement previously
filed by the registrant. The notice shall be postmarked or transmitted
electronically no later than 50 calendar days prior to the anniversary
of the previous year's annual meeting date, except that, if the
registrant did not hold an annual meeting during the previous year, or
if the date of the meeting has changed by more than 30 calendar days
from the previous year, then notice must be provided no later than 50
calendar days prior to the date of the annual meeting. If any change
occurs with respect to the names of the registrant's

nominees, the registrant shall notify the person conducting a proxy
solicitation subject to this section promptly.
    Instruction to paragraphs (b)(1) and (d). Where the deadline falls
on a Saturday, Sunday or holiday, the deadline will be treated as the
first business day following the Saturday, Sunday or holiday.
    (e) Notwithstanding the provisions of Sec.  240.14a-4(b)(2), if any
person is conducting a proxy solicitation subject to this section, the
form of proxy of the registrant and the form of proxy of any person
soliciting proxies pursuant to this section shall:
    (1) Set forth the names of all persons nominated for election by
the registrant and by any person or group of persons that has complied
with this section and the name of any person whose nomination by a
shareholder or shareholder group satisfies the requirements of an
applicable state or foreign law provision or a registrant's governing
documents as they relate to the inclusion of shareholder director
nominees in the registrant's proxy materials;
    (2) Provide a means for the security holder to grant authority to
vote for the nominees set forth;
    (3) Clearly distinguish between the nominees of the registrant, the
nominees of the person or group of persons that has complied with this
section and the nominees of any shareholder or shareholder group whose
nominees are included in a registrant's proxy materials pursuant to the
requirements of an applicable state or foreign law provision or a
registrant's governing documents;
    (4) Within each group of nominees referred to in paragraph (e)(3)
of this section, list nominees in alphabetical order by last name;
    (5) Use the same font type, style and size for all nominees;
    (6) Prominently disclose the maximum number of nominees for which
authority to vote can be granted; and
    (7) Prominently disclose the treatment and effect of a proxy
executed in a manner that grants authority to vote for the election of
fewer or more nominees than the number of directors being elected and
the treatment and effect of a proxy executed in a manner that does not
grant authority to vote with respect to any nominees.
    (f) If any person is conducting a proxy solicitation subject to
this section, the form of proxy of the registrant and the form of proxy
of any person soliciting proxies pursuant to this section may provide a
means for the security holder to grant authority to vote for the
nominees of the registrant set forth, as a group, and a means for the
security holder to grant authority to vote for the nominees of any
other soliciting person set forth, as a group, provided that there is a
similar means for the security holder to withhold authority to vote for
such groups of nominees unless the number of nominees of the registrant
or of any other soliciting person is less than the number of directors
being elected. Means to grant authority to vote for any nominees as a
group or to withhold authority for any nominees as a group may not be
provided if the form of proxy includes one or more shareholder nominees
in accordance with an applicable state or foreign law provision or a
registrant's governing documents as they relate to the inclusion of
shareholder director nominees in the registrant's proxy materials.
    (g) This section shall not apply to:
    (1) A consent solicitation; or
    (2) A solicitation in connection with an election of directors at
an investment company registered under the Investment Company Act of
1940 (15 U.S.C. 80a-1 et seq.) or a business development company as
defined by section 2(a)(48) of the Investment Company Act of 1940 (15
U.S.C. 80a-2(a)(48)).
0
9. Amend Sec.  240.14a-101 as follows:
0
a. Revise Instruction 3(a)(i) and (ii) to Item 4;
0
b. Add Item 7(h); and
0
c. In Item 21, revise paragraph (b) and add paragraph (c).
    The revisions and addition read as follows:

Sec.  240.14a-101  Schedule 14A. Information required in proxy
statement.

* * * * *
    Item 4. Persons Making the Solicitation * * *
    Instructions. * * *
    3. For purposes of this Item 4 and Item 5 of this Schedule 14A:
    (a) * * *
    (i) In the case of a solicitation made on behalf of the registrant,
the registrant, each director of the registrant and each of the
registrant's nominees for election as a director;
    (ii) In the case of a solicitation made otherwise than on behalf of
the registrant, each of the soliciting person's nominees for election
as a director;
* * * * *
    Item 7. Directors and executive officers. * * *
* * * * *
    (h) If a person is conducting a solicitation that is subject to
Sec.  240.14a-19, the registrant must include in its proxy statement a
statement directing shareholders to refer to any other soliciting
person's proxy statement for information required by Item 7 of this
Schedule 14A with regard to such person's nominee or nominees and a
soliciting person other than the registrant must include in its proxy
statement a statement directing shareholders to refer to the
registrant's or other soliciting person's proxy statement for
information required by Item 7 of this Schedule 14A with regard to the
registrant's or other soliciting person's nominee or nominees. The
statement must explain to shareholders that they can access the other
soliciting person's proxy statement, and any other relevant documents,
for free on the Commission's Web site.
* * * * *
    Item 21. Voting Procedures. * * *
* * * * *
    (b) Disclose the treatment and effect under applicable state law
and registrant charter and bylaw provisions of abstentions, broker non-
votes and, to the extent applicable, a security holder's withholding of
authority to vote for a nominee in an election of directors.
    (c) When applicable, disclose how the soliciting person intends to
treat proxy authority granted in favor of any other soliciting person's
nominees if such other soliciting person abandons its solicitation or
fails to comply with Sec.  240.14a-19.
* * * * *

    By the Commission.

