``unnecessary and significant'' compliance costs and complexity that
would result from the Inline XBRL requirement). See also letter from
VEUO (stating, with respect to foreign private issuers, that the
structured data requirement would be an additional and unnecessary
burden for such issuers).
---------------------------------------------------------------------------

D. Efficiency, Competition, and Capital Formation

    On balance we expect that the final amendments may have positive
overall effects on efficiency, competition, and capital formation. In
particular, a decrease in the information asymmetry between issuers and
investors about the value of an issuer's securities as a result of the
disclosure may lead to more informationally efficient prices, and more
efficient capital allocation in investor portfolios.\492\ The decrease
in information asymmetry among investors can alleviate adverse
selection costs and improve stock liquidity. Decreased information
asymmetries between investors and issuers as a result of the enhanced
disclosure under the amendments may also incrementally facilitate
capital formation and reduce the cost of capital.\493\ Further, by
enabling public disclosure of additional repurchase information, the
amendments may result in information being more fully incorporated into
share prices, and therefore, more informationally efficient share
prices. Taken together, the final rules may contribute to more
efficient allocation of capital, capital formation, competition, and
the maintenance of fair and orderly markets. Some commenters on the
daily reporting proposal \494\ asserted that daily repurchase
disclosure furnished one business day after an issuer repurchase may
contain considerable noise, which may lead some investors to draw
inaccurate inferences, reducing these information benefits and
potentially leading to increased volatility and speculative trading.
This consideration is more likely to be pronounced for issuers with a
less sophisticated investor base. As discussed in Section V.C.2 above,
because the final amendments are not implementing the daily reporting
frequency requirement, we believe that these concerns are likely to be
substantially alleviated, if not fully addressed, under the final
amendments.
---------------------------------------------------------------------------

    \492\ But see supra note 445.
    \493\ As discussed above, the final rules are expected to reduce
information asymmetry between investors and repurchasing issuers,
which can reduce investors' uncertainty about estimated future cash
flows, thus lowering the risk premium they demand and, potentially,
issuer cost of capital. See, e.g., Easley and O'Hara (2004);
Botosan, C., Disclosure and the Cost of Capital: What Do We Know?,
36 Acct. & Bus. Res. 31 (2006) (stating that ``[t]he overriding
conclusion of existing theoretical and empirical research is that
greater disclosure reduces cost of capital''); Lambert, R., Leuz,
C., & Verrecchia, R., Accounting Information, Disclosure, and the
Cost of Capital, 45 J. Acct. Res. 385 (2007) (showing, in a
conceptual framework, that ``increasing the quality of mandated
disclosures should in general move the cost of capital closer to the
risk-free rate'' and ``generally reduce the cost of capital for each
firm in the economy'' and further noting that ``the benefits of
mandatory disclosures are likely to differ across firms.'');
Accelerated Filer and Large Accelerated Filer Definitions, Rel. No.
34-88365 (Mar. 12, 2020) [85 FR 17178 (Mar. 26, 2020)], at 17215,
note 477. As a caveat, while the cited examples relate to disclosure
and cost of capital, they examine other disclosure contexts (not the
frequency of share repurchase reporting), as pointed out by a
commenter. See letters from Chamber II and Profs. Lewis and White.
    \494\ See supra notes 79-81.
---------------------------------------------------------------------------

    To the extent that the amended requirements affect smaller issuers
to a greater extent than larger issuers, they could result in adverse
effects on competition.\495\ The fixed component of the legal costs of
preparing the disclosure could be one contributing factor.\496\ The
lower liquidity of smaller issuers' securities,\497\ which may

exacerbate the price impact of the new disclosure, may also contribute
to disproportionate effects of the disclosure on smaller issuers. The
latter effect could be mitigated by the lower incidence, and the lower
average level (relative to issuer size), of repurchases among smaller
issuers.\498\ To the extent that the quarterly reporting of repurchases
for FPIs that file on Form 20-F is a significant additional cost \499\
for such issuers as they do not file quarterly reports with the
Commission, such costs may discourage some foreign issuers from listing
in the U.S. market, resulting in adverse effects on competition.
Compared to the proposal, the much lower frequency of reporting of
additional disaggregated repurchase information is expected to
significantly reduce the compliance and indirect costs of the
disclosure requirements in the final amendments. As a result, to the
extent that smaller filers would have incurred a disproportionate
impact of the new disclosures, this change will also reduce the
potential negative effects of the amendments on competition, compared
to the proposal.
---------------------------------------------------------------------------

    \495\ See, e.g., letters from ACCO and Profs. Lewis and White.
See also letter from Guzman (stating that the proposed disclosures
could negatively affect competition in the financial services sector
by inducing issuers to use larger intermediaries instead of smaller
financial firms).
    \496\ In the case of funds, while we expect larger Listed
Closed-End Funds and business development companies, or funds that
are part of a large fund complex, to incur higher costs related to
final amendments in absolute terms relative to a smaller fund or a
fund that is part of a smaller fund complex, we expect a smaller
fund to find it more costly, per dollar managed, to comply with the
final amendments because it would not be able to benefit from a
larger fund complex's economies of scale.
    \497\ See, e.g., Amihud, Y. & Mendelson, H., Liquidity and Stock
Returns, 42 Fin. Analysts J. 43 (1986) (noting that ``[t]he stocks
of small firms suffer from market `thinness,' which impairs their
liquidity''.); Duarte, H. & Young, L., Why is PIN priced? 91 J. Fin.
Econ. 119 (2009) (in Table 6, showing that larger firm size is
correlated with higher liquidity based on different measures);
Collver, C., A Characterization of Market Quality for Small
Capitalization US Equities, September 2014, available at https://www.sec.gov/files/marketstructure/research/small_cap_liquidity.pdf
(2014) (finding that ``[s]mall cap stocks had larger quoted and
effective spreads and traded much lower volumes than mid cap
stocks'' and that ``[l]iquidity improved with market
capitalization'').
    \498\ See, e.g., Dittmar, A., Why Do Firms Repurchase Stock, 73
J. Bus. 331 (2000) (finding that ``large firms are the dominant
repurchasers''); Cheng et al. (2015) (showing in Table 2 that
repurchasing firms are significantly larger than nonrepurchasing
firms); Jiang, Z., Kim, K.A., Lie, E., and Yang, S., Share
Repurchases, Catering, and Dividend Substitution, 21 J. Corp. Fin.
36 (2013) (showing in Table 5 that firm size is positively related
to the fraction of outstanding share purchases by firms on a monthly
basis).
    \499\ FPIs may file current reports with the Commission on a
more frequent basis. Further, some FPIs already are subject to more
granular repurchase reporting requirements in their home
jurisdiction, in which case their incremental cost of complying with
the final amendments may be lower than for domestic issuers.
---------------------------------------------------------------------------

    As discussed in Section V.C.1 above, a potential indirect cost of
the amended disclosure requirements is the possibility that issuers
inefficiently decrease repurchases. Further, to the extent that
repurchases currently contribute to more informationally efficient
prices and greater liquidity,\500\ any inefficient reduction in
repurchases in response to the amended disclosure requirements will
result in the indirect costs of decreased price efficiency (partly
offset by the information benefits of the new disclosures) and
decreased liquidity. We have discussed mitigating factors for these
effects in detail in Section V.C.1 above. As discussed in Section V.C.1
above, we also believe that the change to the frequency of reporting
the disaggregated repurchase information is likely significantly
alleviate these concerns, compared to the proposal.
---------------------------------------------------------------------------

    \500\ See supra note 433.
---------------------------------------------------------------------------