    Dated: October 26, 2016.
Brent J. Fields,
Secretary.
[FR Doc. 2016-26349 Filed 11-9-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 195 (Wednesday, October 7, 2020)]
[Notices]
[Pages 63322-63323]
[FR Doc No: 2020-22117]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90068; File No. 4-631]

Joint Industry Plan; Notice of Filing and Immediate Effectiveness
of Amendment to the Plan To Address Extraordinary Market Volatility To
Add MIAX PEARL LLC as a Participant

October 1, 2020.
    Pursuant to Section 11A(a)(3) of the Securities Exchange Act of
1934 (``Act'') \1\ and Rule 608 thereunder,\2\ notice is hereby given
that on September 8, 2020, MIAX PEARL LLC (``MIAX PEARL'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') an amendment to the Plan to Address Extraordinary
Market Volatility (``LULD Plan'' or ``Plan'') as a Participant.\3\ The
amendment adds MIAX PEARL as a Participant \4\ to the LULD Plan. The
Commission is publishing this notice to solicit comments on the
amendment from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78k-1(a)(3).
    \2\ 17 CFR 242.608.
    \3\ See Letter from Christopher Solgan, Vice President and
Senior Counsel, dated September 8, 2020 to Vanessa Countryman,
Secretary, Commission. On May 6, 2012, the Commission issued an
order approving the Plan on a pilot basis (the ``Approval Order'').
See Securities Exchange Act Release No. 67091 (May 31, 2012), 77 FR
33498 (June 6, 2012). The Commission approved the LULD Plan on a
permanent basis on April 11, 2019. See Securities Exchange Act
Release No. 85623, 84 FR 16086 (April 17, 2019).
    \4\ Defined in Section I(K) of the Plan as follows:
``Participant'' means a Party to the Plan.
---------------------------------------------------------------------------

I. Description and Purpose of the Amendment

    On August 14, 2020, the Commission issued an order approving MIAX
PEARL's proposal to adopt rules governing the trading of equity
securities.\5\ As noted above, the proposed amendment adds MIAX PEARL
as a Participant to the LULD Plan.
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 89563 (August 14,
2020), 85 FR 51510 (August 20, 2020).
---------------------------------------------------------------------------

    Under Section II(C) of the LULD Plan, any entity registered as a
national securities exchange or national securities association under
the Exchange Act may become a Participant by: (1) Becoming a
participant in the applicable Market Data Plans; (2) executing a copy
of the Plan, as then in effect; (3) providing each then-current
Participant with a copy of such executed Plan; and (4) effecting an
amendment to the Plan as specified in Section III(B) of the Plan.
Section III(B) of the LULD Plan sets forth the process for a
prospective new Participant to effect an amendment of the Plan.
Specifically, the LULD Plan provides that such an amendment to the Plan
may be effected by the new national securities exchange or national
securities association by executing a copy of the Plan as then in
effect (with the only changes being the addition of the new
Participant's name in Section II(A) of the Plan); and submitting such
executed Plan to the Commission. The amendment will be effective when
it is approved by the Commission in accordance with Rule 608 of
Regulation NMS, or otherwise becomes effective pursuant to Rule 608 of
Regulation NMS.
    MIAX PEARL has become a participant in the applicable Market Data
Plans,\6\ executed a copy of the Plan currently in effect, with the
only change being the addition of its name in Section II(A) of the
Plan, and has provided a copy of the Plan executed by MIAX PEARL to
each of the other Participants. MIAX PEARL has also submitted the
executed Plan to the Commission. Accordingly, all of the Plan
requirements for effecting an amendment to the Plan to add MIAX PEARL
as a Participant have been satisfied.
---------------------------------------------------------------------------

    \6\ See Letter from Robert Books, Chairman, Operating Committee,
CTA/CQ Plans, to Vanessa Countryman, Secretary, Commission, dated
September 3, 2020 to Vanessa Countryman, Secretary, SEC (relating to
Thirty-Fourth Substantive Amendment to the Second Restatement of the
CTA Plan and Twenty-Fifth Substantive Amendment to the Restated CQ
Plan adding MIAX PEARL as a participant) and letter from Robert
Books, Chairman, Operating Committee, UTP Plan, to Vanessa
Countryman, Secretary, Commission, dated September 3, 2020 (relating
to Forty-Eighth Amendment to the UTP Plan adding MIAX PEARL as a
participant).
---------------------------------------------------------------------------