E. Reasonable Alternatives

1. Alternative Reporting Frequencies and Disclosure Granularity
    In a change from the proposal, the final amendments require
corporate issuers that file on domestic forms that engage in share
repurchases to report information on repurchases conducted during each
quarter, disaggregated on a day-by-day basis, as suggested by two
commenters.\501\ Relatedly, we are requiring FPIs not reporting on
domestic forms to report the same share repurchase information on Form
F-SR. Listed Closed-End Funds that report on Form N-CSR will be
required to report the information on repurchases, similarly
disaggregated on a day-by-day basis, on a semi-annual basis. As an
alternative, we could require issuers to report repurchase activity
disaggregated on a less granular basis--such as biweekly basis, as
suggested by one commenter,\502\ or weekly basis, as suggested by other
commenters.\503\ Compared to the final amendments, this alternative
would decrease direct and indirect issuer costs associated with the
amended disclosure requirements, as discussed in greater detail in
Section V.C above. In turn, it would also reduce the information
benefits of the disclosure to investors, discussed in greater detail in
Section V.B above, compared to the final amendments. The net effects
would be smaller if the daily repurchase trading has relatively little
incremental information content compared to the more aggregated--weekly
or bi-weekly--totals (e.g., exhibits relatively little variation from
day to day in repurchase volumes and prices), if existing market data
is sufficiently informative about likely issuer repurchases (due to
price impact of large repurchases, even absent disclosure), or if
investors are unable to accurately parse historical repurchase data
disaggregated on a daily basis (e.g., due to noise, as suggested by
some commenters \504\).
---------------------------------------------------------------------------

    \501\ See supra notes 110-111.
    \502\ See letter from Home Depot.
    \503\ See, e.g., letters from BrilLiquid, Guzman, Hecht, and
Pentacoff.
    \504\ See supra notes 483-484 and accompanying text.
---------------------------------------------------------------------------

    As another alternative, we could adopt a more frequent repurchase
reporting requirement--for example, a daily reporting frequency
requirement, as proposed,\505\ a weekly reporting frequency
requirement,\506\ or a monthly reporting frequency requirement.\507\
Compared to the final amendments, requiring more frequent reporting
would provide investors with less delayed information about issuer
repurchases and potentially enable them to perform a more timely
evaluation of an issuer's repurchase activity, independently or in
conjunction with other disclosures. This alternative may enable
investors that trade based on short-term information to construct a
potentially better informed trading strategy, as well as gauge more
quickly the extent to which recent repurchases, conducted at a specific
point in time, were likely to be aligned with shareholder value
maximization. Such effects would be larger if the alternative
disclosure frequency is higher and/or if the repurchase information is
of a time-sensitive nature. In turn, more frequent reporting,
particularly, the daily reporting frequency, would dramatically
increase issuer costs, including compliance costs, front-running risks,
indirect costs due to potentially inefficient decrease in repurchases,
and other costs discussed in detail in Section V.C above, compared to
the final amendments and the baseline, as noted by various
commenters.\508\
---------------------------------------------------------------------------

    \505\ See supra note 65.
    \506\ See supra note 116.
    \507\ See supra notes 113 (supporting monthly reporting of daily
data), 114 (proposing, among various alternatives, monthly reporting
of biweekly data), and 115 (recommending monthly reporting of
monthly aggregate historical repurchase activity).
    \508\ See supra notes 481 (discussing front-running costs) and
484 (discussing potential for inefficient efforts to restructure
repurchase programs in an attempt to minimize the effects of front-
running and price impact of the daily reporting) and accompanying
text.
---------------------------------------------------------------------------

    As another alternative, we could adopt a combination of alternative
reporting frequency and an alternative level of disaggregation of the
reported data. For example, we could require reporting of monthly
repurchase activity information on a monthly basis, as suggested by
various commenters.\509\ The costs and benefits of this alternative,
compared to the final amendments, would be determined by the tradeoffs
described above with respect to the greater timeliness of information
as well as a lower level of granularity of repurchase data.
---------------------------------------------------------------------------

    \509\ See supra note 115.
---------------------------------------------------------------------------

2. Alternative Scope of the Disclosure
    We could modify the scope of the amended disclosure, for instance,
omitting information about the use of Rule 10b-18 and/or Rule 10b5-1 in
the

new quantitative disclosure,\510\ information about the objectives and
rationales for repurchases,\511\ information about issuer trading plans
in new Item 408(d), or information about any policies and procedures
relating to purchases and sales of the issuer's securities by officers
and directors during repurchases, including any restrictions on such
transactions.\512\ Compared to the final amendments, narrowing the
scope of the required disclosure would reduce the costs to issuers.
However, this alternative would also provide less information to
investors and result in potentially greater information asymmetry,
compared to the final amendments. As another alternative, we could
expand the scope of the amended disclosure, for instance, requiring
additional disclosure in periodic reports about how issuers are
financing their share repurchases, as suggested by some
commenters.\513\ Compared to the final amendments, broadening the scope
of the required disclosure would increase the costs to issuers.
However, this alternative could also on the margin provide additional
information to investors, compared to the final amendments. The
information benefit would depend on whether investors already are able
to infer the additional information from other financial statement
disclosures and MD&A discussion. For example, some investors may be
able to use existing financial statement disclosures to infer whether
debt or other sources of funds were used for share repurchases.
---------------------------------------------------------------------------

    \510\ See supra note 150. But see supra notes 146-149.
    \511\ See supra note 248.
    \512\ See, e.g., letter from PNC (expressing concern that ``such
disclosure requirements are often seen as creating an expectation
that well-managed companies should have such policies and
procedures'').
    \513\ See, e.g., letters from Senators Rubio & Baldwin, CalPERS,
Prof. Palladino, Roosevelt, AFREF et al., Better Markets, and CFA
Institute.
---------------------------------------------------------------------------

3. Exemptions for Certain Issuer Categories
    We could provide exemptions from all, or some, of the amended
disclosure requirements, or modify the disclosure requirements, for
SRCs.\514\ As another alternative, we could require only the reporting
of repurchases that exceed a certain threshold, such as one or two
percent of the number of shares outstanding,\515\ or provide a
principles-based exemption from the additional disclosure requirements
for repurchases that are not material.\516\ These alternatives could
reduce the aggregate costs of the rule but also reduce the information
available to investors, compared to the final amendments. The economic
effects of the alternative of excluding small filers are uncertain to
the extent that the effects of the amended disclosure on small issuers
are somewhat ambiguous. On the one hand, smaller issuers are more
likely to be affected by the costs of additional disclosure, all else
equal (holding constant the disclosure burden). On the other hand,
smaller issuers are less likely to have repurchases,\517\ which limits
the incremental burden (as well as the incremental benefits) of
additional reporting under the amendments for each small filer.
Further, to the extent that small filers have relatively high
information asymmetries because of lower analyst and institutional
coverage, disclosure about their repurchases may be relatively more
informative to investors.\518\
---------------------------------------------------------------------------

    \514\ See supra notes 131-135.
    \515\ See supra notes 101-104. See also letter from ABA
Committee (recommending a higher, five percent, trigger for SRCs).
    \516\ See also, e.g., letter from Cravath (recommending that a
share repurchase plan that is not material not be required to be
disclosed publicly on periodic reports).
    \517\ See supra notes 134-135 and accompanying text.
    \518\ See also supra note 129 (discussing comment letters that
recommended not exempting smaller issuers from the amendments).
---------------------------------------------------------------------------

    As another alternative, we could provide exemptions or different
requirements for FPIs not reporting on domestic forms,\519\ Listed
Closed-End Funds,\520\ or issuers without an established securities
market.\521\ These alternatives would eliminate or reduce the costs for
the affected issuers but also reduce the information benefits for
investors in these issuers, compared to the final amendments. For
example, as suggested by commenters, not all of the motivations for
corporate issuers' share repurchases will apply to Listed Closed-End
Funds because of differences in the business model and organizational
structure of a fund as compared to a corporate issuer.\522\ We believe,
however, that investors would benefit from receiving timely details
about a fund's repurchase activity so they can make an informed
decision as to whether the fund's share price has been influenced by
this repurchase activity, which is difficult to do without the daily
details the final amendments will provide.
---------------------------------------------------------------------------

    \519\ See supra note 122.
    \520\ See supra note 140 and accompanying text.
    \521\ See supra note 136 and accompanying text.
    \522\ See supra note 140 and accompanying text.
---------------------------------------------------------------------------