II. Effectiveness of the Proposed Amendment

    The foregoing Plan amendment has become effective pursuant to Rule
608(b)(3)(iii) \7\ because it involves solely technical or ministerial
matters. At any time within sixty days of the filing of this amendment,
the Commission may summarily abrogate the amendment and require that it
be refiled pursuant to paragraph (a)(1) of Rule 608,\8\ if it appears
to the Commission that such action is necessary or appropriate in the
public interest, for the protection of investors, or the maintenance of
fair and orderly markets, to remove impediments to, and perfect the
mechanisms of, a national market system or otherwise in furtherance of
the purposes of the Act.
---------------------------------------------------------------------------

    \7\ 17 CFR 242.608(b)(3)(iii).
    \8\ 17 CFR 242.608(a)(1).

---------------------------------------------------------------------------

III. Solicitation of Comments

    Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the amendment is
consistent with the Act. Comments may be submitted by any of the
following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number 4-631 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number 4-631. This file number
should be included on the subject line if email is used. To help the
Commission process and review your comments more efficiently, please
use only one method. The Commission will post all comments on the
Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed plan amendment that are filed
with the Commission, and all written communications relating to the
proposed plan amendment between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549-1090 on official business days between the hours
of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change. Persons submitting
comments are cautioned that we do not redact or edit personal
identifying information from comment submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number 4-631 and should be submitted
on or before October 28, 2020.

    By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-22117 Filed 10-6-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 85 (Tuesday, May 3, 2011)]
[Notices]
[Pages 24957-24958]
[FR Doc No: 2011-10705]

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DEPARTMENT OF TRANSPORTATION

National Highway Traffic Safety Administration

[Docket No. NHTSA-2011-0051]

Reports, Forms, and Recordkeeping Requirements

AGENCY: National Highway Traffic Safety Administration (NHTSA),
Department of Transportation.

ACTION: Request for extension of a currently approved collection of
information.

-----------------------------------------------------------------------

SUMMARY: This document solicits public comments on continuation of the
requirements for the collection of information entitled ``Motorcycle
Helmet Labeling'' (OMB Control Number: 2127-0518).
    Before a Federal agency can collect certain information from the
public, it must receive approval from the Office of Management and
Budget (OMB). Under procedures established by the Paperwork Reduction
Act of 1995, before seeking OMB approval, Federal agencies must solicit
public comment on proposed collections of information, including
extensions and reinstatement of previously approved collections.

DATES: You should submit your comments early enough to ensure that
Docket Management receives them no later than July 5, 2011.

ADDRESSES: You may submit comments (identified by the DOT Docket ID
Number above) by any of the following methods:
     Federal eRulemaking Portal: Go to http://www.regulations.gov. Follow the online instructions for submitting
comments.
     Mail: Docket Management Facility: U.S. Department of
Transportation, 1200 New Jersey Avenue, SE., West Building Ground
Floor, Room W12-140, Washington, DC 20590-0001.
     Hand Delivery or Courier: West Building Ground Floor, Room
W12-140, 1200 New Jersey Avenue, SE., Washington, DC, 20590-0001
between 9 a.m. and 5 p.m. ET, Monday through Friday, except Federal
holidays.
     Fax:<PHONE_NUMBER>.
    You may call the Docket at<PHONE_NUMBER>.
    Regardless of how you submit your comments, you should mention the
docket number of this document. Please identify the proposed collection
of information for which a comment is provided, by referencing its OMB
clearance number. It is requested, but not required, that two copies of
the comment be provided.
    Note that all comments received will be posted without change to
http://www.regulations.gov, including any personal information
provided. Anyone is able to search the electronic form of all comments
received into any of our dockets by the name of the individual
submitting the comment (or signing the comment, if submitted on behalf
of an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).
    Docket: For access to the docket to read background documents or
comments received, go to http://www.regulations.gov or the street
address listed above. Follow the online instructions for accessing the
dockets.

FOR FURTHER INFORMATION CONTACT: Complete copies of each request for
collection of information may be obtained at no charge from Ms. Shashi
Kuppa, U.S. Department of Transportation, NHTSA, 1200 New Jersey
Avenue, SE., West Building Room W43-313, NVS-113, Washington, DC 20590.
Ms. Kuppa's telephone number is<PHONE_NUMBER> and fax number is (202)
366-7002. Please identify the relevant collection of information by
referring to its OMB Control Number.

SUPPLEMENTARY INFORMATION: Under the Paperwork Reduction Act of 1995,
before an agency submits a proposed collection of information to OMB
for approval, it must first publish a document in the Federal Register
providing a 60-day comment period and otherwise consult with members of
the public and affected agencies concerning each proposed collection of
information. The OMB has promulgated regulations describing what must
be included in such a document. Under OMB's regulation (at 5 CFR
1320.8(d)), an agency must ask for public comment on the following:
    (i) Whether the proposed collection of information is necessary for
the proper performance of the functions of the agency, including
whether the information will have practical utility;
    (ii) The accuracy of the agency's estimate of the burden of the
proposed collection of information, including the validity of the
methodology and assumptions used;
    (iii) How to enhance the quality, utility, and clarity of the
information to be collected;
    (iv) How to minimize the burden of the collection of information on
those who are to respond, including the use of appropriate automated,
electronic, mechanical, or other technological collection techniques or
other forms of information technology, e.g. permitting electronic
submission of responses.
    In compliance with these requirements, NHTSA asks for public
comments on the following proposed collections of information:
    (1) Title: 49 CFR 571.218, Motorcycle Helmets (Labeling).
    OMB Number: 2127-0518.
    Requested Expiration Date of Approval: Three years from the
approval date.
    Type of Request: Extension of a currently approved collection.
    Affected Public: Motorcycle helmet manufacturers.
    Summary of the Collection of Information: The National Traffic
Vehicle Safety statute at 49 U.S.C. subchapter II standards and
compliance, sections 30111 and 30117, authorizes the issuance of
Federal motor vehicle safety standards (FMVSS). The Secretary is
authorized to issue, amend, and revoke such rules and regulations as
he/she deems necessary. The Secretary is also authorized to require
manufacturers to provide information to first purchasers of motor
vehicles or motor vehicle equipment when the vehicle equipment is
purchased, in the form of printed matter placed in the vehicle or
attached to the motor vehicle or motor vehicle equipment.
    Using this authority, the agency issued the initial FMVSS No. 218,
``Motorcycle helmets,'' in 1974. Motorcycle helmets are devices used to
protect motorcyclists from head injury in motor vehicle crashes. FMVSS
No. 218 S5.6 requires that each helmet shall be labeled permanently and
legibly in a manner such that the label(s) can be read easily without
removing padding or any other permanent part.
    Estimated Total Annual Burden: 5,000 hours.
    Estimated Number of Respondents: 45.
    Comments are invited on: Whether the proposed collections of
information are necessary for the proper performance of the functions
of the Department, including whether the information will have
practical utility; the accuracy of the Department's estimate of the
burden of the proposed information collection; ways to enhance the
quality, utility, and clarity of the information to be collected; and
ways to minimize the burden of the collection of information on
respondents, including the use of automated collection techniques or
other forms of information technology.

    Authority:  44 U.S.C. 3506(c); delegation of authority at 49 CFR
1.50.

    Issued in Washington, DC, on April 28, 2011.
Christopher J. Bonanti,
Associate Administrator for Rulemaking.
[FR Doc. 2011-10705 Filed 5-2-11; 8:45 am]
BILLING CODE 4910-59-P


[Federal Register Volume 77, Number 155 (Friday, August 10, 2012)]
[Notices]
[Pages 47894-47896]
[FR Doc No: 2012-19667]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67601; File No. SR-Phlx-2012-102]

Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Modify
Phlx's Fee Schedule Governing Order Execution on its NASDAQ OMX PSX
Facility

August 6, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 31, 2012, NASDAQ OMX PHLX LLC (``Phlx'' or the ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') a
proposed rule change as described in Items I, II and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Phlx proposes to modify Phlx's fee schedule governing order
execution on its NASDAQ OMX PSX (``PSX'') facility. Phlx will implement
the proposed change on August 1, 2012. The text of the proposed rule
change is available at http://nasdaqomxphlx.cchwallstreet.com/nasdaqomxphlx/phlx/, at Phlx's principal office, on the Commission's
Web site at http://www.sec.gov, and at the Commission's Public
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Phlx is proposing to modify its fee schedule governing order
execution on PSX. Effective July 2, 2012, Phlx made a number of
modifications to the PSX fee schedule.\3\ Because these changes have
negatively impacted PSX's market share, Phlx is proposing to revert to
the fee schedule in effect prior to July 2, 2012.
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 67387 (July 10, 2012),
77 FR 41838 (July 16, 2012) (SR-Phlx-2012-87).
---------------------------------------------------------------------------

    Under the fee schedule in effect during July 2012, for securities
priced at $1 or more per share, an order that accessed liquidity
through a market participant identifier (``MPID'') through which a
market participant provided an average daily volume of 25,000 or more
shares of liquidity or accessed an average daily volume of 3.5 million
or more shares of liquidity during the month paid no fee when accessing
liquidity. Other orders that accessed liquidity paid $0.0005 per share
executed. For securities priced at less than $1, the fee was 0.10% of
the total transaction cost. Under the prior schedule, to which PSX is
reverting, PSX will charge $0.0019 per share executed for orders that
access liquidity in securities listed on the New York Stock Exchange
(``NYSE'') priced at $1 or more per share; and $0.0027 per share
executed for other liquidity-accessing orders priced at $1 or more per
share. For securities priced under $1, PSX will revert to the prior fee
of 0.20% of the total transaction cost.
    Also, during July 2012, for securities priced at $1 or more per
share, Phlx charged $0.0002 per share executed for an order that
provided liquidity through an MPID through which a market participant
provided an average daily volume of 10 million or more shares of
liquidity during the month, and charged $0.0005 per share executed for
other orders that provided liquidity. Under the prior schedule, to
which PSX is reverting, PSX will offer a credit to liquidity providers
in securities priced at $1 or more per share that varies based on the
type and size of the liquidity-providing order and the market on which
the stock is listed. Specifically:
     For liquidity provided through displayed orders with an
original order size \4\ of 2,000 or more shares, the credit will be
$0.0018 per share executed for securities listed on NYSE and $0.0026
per share executed for other orders;
---------------------------------------------------------------------------