    Additionally, exempting FPIs reporting on FPI forms would prevent
the affected issuers from incurring the cost of multiple, different
layers of repurchase disclosures (and in some cases, on the margin
potentially adding to the burden of U.S. disclosure requirements that
can discourage a U.S. listing). However, it would also reduce the
amount of information available to investors, potentially reducing
their ability to make informed investment decisions, compared to the
final amendments.\523\ Further, exempting such issuers may place them
at a relative competitive advantage to issuers subject to the new
disclosure requirements. Ultimately, the aggregate effects of exempting
these categories of issuers may be incremental as such issuers engage
in relatively fewer repurchases than domestic issuers, as seen in
Section V.A.1 above.
---------------------------------------------------------------------------

    \523\ See also supra note 123 and accompanying text (discussing
comment letters that supported the benefits of extending the
amendments to foreign private issuers).
---------------------------------------------------------------------------

    Relatedly, exempting unlisted issuers or issuers without any
established securities market more generally would eliminate the costs
of the amendments for such issuers.\524\ Nevertheless, investors in
such issuers would lose the information benefits of the additional
disclosures, which might be relatively more consequential for investors
in issuers with a thin trading market or without a trading market that
lack the price discovery from active trading. The discussion of the
alternative of exempting small issuers also pertains to unlisted
issuers or issuers without an established securities market to the
extent that such issuers tend to be smaller companies.
---------------------------------------------------------------------------

    \524\ See letter from Publix. Based on staff analysis of section
12(b) registration status data on issuers with an exchange-listed
class of securities and of Over-the-Counter (``OTC'') Markets' data
on OTC quotation for 2021, we estimate that an established
securities market cannot be identified for approximately 500 out of
7,500 affected filers of Forms 10-Q, 10-K, or 20-F and for
approximately 100 out of 3,600 issuers that undertook repurchases.
See also supra notes 374 and 376.
---------------------------------------------------------------------------

    As another alternative, suggested by some commenters,\525\ we could
exempt bank holding companies from the amended disclosure requirements.
Under this alternative, banks would not incur the costs of the
amendments discussed in Section V.C above (including the cost of
potentially divulging confidential information).\526\ The incremental
effect on bank investors may be smaller to the extent that banks' use
of capital is subject to significant regulatory oversight and banks
already disclose more capital and capital planning information than
other

issuers.\527\ Nonetheless, we believe that information about issuer
repurchases under the final amendments is valuable for addressing
information asymmetries between banks and their investors. Under this
alternative, bank investors would receive significantly less
information about issuer repurchases, compared to the final amendments.
---------------------------------------------------------------------------

    \525\ See supra note 140.
    \526\ Id.
    \527\ Id.
---------------------------------------------------------------------------

4. Alternative Implementation Approaches
    We could modify some of the elements of implementation of the
amended disclosure requirements. The final amendments require daily
repurchase data to be reported periodically (as an exhibit to Forms 10-
Q and 10-K, on Form N-CSR, and for FPIs reporting on FPI forms, on new
Form F-SR). As one alternative, we could require all issuers, rather
than only FPIs, to report the historical daily repurchase information
on a new form. By introducing a new form for all issuers, this
alternative could incrementally increase the initial transition costs,
compared to the final amendments. On balance, this alternative is
unlikely to impact ongoing disclosure costs, compared to the final
amendments, holding the scope and frequency of the required disclosure
constant. However, in the case of Listed Closed-End Funds, such an
alternative would require more frequent--quarterly, rather than semi-
annual--reporting of historical daily repurchase data resulting in
timelier disclosure of such information to investors and higher direct
and indirect costs of reporting (described in greater detail in Section
V.C. above) for affected issuers, compared to the final amendments.
Compared to corporate issuers, relatively few funds engage in share
repurchases, as discussed in Section V.A.1 above. Thus, the aggregate
costs and benefits of such an alternative for affected fund issuers are
likely to be modest.\528\ As another alternative, we could require
issuers that file on Forms 10-K and 10-Q to provide the same historical
daily repurchase disclosure in the body of the form, rather than in an
exhibit. Moving the disclosure from the exhibit to the body of the form
is not expected to affect the costs for issuers or informational
benefits to investors, conditional on the contents of the disclosure
requirements remaining the same. In cases of issuers with more daily
repurchases to be disclosed, the increase in the length of the main
body of the periodic report under this alternative could make the
periodic report somewhat less readable to investors (especially those
investors not specifically seeking daily repurchase data), compared to
the final amendments.
---------------------------------------------------------------------------

    \528\ See also supra note 140 and accompanying text (discussing
potentially smaller benefits for funds).
---------------------------------------------------------------------------

    We are eliminating the existing requirement to provide monthly
breakdowns of repurchase activity in periodic reports. As an
alternative, we could retain this requirement. The costs and benefits
of this alternative compared to the final amendments are similarly
likely to be fairly incremental because the aggregation of daily
information into a monthly breakdown is likely to be low-cost for
filers, and of relatively little incremental importance to investors.
    As another alternative, we could require that issuers announce all
share repurchase plans in advance, as suggested by a few
commenters.\529\ Under this alternative, investors may benefit from
additional information related to the issuer's future repurchase plans.
The incremental benefit of the requirement may be limited for issuers
that already routinely disclose repurchase announcements--under
exchange listing standards, companies are required to promptly disclose
material new developments, and, according to at least one law firm,
board authorization of a buyback is generally treated as requiring
disclosure under these standards.\530\ However, such an alternative
would ensure greater consistency, particularly among non-exchange-
listed issuers, in the information being made available to investors
about an issuer's future repurchase plans. As discussed in Section V.A.
above, the authorization of a repurchase program can indicate the
issuer's belief that the stock is undervalued or convey other value-
relevant information to investors. At the same time, to the extent that
issuers that do not presently pre-announce repurchase programs avoid
such announcements because such announcements would be costly for
them--for instance, by effecting a greater degree of upward price
pressure than subsequent periodic reporting of repurchase activity, and
therefore increasing the price of the purchased shares--this
alternative would impose greater cost on such issuers (and their
existing shareholders that do not sell during a repurchase program),
compared to the final amendments.
---------------------------------------------------------------------------

    \529\ See, e.g., letters from CFA Institute; CalPERS;
BrilLiquid; and ICGN.
    \530\ See SEC Proposes Rules to Modernize Share Repurchase
Disclosures, Wilmer Hale (Dec. 27, 2021), https://www.wilmerhale.com/insights/client-alerts/20211227-sec-proposes-rules-to-modernize-share-repurchase-disclosures.
---------------------------------------------------------------------------

5. Structured Disclosure
    As another alternative, we could scale the structured disclosure
requirements compared to the amendments, for instance, by not requiring
that the quantitative disclosure in periodic reports, or the narrative
disclosure, be structured. These alternatives could incrementally
increase the cost of the extraction and analysis of additional
information about the structure and purpose of repurchase programs,
compared to the final amendments. At the same time, the incremental
cost savings for issuers, compared to the final amendments, would
likely be modest since affected filers already tag various other
disclosures in their filings with the Commission.\531\
---------------------------------------------------------------------------

    \531\ See 17 CFR 232.405(b) (setting forth structured disclosure
requirements for, inter alia, corporate issuers and closed-end
management investment companies).
---------------------------------------------------------------------------

6. Compliance Dates
    FPIs that file on FPI forms will be required to comply with the new
disclosure requirements in the first filing that covers the first full
fiscal quarter that begins on or after April 1, 2024; Listed Closed-End
Funds--in the first filing that covers the first fiscal period that
begins on or after January 1, 2024; and all other issuers--in the first
filing that covers the first full fiscal quarter that begins on or
after October 1, 2023. As an alternative, we could provide a longer
transition period (for example, for up to one year after the effective
date of the final rules), as suggested by some commenters.\532\ Under
this alternative, the costs and benefits of the final amendments
discussed above would be deferred until the compliance date. Further,
to the extent that affected issuers and intermediaries that assist them
with the execution of repurchase programs require some time to
implement new systems, processes, and policies to gather information
for the new disclosures, the alternative could further incrementally
mitigate some of the initial transition challenges and associated
burden, by enabling affected issuers to do so with fewer time
pressures.
---------------------------------------------------------------------------

    \532\ See, e.g., letters from SIFMA II; Sullivan; Wilson
Sonsini.
---------------------------------------------------------------------------

VI. Paperwork Reduction Act

A. Summary of the Collections of Information

    Certain provisions of our rules and forms that will be affected by
the final

amendments contain ``collection of information'' requirements within
the meaning of the PRA.\533\ The Commission published notices
requesting comment on revisions to these collections of information
requirements in the Proposing Release and the Rule 10b5-1 Proposing
Release, and it has submitted these requirements to the Office of
Management and Budget (``OMB'') for review in accordance with the
PRA.\534\ The hours and costs associated with preparing and filing the
forms constitute reporting and cost burdens imposed by each collection
of information. An agency may not conduct or sponsor, and a person is
not required to comply with, a collection of information unless it
displays a currently valid OMB control number. Compliance with the
information collections is mandatory. Responses to the information
collections are not kept confidential and there is no mandatory
retention period for the information disclosed. The titles for the
affected collections of information are:
---------------------------------------------------------------------------

    \533\ See supra note 469.
    \534\ See 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

     ``Form 10-K'' (OMB Control No. 3235-0063);
     ``Form 10-Q'' (OMB Control No. 3235-0070);
     ``Form 20-F'' (OMB Control No. 3235-0288);
     ``Form N-CSR'' (OMB Control No. 3235-0570); and
     ``Form F-SR'' (a new collection of information).
    We adopted the existing forms pursuant to the Exchange Act and
Investment Company Act, and are adopting the new form pursuant to the
Exchange Act. The forms set forth the disclosure requirements for
periodic reports filed by issuers to help investors make informed
investment and voting decisions. A description of the final amendments,
including the need for the information and its use, as well as a
description of the likely respondents, may be found in Sections I, II,
and III above, and a discussion of the economic effects of the proposed
amendments may be found in Section V above.

B. Summary of Comment Letters

    In the Proposing Release, the Commission requested comment on the
PRA burden hour and cost estimates and the analysis used to derive such
estimates. One commenter directly addressed the PRA analysis of the
proposed amendments,\535\ and other commenters provided responses to
certain requests for comment that have informed some of our PRA
estimates.\536\ Generally, these commenters asserted that the costs and
burdens of the proposed amendments would likely be greater than what
the Commission estimated in the Proposing Release.
---------------------------------------------------------------------------

    \535\ See letter from Empire.
    \536\ See, e.g., letters from Norfolk Southern and SIFMA II.
---------------------------------------------------------------------------

    In the Rule 10b5-1 Proposing Release, the Commission similarly
requested comment on the PRA burden hour and cost estimates and the
analysis used to derive the estimates in that release. We did not
receive any comments that directly addressed the PRA analysis of those
proposed amendments. However, as noted in the Rule 10b5-1 Adopting
Release, we made some changes to proposed Item 408(a) as a result of
comments received in response to the Rule 10b5-1 Proposing Release and
revised our estimates, taking into account the changes and the comments
received. New Item 408(d) that we are adopting in this release reflects
corresponding changes.

C. Summary of Collections of Information Requirements

    As discussed in more detail in the Proposing Release \537\ and the
Rule 10b5-1 Proposing Release,\538\ we derived the burden hour
estimates by estimating the change in paperwork burden as a result of
the amendments. As noted in Section III, we have made some changes to
the proposed amendments as a result of comments received, and have
revised our PRA estimates to take into account these changes.
---------------------------------------------------------------------------

    \537\ See Section V of the Proposing Release, supra note 2.
    \538\ See Section V of the Rule 10b5-1 Proposing Release, supra
note 17.
---------------------------------------------------------------------------

1. Estimated Paperwork Burden for Daily Quantitative Share Repurchase
Disclosures
    In the Proposing Release, we estimated a burden of 1.5 hours for
each proposed Form SR, which would include the effects of compiling the
required data elements for each date that the form would be required,
tagging the data using Inline XRBL, and preparing and submitting the
form. Although the final amendments require the same additional detail
regarding the structure of an issuer's repurchase program and its daily
share repurchases as in the Proposing Release, the frequency and manner
of the disclosure is different from the proposal. Instead of requiring
issuers to provide quantitative daily repurchase disclosure on a new
Form SR one business day after execution of an issuer's share
repurchase order, as proposed, the final amendments require issuers to
provide quantitative daily repurchase disclosure on a less frequent
periodic basis.\539\
---------------------------------------------------------------------------

    \539\ The final amendments require domestic corporate issuers
and FPIs filing on the FPI forms to file their information quarterly
in their Form 10-Q and Form 10-K (for an issuer's fourth fiscal
quarter) and new Form F-SR, respectively, and Listed Closed-End
Funds to file that information semi-annually in Form N-CSR.
---------------------------------------------------------------------------

    The final amendments require corporate issuers reporting on
domestic forms and Listed Closed-End Funds to file daily aggregated
repurchase data in their periodic reports, and FPIs filing on the FPI
forms to file daily aggregated repurchase data quarterly on new Form F-
SR. The repurchase data is to be tagged using Inline XBRL.\540\ The
final amendments require disclosure of a potentially greater quantity
of repurchase data in the particular periodic filing (repurchases over
a quarterly or six-month period, depending on the filer) than would
have been required under proposed Form SR, which would have only
included the repurchases from one day.\541\ In consideration of these
changes, we are estimating the burden hours for the daily quantitative
share repurchase disclosure to be 5.0 hours.
---------------------------------------------------------------------------

    \540\ Any burdens associated with interactive data associated
with the final amendments are estimated to be negligible. For
administrative simplicity, these burdens therefore are incorporated
into the burdens associated with the forms, discussed below.
    \541\ We recognize that, for issuers to prepare monthly
repurchase data under the current disclosure requirement, they may
already be collecting daily repurchase data. As a result, they may
already have the systems or processes in place to collect or report
some of the repurchase data, which they may be able to leverage for
the new disclosure and may mitigate some of the burdens.
---------------------------------------------------------------------------

    We recognize that the burden hours may be higher or lower depending
on the number of applicable repurchases that the issuer conducts in the
period covered by the form. These adjustments will be reflected on
Forms 10-Q, 10-K, N-CSR, and F-SR.\542\ Because any disclosure under
the final amendments would be made quarterly or semi-annually,
depending on the filer type, rather than daily, in total we estimate
that the burdens and costs of the final amendments should be lower than
for the proposed amendments.\543\
---------------------------------------------------------------------------

    \542\ We also estimate a burden of 1.0 hour to submit new Form
F-SR. The other forms are existing forms that already reflect a
submission burden.
    \543\ We believe the costs for issuers will be lower on an
annual basis because issuers will be required to provide this
disclosure a maximum of four times per year for domestic corporate
issuers and FPIs, and a maximum of two times per year for
registered-closed end funds. The proposed amendments would likely
have required issuers to provide significantly more forms per year
at a greater cost than the final amendments because the proposed
amendments would have required issuers to provide proposed Form SR
one business day after execution every one of an issuer's share
repurchase orders. See letter from SIFMA II (``Additionally, time
and cost implications should also be considered. The 1.5 hours per
day preparation time estimated by the SEC quickly turns into 7.5
hours a week, or more for those who are in the market daily, for the
duration of the share repurchase plan.'').