    \4\ An order will be treated as the original order if it is
decremented due to executions. However, orders that are modified by
the PSX Participant entering the order or by System processes other
than execution and decrementation will be treated as a new order.
---------------------------------------------------------------------------

     For liquidity provided through displayed orders with an
original order size of less than 2,000 shares, the credit will be
$0.0016 per share executed for securities listed on NYSE and $0.0024
per share executed for other orders;
     For liquidity provided through Minimum Life Orders,\5\ the
credit will be $0.0018 per share executed for securities listed on NYSE
and $0.0026 per share executed for other orders;
---------------------------------------------------------------------------

    \5\ ``Minimum Life Orders'' are orders that may not be cancelled
by the entering participant for a period of 100 milliseconds
following receipt. All Minimum Life Orders must be designated as
Displayed Orders.
---------------------------------------------------------------------------

     For liquidity provided through non-displayed orders, the
credit will be $0.0005 per share executed for securities listed on NYSE
and $0.0010 per share executed for other orders.
    For securities priced below $1, Phlx will continue neither to
charge a fee nor to pay a rebate with respect to orders that provide
liquidity. This aspect of the PSX fee schedule was not changed in July.
2. Statutory Basis
    Phlx believes that the proposed rule change is consistent with the
provisions of Section 6 of the Act,\6\ in general, and with Sections
6(b)(4) and (5) of the Act,\7\ in particular, in that it provides for
the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility or
system which Phlx operates or controls, and is not designed to permit
unfair discrimination between customers, issuers, brokers or dealers.
All similarly situated members are subject to the same fee structure,
and access to Phlx is offered on fair and non-discriminatory terms.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The pricing change that PSX made for July 2012 was premised on the
belief that market participants might be attracted to a pricing model
under which both liquidity accessors and liquidity providers were
assessed a very low fee (ranging from $0 to $0.0005). In fact, the
decrease in market share experienced by PSX has demonstrated that PSX's
market participants preferred the maker-taker model that was previously
in effect. Under that model, accessors of liquidity are charged a fee
ranging from $0.0019 to $0.0027 per share executed for stocks priced at
$1 or more, and 0.20% of the transaction cost for lower priced stocks.
The Exchange

believes that these fees are reasonable because they are consistent
with the limitations imposed by SEC Rule 610 \8\ on access fees. The
Exchange further believes that the proposed access fees are consistent
with an equitable allocation of fees, in that they are set at levels
that allow the Exchange to pay a credit to liquidity providers that is
only slightly less than the corresponding access fee. Because the
payment of such credits encourage liquidity providers to post orders in
PSX, they also benefit liquidity accessors by increasing the likelihood
of execution at or near the inside market. The Exchange further
believes that charging a lower fee with respect to securities listed on
NYSE than securities listed on other exchanges is not unfairly
discriminatory because the charges assessed by NYSE for executing
orders are generally lower than those charged by other exchanges. In
addition, pricing incentives that focus on securities listed on
particular listing venues are not uncommon,\9\ and provide means by
which venues such as Phlx may compete more effectively with listing
venues such as NYSE.
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    \8\ 17 CFR 242.610.
    \9\ See, e.g., Securities Exchange Act Release No. 66322
(February 3, 2012), 77 FR 6831 (February 9, 2012) (SR-NASDAQ-2012-
020) (pricing incentives focused on securities listed on exchanges
other than The NASDAQ Stock Market or NYSE).
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    Phlx further believes that the proposed rebates for liquidity
providers are reasonable because they are set at levels that had
previously been effective at attracting liquidity-providing orders to
PSX. In addition, Phlx believes that the proposed rebates reflect an
equitable allocation of fees because they are slightly lower than the
corresponding access fees. Moreover, to the extent that the level of
rebates varies based on the type of order providing liquidity, the
Exchange believes that the variation is not unreasonably
discriminatory. Specifically, the Exchange will pay higher rebates with
respect to Minimum Life Orders and displayed orders with an original
size of 2,000 or more shares because the Exchange believes that the
market benefits from the presence of stable orders and orders with
larger size; specifically, the Exchange believes that such orders have
the potential to allow market participants to trade larger volumes at
more predictable prices. Accordingly, the Exchange believes that it is
not unreasonably discriminatory to pay higher rebates with respect to
such orders, while paying lower rebates with respect to smaller orders
and non-displayed orders. Phlx also believes that it is not
unreasonably discriminatory to pay lower rebates for NYSE-listed
securities than for other securities, since the rebates paid must be
correspondingly lower to allow PSX to charge a lower access fee with
respect to such securities.
    Finally, Phlx notes that it operates in a highly competitive market
in which market participants can readily favor competing venues if they
deem fee levels at a particular venue to be excessive. In such an
environment, Phlx must continually adjust its fees to remain
competitive with other exchanges and with alternative trading systems
that have been exempted from compliance with the statutory standards
applicable to exchanges. Phlx believes that the proposed rule change
reflects this competitive environment because it is designed to create
pricing incentives for greater use of PSX's trading services.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Phlx does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended. Because the market
for order execution is extremely competitive, members may readily opt
to disfavor Phlx's execution services if they believe that alternatives
offer them better value. The proposed change is designed to enhance
competition by using pricing incentives to encourage greater use of
PSX's trading services.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\10\ At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-Phlx-2012-102 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-Phlx-2012-102. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make publicly available. All
submissions should refer to File Number SR-Phlx-2012-102 and should be
submitted on or before August 31, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-19667 Filed 8-9-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 71 (Wednesday, April 13, 2022)]
[Proposed Rules]
[Pages 21822-21825]
[FR Doc No: 2022-07918]