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

    Additionally, issuers are required currently to file monthly
aggregated repurchase data in their periodic reports. We are
eliminating this requirement. Accordingly, for PRA purposes, we
estimate a reduction in costs and burdens associated with this
requirement of 2.0 hours. These adjustments will be reflected in Forms
10-K, 10-Q, N-CSR, and 20-F.
    Our estimates are for the average burden over the first three years
of reporting.\544\ The following table summarizes the estimated
paperwork burden associated with the final amendments' required daily
quantitative repurchase disclosures for issuers of equity securities
registered under section 12 of the Exchange Act in existing Forms 10-K,
10-Q, and N-CSR, and in new Form F-SR and the elimination of the
monthly repurchase disclosures in Forms 10-K, 10-Q, N-CSR, and 20-F.
---------------------------------------------------------------------------

    \544\ We acknowledge that final amendments may initially entail
a higher burden as issuers get accustomed to collecting data for,
and preparing, the form. We believe, however, that the burden will
be reduced with subsequent filings.

   PRA Table 1--Estimated Paperwork Burden of Daily Quantitative Share
Repurchase Disclosures and Elimination of Monthly Repurchase Disclosures
------------------------------------------------------------------------
                                                    Brief explanation of
        Affected forms           Estimated burden     estimated burden
------------------------------------------------------------------------
Form 10-K, Form 10-Q, Form N-   An increase of     This estimated burden
 CSR.                            5.0 burden hours   includes the
                                 for each           estimated 5.0-hour
                                 affected form.     burden for the
                                                    compilation of the
                                                    data elements,
                                                    tagging the data
                                                    using Inline XBRL,
                                                    and preparing the
                                                    exhibit (in Form 10-
                                                    K and 10-Q) or table
                                                    (in Form N-CSR).
Form F-SR.....................  6.0 burden hours   This estimated burden
                                 for each           includes the
                                 affected form.     estimated 5.0-hour
                                                    burden for the
                                                    compilation of the
                                                    data elements,
                                                    tagging the data
                                                    using Inline XBRL,
                                                    and preparing the
                                                    form, plus a 1.0-
                                                    hour burden for
                                                    submitting the Form
                                                    F-SR.
Form 10-K, Form 10-Q, Form N-   A decrease of 2.0  This estimated burden
 CSR, Form 20-F.                 burden hours for   reduction reflects
                                 each affected      the elimination of
                                 form.              the monthly
                                                    aggregated
                                                    repurchase data.
------------------------------------------------------------------------

    We estimate that the new daily quantitative repurchase disclosure
requirements will change the paperwork burden for filings on the
affected periodic disclosure forms that include share repurchase
disclosure. However, not all filings on the affected forms will include
these disclosures because the disclosures are required only when an
issuer conducts a share repurchase. Based on staff analysis of data
from Compustat and EDGAR filings for fiscal year 2021,\545\ we estimate
that the daily quantitative repurchase disclosure requirements in the
final amendments will affect approximately 3,300 domestic corporate
issuers, 300 FPIs, and 100 Listed Closed-End Funds.
---------------------------------------------------------------------------

    \545\ See supra Section V.A.1.
---------------------------------------------------------------------------

    Additionally, we note that most issuers that conduct share
repurchases do so over a period of time, rather than by making a single
purchase or a few isolated purchases during the year. Therefore, for
purposes of this PRA analysis, we assume that the daily quantitative
repurchase disclosures will be distributed evenly throughout an
issuer's fiscal year. As a result, we estimate that, annually, the
required daily quantitative repurchase disclosure will be included in
one Form 10-K and three Form 10-Qs for each affected corporate issuer
filing on domestic forms, four Form F-SRs for each affected FPI, and
two Form N-CSRs for each affected Listed Closed-End Fund. Based on the
staff's findings, the table below sets forth our estimates of the
number of filings on these forms that include share repurchase
disclosure.\546\
---------------------------------------------------------------------------

    \546\ We used this data to extrapolate the effect of these
changes on the paperwork burden for the listed periodic reports. The
OMB's PRA filing inventories represent a three-year average, which
may not align with the actual number of filings in any given year.

                                                    PRA Table 2--Estimated Number of Affected Filings
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Number of
                                     Number of                                     forms that      Number of      Increase in burden  Decrease in burden
                                      issuers                           Current     include       filings that      hours for daily     hours for daily
                                    affected by   Forms that include    annual       share       include share    quantitative share  quantitative share
            Issuer type                 the        share repurchase    responses   repurchase      repurchase         repurchase          repurchase
                                     repurchase       disclosure        in PRA     disclosure      disclosure       disclosures per     disclosures per
                                     disclosure                        inventory    annually   annually per form         form,               form
                                      annually                                     per issuer
                                            (A)  (B)................         (C)          (D)    (E) = (A) x (D)     (F) = (E) x 5.0     (G) = (E) x 2.0
                                                                                [Forms 10-K, 10-Q,  [Forms 10-K, 10-Q,
                                                                                N-CSR] or 6.0        20-F, N-CSR]
                                                                                [Form F-SR]
--------------------------------------------------------------------------------------------------------------------------------------------------------
Corporate Issuer Reporting on             3,300  10-K...............       8,292            1              3,300              16,500             (6,600)
 Domestic Forms.                                 10-Q...............      22,925            3              9,900              49,500            (19,800)
FPI...............................          300  F-SR...............           0            4              1,200               7,200
                                                 20-F...............         729            1                300                                   (600)
Registered Closed-End Fund........          100  N-CSR..............       6,898            2                200               1,000               (400)
--------------------------------------------------------------------------------------------------------------------------------------------------------

2. Estimated Paperwork Burdens of the Narrative Share Repurchase
Disclosures in Item 703 of Regulation S-K, Form 20-F, Form N-CSR, and
Form F-SR
    As discussed in Section III.B.3., the modifications in the final
amendments from the proposed amendments relating to the narrative
disclosures in Item 703 of Regulation S-K and Form N-CSR are generally
limited to clarifying certain aspects of the proposed amendments.
Therefore, because the substantive requirements for those disclosures
is the same, our PRA estimate is the same as the PRA estimate in the
Proposing Release. As a result, we continue to estimate a burden of 3.0
hours for each form for all the narrative disclosures in Item 703 of
Regulation S-K and Form N-CSR. We estimate those 3.0 hours to consist
of 0.5 hours for the checkbox and 2.5 hours for the remaining narrative
disclosures.
    However, in a change from the proposal, the final amendments
require FPIs to include one part of their narrative disclosures, the
checkbox disclosure requirement, in Form F-SR, whereas the other three
narrative disclosures will be in Form 20-F. Accordingly, we are
estimating that the narrative disclosure burden for Form 20-F will be
2.5 hours, consistent with the 2.5 hour narrative disclosure burden for
corporate issuers filing on domestic forms and Listed Closed-End Funds
without the burden for the checkbox. However, because Exchange Act
section 16 does not apply to investors in FPIs and thus FPIs may not
rely on Exchange Act section 16 filings, we believe FPIs will have a
larger burden in collecting the information necessary to comply with
the checkbox requirement than other issuers. Therefore, we are
estimating the burden hours for the checkbox requirement for Form F-SR
to be 1.0 hour, rather than 0.5 hours.
    Our estimate is for the average burden over the first three years
of reporting.\547\ The following table summarizes the estimated
paperwork burdens associated with the final amendments' required
narrative disclosure for issuers of equity securities registered under
section 12 of the Exchange Act in Forms 10-K, 10-Q, 20-F, N-CSR, and F-
SR.
---------------------------------------------------------------------------

    \547\ We acknowledge that final amendments may initially entail
a higher burden as issuers get accustomed to collecting data for,
and preparing, the form. We believe, however, that the burden will
be reduced with subsequent filings.