=======================================================================
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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R09-OAR-2022-0253; FRL-9611-01-R9]

Air Plan Approval; California; San Diego County; Reasonably
Available Control Technology

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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SUMMARY: The Environmental Protection Agency (EPA) is proposing to
approve revisions to the San Diego Air Pollution Control District
(SDAPCD or ``District'') portion of the California State Implementation
Plan (SIP). These revisions concern SDAPCD's negative declarations for
certain Control Techniques Guidelines (CTGs) as they apply to the 2008
and 2015 ozone national ambient air quality standards (NAAQS or
``standards'') reasonably available control technology (RACT) SIP. We
are taking comments on this proposal and plan to follow with a final
action.

DATES: Comments must be received on or before May 13, 2022.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-R09-
OAR-2022-0253 at https://www.regulations.gov. For comments submitted at
Regulations.gov, follow the online instructions for submitting
comments. Once submitted, comments cannot be edited or removed from

Regulations.gov. The EPA may publish any comment received to its public
docket. Do not submit electronically any information you consider to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Multimedia submissions (audio,
video, etc.) must be accompanied by a written comment. The written
comment is considered the official comment and should include
discussion of all points you wish to make. The EPA will generally not
consider comments or comment contents located outside of the primary
submission (i.e.. on the web, cloud, or other file sharing system). For
additional submission methods, please contact the person identified in
the FOR FURTHER INFORMATION CONTACT section. For the full EPA public
comment policy, information about CBI or multimedia submissions, and
general guidance on making effective comments, please visit https://www.epa.gov/dockets/commenting-epa-dockets. If you need assistance in a
language other than English or if you are a person with disabilities
who needs a reasonable accommodation at no cost to you, please contact
the person identified in the FOR FURTHER INFORMATION CONTACT section.

FOR FURTHER INFORMATION CONTACT: Doris Lo, EPA Region IX, 75 Hawthorne
St., San Francisco, CA 94105. By phone:<PHONE_NUMBER> or by email at
[email protected].

SUPPLEMENTARY INFORMATION: Throughout this document, ``we,'' ``us,''
and ``our'' refer to the EPA.

Table of Contents

I. The State's Submittal
    A. What document did the State submit?
    B. Are there other versions of this document?
    C. What is the purpose of the negative declarations?
II. The EPA's Evaluation and Action
    A. How is the EPA evaluating the negative declarations?
    B. Do the negative declarations meet the evaluation criteria?
    C. Public Comment And Proposed Action
III. Statutory and Executive Order Reviews

I. The State's Submittal

A. What document did the State submit?

    Table 1 lists the negative declarations addressed by this proposal,
with the date that they were adopted by the local air agency and
submitted by the California Air Resources Board (CARB).

                                         TABLE 1--SUBMITTED DOCUMENT \1\
----------------------------------------------------------------------------------------------------------------
                Local agency                               Document                   Adopted        Submitted
----------------------------------------------------------------------------------------------------------------
SDAPCD.....................................  ``2020 Reasonably Available Control      10/14/2020      12/29/2020
                                              Technology Demonstration for the
                                              National Ambient Air Quality
                                              Standards For Ozone in San Diego
                                              County, October 2020 (2020 RACT
                                              SIP)--Negative Declarations for
                                              the 2008 and 2015 NAAQS:.
                                             Control of Volatile Organic
                                              Emissions from Manufacture of
                                              Synthesized Pharmaceutical
                                              Products (EPA-450/2-78-029).
                                             Control Techniques Guidelines for
                                              Fiberglass Boat Manufacturing
                                              Materials (EPA-453/R-08-004).
                                             Control of Volatile Organic
                                              Emissions from Miscellaneous Metal
                                              and Plastic Parts Coatings (EPA-
                                              453/R-08-003); Table 3--Plastic
                                              Parts and Products, Table 4--
                                              Automotive/Transportation and
                                              Business Machine Plastic Parts,
                                              Table 5--Pleasure Craft Surface
                                              Coating, Table 6--Motor Vehicle
                                              Materials.
----------------------------------------------------------------------------------------------------------------

    On June 29, 2021, the submittal of the SDAPCD 2020 RACT SIP, with
the exception of the negative declaration for the CTG for the Oil and
Natural Gas Industry (EPA-453/B-16-001, 2016/10), was deemed by
operation of law to meet the completeness criteria in 40 CFR part 51
Appendix V, which must be met before formal EPA review.\2\
---------------------------------------------------------------------------

    \1\ The EPA is only acting on the negative declarations for the
Control Techniques Guidelines (CTGs) for Synthesized Pharmaceutical
Products, Fiberglass Boat Manufacturing Materials, and Miscellaneous
Metal and Plastic Products, Tables 3-6. The EPA will propose
separate action on the remainder of the 2020 SDAPCD RACT SIP
submittal at a future date.
    \2\ On May 6, 2021, in a letter from Elizabeth J. Adams, EPA to
Richard Corey, CARB, the EPA determined that the following element
was deemed complete: Negative Declaration for Control Techniques
Guidelines for the Oil and Natural Gas Industry (EPA-453/B-16-001,
2016/10).
---------------------------------------------------------------------------

B. Are there other versions of this document?

    There are no previous versions of the negative declarations listed
in Table 1 in the SDAPCD portion of the California SIP for the 2008 or
2015 ozone NAAQS.

C. What is the purpose of the negative declarations?

    Emissions of volatile organic compounds (VOCs) and oxides of
nitrogen (NOX) contribute to the production of ground-level
ozone, smog, and particulate matter (PM), which harm human health and
the environment. Section 110(a) of the Clean Air Act (CAA) requires
states to submit regulations that control VOC and NOX
emissions. CAA section 182(b)(2) requires states to submit SIP
revisions to implement reasonably available control technology (RACT)
for, among other things, each category of VOC sources in the
nonattainment areas covered by Control Technique Guidelines (CTGs).
SDAPCD is subject to this requirement as it regulates the San Diego
County 2008 and 2015 ozone nonattainment areas (NAAs) classified as
``Severe.'' \3\ In lieu of adopting local regulations to implement a
CTG, air agencies must adopt a negative declaration if the
nonattainment area has no sources covered by a CTG.\4\ SDAPCD's
submittal of negative declarations is the District's certification that
there are no sources covered by the CTGs.
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    \3\ 86 FR 29522 (June 2, 2021) ``Designation of Areas for Air
Quality Planning Purposes; California; San Diego County Ozone
Nonattainment Area; Reclassification to Severe.'' Section 182
applies to ozone nonattainment areas classified as Moderate and
above.
    \4\ Memorandum from William T. Harnett to Regional Air Division
Directors, dated May 18, 2006, ``RACT Qs & As--Reasonably Available
Control Technology (RACT) Questions and Answers.''
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    On December 3, 2020 (85 FR 77996), the EPA partially approved and
partially disapproved SDAPCD's RACT demonstrations for the 2008 8-hr
ozone national ambient air quality standards (NAAQS) (also referred to
as the ``2016 RACT SIP'').\5\ Specifically, the EPA found that certain
CTG categories were not addressed by either a negative declaration or a
RACT rule.
---------------------------------------------------------------------------

    \5\ The nonattainment area was classified as ``Moderate'' when
the 2016 RACT SIP was submitted.
---------------------------------------------------------------------------

II. The EPA's Evaluation and Action

A. How is the EPA evaluating the negative declarations?

    Generally, CAA section 110(a)(2)(A) requires SIPs to ``include
enforceable

emission limitations and other control measures, means, or techniques .
. . as may be necessary or appropriate to meet the applicable
requirements of [the CAA],'' and SIPs must be consistent with the
requirements of CAA sections 110(l) and 193. SIPs must also require
RACT for each category of sources covered by a CTG document and each
major source in ozone nonattainment areas classified as Moderate or
above (see CAA sections 182(b)(2) and (f)).
    States should also submit, for SIP approval, negative declarations
for those source categories for which they have not adopted CTG-based
regulations (because they have no sources above the CTG-recommended
applicability threshold), regardless of whether such negative
declarations were made for an earlier SIP.\6\ To do so, the submittal
should provide reasonable assurance that no sources subject to the CTG
requirements currently exist in the portion of the ozone nonattainment
area that is regulated by the SDAPCD.
---------------------------------------------------------------------------