     PRA Table 3--Estimated Paperwork Burden of the Narrative Share
  Repurchase Disclosures in Item 703 of Regulation S-K, Form 20-F, and
                               Form N-CSR
------------------------------------------------------------------------
                                 Estimated burden   Brief explanation of
        Affected forms               increase         estimated burden
------------------------------------------------------------------------
Form 10-K, Form 10-Q, Form N-   An increase of     This estimated burden
 CSR.                            3.0 burden hours   includes the
                                 for each           estimated 3.0-hour
                                 affected form.     burden for the
                                                    narrative share
                                                    repurchase
                                                    disclosures,
                                                    including the
                                                    checkbox
                                                    requirement, and the
                                                    use of structured
                                                    data for this
                                                    information.
Form 20-F.....................  An increase of     This estimated burden
                                 2.5 burden hours   includes the
                                 for each           estimated 2.5-hour
                                 affected form.     burden for the
                                                    narrative share
                                                    repurchase
                                                    disclosures, other
                                                    than the checkbox
                                                    requirement, and the
                                                    use of structured
                                                    data for this
                                                    information.
Form F-SR.....................  1.0 burden hour    This estimated burden
                                 for each           includes the
                                 affected form.     estimated 1.0-hour
                                                    burden for the
                                                    checkbox requirement
                                                    in the narrative
                                                    share repurchase
                                                    disclosures and the
                                                    use of structured
                                                    data for this
                                                    information.
------------------------------------------------------------------------

    We estimate that the new narrative disclosure requirements will
increase the paperwork burden for filings on the affected periodic
disclosure forms that include share repurchase disclosure. However, as
we discussed above, not all filings on the affected forms will include
these disclosures because the disclosures are required only when an
issuer conducts a share repurchase. Additionally, as discussed above,
we estimate that the narrative disclosure requirements in the final
amendments will affect approximately 3,300 domestic corporate issuers,
300 FPIs, and 100 Listed Closed-End Funds.
    Additionally, because most issuers that conduct share repurchases
do so over time, rather than by making a single purchase or a few
isolated purchases during the year, for purposes of this PRA analysis,
we assume that the narrative disclosures will be distributed evenly
throughout an issuer's fiscal year. As a result, we estimate that,
annually, the required narrative disclosure will be included in one
Form 10-K and three Form 10-Qs for each affected corporate issuer
filing on domestic forms, four Form F-SRs and one Form 20-F for each
affected FPI, and two Form N-CSRs for each affected Listed Closed-End
Fund. Based on the staff's findings, the table below sets forth our
estimates of the number of filings on these forms that will include
share repurchase disclosure.\548\
---------------------------------------------------------------------------

    \548\ We used this data to extrapolate the effect of these
changes on the paperwork burden for the listed periodic reports. The
OMB's PRA filing inventories represent a three-year average, which
may not align with the actual number of filings in any given year.

                                                                        PRA Table 4--Estimated Number of Affected Filings
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Number of
                                                 Number of                                                forms that
                                                  issuers                                      Current     include    Number of filings     Burden hour        Burden hour        Burden hour
                                                affected by     Forms that include share       annual       share        that include       increase for       increase for       increase for
                  Issuer type                       the           repurchase disclosure       responses   repurchase   share repurchase   narrative share    narrative share    narrative share
                                                 repurchase                                    in PRA     disclosure      disclosure         repurchase         repurchase         repurchase
                                                 disclosure                                   inventory    annually   annually per form     disclosures        disclosures        disclosures
                                                  annually                                                per issuer
                                                        (A)  (B)...........................         (C)          (D)    (E) = (A) x (D)    (F) = (E) x 3.0    (G) = (E) x 2.5    (H) = (E) x 1.0
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Corporate Issuer Reporting on Domestic Forms..        3,300  10-K..........................       8,292            1              3,300              9,900
                                                             10-Q..........................      22,925            3              9,900             29,700
FPI...........................................          300  20-F..........................         729            1                300                                   750
                                                             F-SR..........................           0            4              1,200                                                    1,200

Listed Closed-End Fund........................          100  N-CSR.........................       6,898            2                200                600
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3. Estimated Paperwork Burdens of New Item 408(d)
    New Item 408(d) requires disclosure with respect to an issuer's
adoption or termination of a contract, instruction, or written plan to
purchase or sell its own securities that is intended to satisfy the
affirmative defenses conditions of Rule 10b5-1(c). The final amendments
do not require issuers to disclose information about the adoption or
termination of any trading arrangement for the purchase or sale of the
issuer's securities that meets the requirements of a non-Rule 10b5-1
trading arrangement, nor do the final amendments require issuers to
disclose pricing terms. We estimate a three-hour disclosure burden with
respect to the issuer's adoption or termination of a contract,
instruction, or written plan to purchase or sell its own securities
that is intended to satisfy the affirmative defenses conditions of Rule
10b5-1(c).\549\ Our estimate is for the average burden over the first
three years of reporting.
---------------------------------------------------------------------------

    \549\ In the Rule 10b5-1 Proposing Release, see supra note 17,
the Commission estimated that the average incremental burden for an
issuer to prepare the proposed Item 408(a) disclosure would be 15
hours. However, in the Rule 10b5-1 Adopting Release, see supra note
18, the Commission modified Item 408(a) so that the final rule does
not require disclosure of pricing terms or quarterly disclosure
regarding an issuer's adoption and termination of Rule 10b5-1 plans
and non-Rule 10b5-1 trading arrangements. As a result, the
Commission reduced the estimated PRA burden for Item 408(a)
disclosure by five hours, because it estimated a two-hour burden of
disclosing the pricing terms and a three-hour burden of preparing
the proposed disclosure regarding the adoption and termination of
Rule 10b5-1 and non-Rule 10b5-1 trading arrangements by issuers.
---------------------------------------------------------------------------

    The following table summarizes the estimated paperwork burdens
associated with the final amendments' required Item 408(d) disclosures
for issuers in Forms 10-K and 10-Q.

       PRA Table 5--Estimated Paperwork Burden of New Item 408(d)
------------------------------------------------------------------------
                                                    Brief explanation of
        Affected forms           Estimated burden     estimated burden
                                     increase             increase
------------------------------------------------------------------------
Form 10-K, Form 10-Q..........  An increase of     This estimated burden
                                 3.0 burden hours   includes the
                                 for each of the    estimated 3.0-hour
                                 affected forms.    burden for the
                                                    required disclosure
                                                    of an issuer's
                                                    adoption or
                                                    termination of any
                                                    contract,
                                                    instruction, or
                                                    written plan for the
                                                    purchase or sale of
                                                    securities intended
                                                    to satisfy the
                                                    affirmative defense
                                                    conditions of Rule
                                                    10b5-1(c) and
                                                    require the use of
                                                    structured data for
                                                    this information.
------------------------------------------------------------------------

    We estimate that the new Item 408(d) disclosure will increase the
current paperwork burden for filings on the affected forms. However, as
we discussed above, not all filings on the affected forms will include
these disclosures because the disclosures are required only when an
issuer adopts or terminates a contract, instruction, or written plan to
purchase or sell its own securities that is intended to satisfy the
affirmative defenses conditions of Rule 10b5-1(c). As noted in Section
V.A.1, an indirect approach to estimating the number of affected
issuers involves extrapolating the number of companies conducting
repurchases under Rule 10b5-1 plans in a given year from a combination
of the incidence of Rule 10b5-1 plan use among voluntarily announced
repurchases (estimated at 29 percent as previously noted) \550\ and the
overall number of companies conducting repurchases based on their
financial statements.\551\ Based on data from Compustat and EDGAR
filings for fiscal years ending between January 1, 2021, and December
31, 2021, we estimate that approximately 3,600 operating companies
conducted repurchases, yielding an estimate of approximately 1,000
companies affected by the Item 408(d) amendments.\552\
---------------------------------------------------------------------------

    \550\ See supra note 378.
    \551\ Using the number of issuers that announce repurchases in a
given year would underestimate the number significantly because
issuers may continue to implement a previously announced repurchase
program over multiple years.
    \552\ Item 408(d) does not apply to FPIs filing on FPI forms or
Listed Closed-End Funds.
---------------------------------------------------------------------------

    Additionally, because most issuers adopt or terminate a Rule 10b5-1
trading plan throughout the year, rather than adopting or terminating a
single Rule 10b5-1 trading plan during the year, for purposes of this
PRA analysis, we assume that each issuer will enter, adopt or terminate
Rule 10b5-1 trading plans evenly throughout the year. As a result, we
estimate that, annually, the new Item 408(d) disclosure will be
included in one Form 10-K and three Form 10-Qs. Based on the staff's
findings, the table below sets forth our estimates of the number of
filings on Forms 10-K and 10-Q that will be affected by new Item
408(d).\553\
---------------------------------------------------------------------------

    \553\ We used this data to extrapolate the effect of these
changes on the paperwork burden for the listed periodic reports. The
OMB's PRA filing inventories represent a three-year average, which
may not align with the actual number of filings in any given year.
---------------------------------------------------------------------------

                                          PRA Table 6--Estimated Number of Affected Filings for New Item 408(d)
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Number of
                                                Number of                                               forms that
                                                 issuers                                     Current     include    Number of filings     Burden hour
                                               affected by     Forms that include share      annual       share        that include     increase for new
                 Issuer type                       the          repurchase disclosure       responses   repurchase   share repurchase     item 408(d)
                                                repurchase                                   in PRA     disclosure      disclosure        disclosures
                                                disclosure                                  inventory    annually   annually per form
                                                 annually                                               per issuer
                                                       (A)  (B)..........................         (C)          (D)    (E) = (A) x (D)    (F) = (E) x 3.0
--------------------------------------------------------------------------------------------------------------------------------------------------------
Corporate Issuer Reporting on Domestic Forms.        1,000  10-K.........................       8,292            1              1,000              3,000
                                                            10-Q.........................      22,925            3              3,000              9,000
--------------------------------------------------------------------------------------------------------------------------------------------------------

D. Incremental and Aggregate Burden and Cost Estimates

    Below we estimate the incremental and aggregate changes in
paperwork burden as a result of the final amendments. These estimates
represent the average burden for all issuers, both large and small. In
deriving our estimates, we recognize that the burdens will likely vary
among individual issuers. The final amendments will create a new
required collection of information and change the burden per response
of existing collections of information.
    We calculated the burden estimates by multiplying the estimated
number of responses by the estimated average amount of time it would
take an issuer to prepare and review disclosure required under the
final amendments. For purposes of the PRA, the burden is to be
allocated between internal burden hours and outside professional costs.
The table below sets forth the percentage estimates we typically use
for the burden allocation for each collection of information and the
estimated burden allocation for the new collection of information. We
also estimate that the average cost of retaining outside professionals
is $600 per hour.\554\
---------------------------------------------------------------------------

    \554\ We recognize that the costs of retaining outside
professionals may vary depending on the nature of the professional
services, but for purposes of this PRA analysis, we estimate that
such costs would be an average of $600 per hour. At the proposing
stage, we used an estimated cost of $400 per hour. We are increasing
this cost estimate to $600 per hour to adjust the estimate for
inflation from August 2006.

PRA Table 7--Estimated Burden Allocation for the Affected Collections of
                               Information
------------------------------------------------------------------------
                                                             Outside
       Collection of information          Internal (%)    professionals
                                                               (%)
------------------------------------------------------------------------
Forms 10-K, 10-Q, and N-CSR............              75               25
Forms 20-F and F-SR....................              25               75
------------------------------------------------------------------------

    The table below illustrates the incremental change to the total
annual compliance burden of affected forms, in hours and in costs, as a
result of the final amendments' estimated effect on the paperwork
burden per response.

             PRA Table 8--Calculation of the Incremental Change in Burden Estimates of Current Responses Resulting From the Final Amendments
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                              Total
                                                           incremental                                      Change in outside         Change in outside
               Collection of information                   increase in      Change in company hours         professional hours       professional costs
                                                           burden hours
                                                                 (A) \a\     (B) = (A) x 0.75 or 0.25     (C) = (A) x 0.25 or 0.75      (D) = (C) x $600
--------------------------------------------------------------------------------------------------------------------------------------------------------
10-K...................................................           22,800                       17,100                        5,700            $3,420,000
10-Q...................................................           68,400                       51,300                       17,100            10,260,000
20-F...................................................              150                         37.5                        112.5                67,500
N-CSR..................................................            1,200                          900                          300               180,000
--------------------------------------------------------------------------------------------------------------------------------------------------------
\a\ Sum of columns (F), (G), or (H) in Tables 2, 4, and 6 for each affected form.

    The following tables summarize the requested paperwork burden,
including the estimated total reporting burdens and costs, under the
final amendments.

                                                            PRA Table 9--Requested Paperwork Burden Under the Final Amendments \555\
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                           Current burden                              Program change                        Requested change in burden
                                                           -------------------------------------------------------------------------------------------------------------------------------------
                                                                                Change in
                           Form                               Current    Current burden  Current outside   Number of    Change in       outside       Current                        Outside
                                                               annual         hours        professional     affected     company     professional      annual     Burden hours     professional
                                                             responses                     cost burden     responses      hours          costs       responses                     cost burden
                                                                    (A)             (B)              (C)          (D)      (E) \a\         (F) \b\      (G) \c\     (H) = (B) +  (I) = (C) + (F)
                                                                                (E)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Form 10-K.................................................        8,292      13,988,770   $1,835,588,919        3,300       17,100      $3,420,000        8,292      14,005,870   $1,839,008,919
Form 10-Q.................................................       22,925       3,098,084      410,257,154        9,900       51,300      10,260,000       22,925       3,149,384      420,517,154
Form 20-F.................................................          729         478,983      576,490,625          300           38          67,500          729         479,021      576,558,125
Form N-CSR................................................       23,680         227,137        5,949,524          200          900         180,000       23,680         228,037        6,129,524
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\a\ From column (B) in Table 8.
\b\ From column (D) in Table 8.
\c\ From column (A).

    The below summarizes the requested paperwork burden for the new
Form F-SR collection of information, including the estimated total
reporting burdens and costs, under the final amendments as described in
Section III.A. For purposes of the PRA, we estimate that new Form F-SR
will entail a 6.5-hour compliance burden per response with 1,200 annual
responses.

                 PRA Table 10--Requested Paperwork Burden for the New Collection of Information
----------------------------------------------------------------------------------------------------------------
                                                            Requested paperwork burden
   Collection of information    --------------------------------------------------------------------------------
                                   Annual responses         Burden hours        Outside professional cost burden
                                            (A) \a\    (A) x 7.0 x (0.25) \b\     (A) x 7.0 x (0.75) x $600 \c\
----------------------------------------------------------------------------------------------------------------
Form F-SR......................               1,200                     2,100                        $3,780,000
----------------------------------------------------------------------------------------------------------------
\a\ From column (E) in Tables 2 and 4.

VII. Final Regulatory Flexibility Analysis

    This Final Regulatory Flexibility Analysis (``FRFA'') has been
prepared in accordance with the Regulatory Flexibility Act
(``RFA'').\556\ It relates to the final amendments to the rules and
forms described in Section III above.
---------------------------------------------------------------------------

    \555\ Figures in this table are rounded to the nearest whole
number.
    \556\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

A. Need for, and Objectives of, the Final Amendments

    The final amendments modernize and improve disclosure about
repurchases of an issuer's equity securities that are registered under
section 12 of the Exchange Act. The amendments require additional
detail regarding the structure of an issuer's repurchase program and
its share repurchases, require the filing of daily quantitative
repurchase data either quarterly or semi-annually, and eliminate the
requirement to file monthly repurchase data in an issuer's periodic
reports. The amendments also revise and expand the existing periodic
disclosure requirements about these purchases. Finally, the amendments
add new quarterly disclosure in certain periodic reports related to an
issuer's adoption and termination of certain trading arrangements.
    The reasons for, and objectives of, the final amendments are
discussed in more detail in Sections I, II, and III above. We discuss
the economic impact and potential alternatives to the amendments in
Section V, and the estimated compliance costs and burdens of the
amendments under the PRA in Section VI above.