    \6\ 57 FR 13498, 13512 (April 16, 1992).
---------------------------------------------------------------------------

    Guidance and policy documents that we use to evaluate CAA section
182 RACT requirements include the following:
    1. ``State Implementation Plans; General Preamble for the
Implementation of Title I of the Clean Air Act Amendments of 1990,'' 57
FR 13498 (April 16, 1992); 57 FR 18070 (April 28, 1992).
    2. EPA Office of Air Quality Planning and Standards, ``Issues
Relating to VOC Regulation Cutpoints, Deficiencies, and Deviations,''
May 25, 1988 (``the Bluebook,'' revised January 11, 1990).
    3. EPA Region IX, ``Guidance Document for Correcting Common VOC &
Other Rule Deficiencies,'' August 21, 2001 (``the Little Bluebook'').
    4. ``State Implementation Plans; Nitrogen Oxides Supplement to the
General Preamble; Clean Air Act Amendments of 1990 Implementation of
Title I; Proposed Rule,'' (the NOX Supplement), 57 FR 55620,
(November 25, 1992).
    5. Memorandum dated May 18, 2006, from William T. Harnett,
Director, Air Quality Policy Division, to Regional Air Division
Directors, Subject: ``RACT Qs & As--Reasonably Available Control
Technology (RACT): Questions and Answers.''
    6. ``Final Rule to Implement the 8-hour Ozone National Ambient Air
Quality Standard--Phase 2,'' 70 FR 71612 (November 29, 2005).
    7. ``Implementation of the 2008 National Ambient Air Quality
Standards for Ozone: State Implementation Plan Requirements,'' 80 FR
12264 (March 6, 2015).
    8. ``Implementation of the 2015 National Ambient Air Quality
Standards for Ozone: Nonattainment Area State Implementation Plan
Requirements,'' 83 FR 62998 (December 6, 2018).

B. Do the negative declarations meet the evaluation criteria?

    The submittal contains the District's certification that there are
no sources within the 2008 or 2015 ozone nonattainment areas under
District jurisdiction that are subject to the CTGs listed in Table 1.
The District based its certifications on reviews of permit files and
emission inventories. We accessed CARB databases and performed internet
searches and did not find indications that any sources exist for which
the CTGs would apply.
    The EPA's technical support document (TSD) for this action has more
information about the District's submittal and the EPA's evaluation
thereof.

C. Public Comment and Proposed Action

    We propose to approve the negative declarations listed in Table 1,
as submitted by CARB on December 29, 2020. We also propose that these
negative declarations remedy the deficiencies for the following CTGs
identified in our partial disapproval of the 2016 RACT SIP: Control of
Volatile Organic Emissions from Manufacture of Synthesized
Pharmaceutical Products (EPA-450/2-78-029); Control Techniques
Guidelines for Fiberglass Boat Manufacturing Materials (EPA-453/R-08-
004); and Control of Volatile Organic Emissions from Miscellaneous
Metal and Plastic Parts Coatings (EPA-453/R-08-003); Table 3--Plastic
Parts and Products, Table 4--Automotive/Transportation and Business
Machine Plastic Parts, Table 5--Pleasure Craft Surface Coating, Table
6--Motor Vehicle Materials. We will accept comments from the public on
the proposed approval for the next 30 days.

III. Statutory and Executive Order Reviews

    Under the Clean Air Act, the Administrator is required to approve a
SIP submission that complies with the provisions of the Act and
applicable federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a).
Thus, in reviewing SIP submissions, the EPA's role is to approve state
choices, provided that they meet the criteria of the Clean Air Act.
Accordingly, this proposed action merely proposes to approve state law
as meeting federal requirements and does not impose additional
requirements beyond those imposed by state law. For that reason, this
proposed action:
     Is not a ``significant regulatory action'' subject to
review by the Office of Management and Budget under Executive Orders
12866 (58 FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21,
2011);
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the Clean Air Act; and
     Does not provide the EPA with the discretionary authority
to address disproportionate human health or environmental effects with
practical, appropriate, and legally permissible methods under Executive
Order 12898 (59 FR 7629, February 16, 1994).
    In addition, the SIP is not approved to apply on any Indian
reservation land or in any other area where the EPA or an Indian tribe
has demonstrated that a tribe has jurisdiction. In those areas of
Indian country, the rule does not have tribal implications and will not
impose substantial direct costs on tribal governments or preempt tribal
law as specified by Executive Order 13175 (65 FR 67249, November 9,
2000).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Nitrogen dioxide, Ozone,
Reporting and recordkeeping requirements, Volatile organic compounds.

    Authority: 42 U.S.C. 7401 et seq.

    Dated: April 7, 2022.
Martha Guzman Aceves,
Regional Administrator, Region IX.
[FR Doc. 2022-07918 Filed 4-12-22; 8:45 am]
BILLING CODE 6560-50-P