B. Significant Issues Raised by Public Comments

    In the Proposing Release \557\ and the Rule 10b5-1 Proposing
Release,\558\ the Commission requested comment on any aspect of the
Initial Regulatory Flexibility Analysis (``IRFA''), including the
number of small entities that would 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, how
the proposed amendments could further lower the burden on small
entities, and how to quantify the impact of the proposed amendments. We
did not receive any comments that specifically addressed the IRFA.
However, some commenters addressed aspects of the proposals that could
potentially affect small entities.
---------------------------------------------------------------------------

    \557\ See supra note 2.
    \558\ See supra note 17.
---------------------------------------------------------------------------

    In particular, two commenters asserted that the proposed amendments
would increase the burdens on smaller issuers,\559\ and another
commenter indicated its concern that the proposed amendments would
induce issuers to use larger financial services firms over smaller
ones.\560\ Several commenters

did not support exempting smaller issuers from the proposed
amendments,\561\ but some of these commenters suggested providing small
issuers with more time to provide the daily quantitative repurchase
disclosures.\562\ Additionally, one commenter on the Rule 10b5-1
Proposing Release supported exempting SRCs from proposed Item 408(a),
which we are adopting as new Item 408(d).\563\ For the reasons
discussed in further detail above,\564\ we have not adopted any
exemption for small entities.
---------------------------------------------------------------------------

    \559\ See letters from ACCO (``Regarding the Commission's
Buyback Proposal, we find the real-time disclosure and incremental
detail of Form SR to be onerous and unnecessary, but we would
support similar enhanced disclosure to be reported in line with XBRL
as part of the normal periodic reporting process. We don't view the
proposed additional frequency and details as benefiting investors,
while the burden (including the costs of compliance) placed on
smaller public companies like ours would be significant.'') and
Profs. Lewis and White (``Although small issuers likely conduct
fewer repurchases than larger ones, they do repurchase their own
shares periodically to offset equity dilution from compensation
plans or to alter their capital structure. By nature of their size,
small issuers incur disproportionate relative compliance costs.'').
    \560\ See letter from Guzman (``[T]he new rules would have the
collateral damage of likely decreasing competition in the investment
banking industry, shifting business away from smaller firms to large
bulge bracket investment banks. This collateral effect would be
driven by the erroneous perception that larger firms are better able
to cope with the additional reporting requirements. While this
concern is absolutely without basis in our case, it is a perception
that may be common among risk-averse corporate treasuries. Multiple
companies have told us that they believe larger institutions would
be better equipped to (1) handle the additional compliance
requirements and (2) better protect them from potential front-
running trading that is likely to be created if their repurchase
activity is reported daily.'').
    \561\ See, e.g., letters from Better Markets I, BrilLiquid, CFA
Institute, Cravath, Hecht, and ICGN.
    \562\ See, e.g., letters from Cravath and Hecht.
    \563\ See letter in response to the Rule 10b5-1 Proposing
Release from Maryland Bar.
    \564\ See Sections III.B.3 and III.C.3.
---------------------------------------------------------------------------

C. Small Entities Subject to the Final Amendments

    The final amendments would affect some issuers that are small
entities. The RFA defines ``small entity'' to mean ``small business,''
``small organization,'' or ``small governmental jurisdiction.'' \565\
For purposes of the RFA, under our rules, an issuer, other than an
investment company, is a ``small business'' or ``small organization''
if it had total assets of $5 million or less on the last day of its
most recent fiscal year and is engaged or proposing to engage in an
offering of securities not exceeding $5 million.\566\ An investment
company, including a business development company,\567\ is considered
to be a ``small business'' or ``small organization'' if it, together
with other investment companies in the same group of related investment
companies, has net assets of $50 million or less as of the end of its
most recent fiscal year.\568\
---------------------------------------------------------------------------

    \565\ 5 U.S.C. 601(6).
    \566\ See 17 CFR 240.0-10(a).
    \567\ Business development companies are a category of closed-
end investment company that are not registered under the Investment
Company Act. See 15 U.S.C. 80a-2(a)(48) and 80a-53-64.
    \568\ 17 CFR 270.0-10(a).
---------------------------------------------------------------------------

    Commission staff estimates that there are approximately 780 issuers
with a class of securities registered under section 12 of the Exchange
Act that file with the Commission (other than investment
companies),\569\ 23 Listed Closed-End Funds,\570\ and nine business
development companies \571\ that may be considered small entities and
are potentially subject to the final amendments other than new Item
408(d). Commission staff also estimates that, as of January 2022, there
were approximately 1,380 issuers and two business development companies
that may be considered small entities that would be subject to new Item
408(d).\572\
---------------------------------------------------------------------------

    \569\ This estimate is based on staff analysis of issuers,
excluding co-registrants, subsidiaries, investment companies, or
asset-backed securities, with EDGAR filings of Form 10-K and 20-F,
or amendments thereto, filed during the calendar year of January 1,
2021, to December 31, 2021. Analysis is based on data from XBRL
filings, Compustat, Ives Group Audit Analytics, and manual review of
filings submitted to the Commission.
    \570\ This estimate is derived from an analysis of data obtained
from Morningstar Direct as well as data reported to the Commission
for the period ending June 2021.
    \571\ Id.
    \572\ This estimate is based on staff analysis of Form 10-K
filings on EDGAR, or amendments thereto, filed during the calendar
year of Jan. 1, 2021, to Dec. 31, 2021, and on data from XBRL
filings, Compustat, and Ives Group Audit Analytics. The staff noted
that the estimated number of small entities includes approximately
344 entities that are special purpose acquisition companies
(``SPACs''). A SPAC is typically a shell company that is organized
for the purpose of merging with or acquiring one or more
unidentified private operating companies within a certain time
frame. Some of these small entities that are SPACs are unlikely to
remain small entities once the SPAC has completed its initial
business combination and becomes an operating company.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping and Other Compliance Requirements

    The final amendments apply to small entities to the same extent as
other entities, irrespective of size. As noted in Section VI.D. above,
while we acknowledge that smaller entities are more likely to be
affected by the costs of additional disclosure, smaller entities are
also less likely to have share repurchases, which would limit the
incremental burden of additional reporting under the final
amendments.\573\ In addition, while we expect larger Listed Closed-End
Funds and business development companies (``funds''), or funds that are
part of a large fund complex, to incur higher costs related to final
amendments in absolute terms relative to a smaller fund or a fund that
is part of a smaller fund complex, we expect a smaller fund to find it
more costly, per dollar managed, to comply with the final amendments
because it would not be able to benefit from a larger fund complex's
economies of scale.
---------------------------------------------------------------------------

    \573\ See supra Section V.D. In addition, in Section V.C. above
we further note that to the extent that the final amendments affect
small filers to a greater extent than large filers, they could
result in adverse effects on competition.
---------------------------------------------------------------------------

    The final amendments require additional detail regarding the
structure of an issuer's repurchase program and quantitative disclosure
of its daily repurchase data that the issuer must tag using Inline
XBRL. The final amendments are intended to modernize and improve
disclosure about repurchases of an issuer's equity securities that are
registered under section 12 of the Exchange Act. More specifically, the
final amendments require:
     Corporate issuers that file on domestic forms to disclose
daily quantitative repurchase data at the end of every quarter in an
exhibit to their Form 10-Q and Form 10-K (for an issuer's fourth fiscal
quarter);
     Listed Closed-End Funds to disclose daily quantitative
repurchase data in their annual and semi-annual reports on Form N-CSR;
and
     FPIs reporting on the FPI forms to disclose daily
quantitative repurchase data at the end of every quarter in the new
Form F-SR, which will be due 45 days after the end of an FPI's fiscal
quarter.
    Additionally, the final amendments require an issuer to include a
checkbox above its tabular disclosures indicating whether its officers
and directors subject to the Exchange Act section 16(a) reporting
requirements (for domestic corporate issuers and Listed Closed-End
Funds) or its directors and members of senior management who would be
identified pursuant to Item 1 of Form 20-F (for FPIs) purchased or sold
shares or other units of the class of the issuer's equity securities
that are registered pursuant to section 12 of the Exchange Act and
subject of a publicly announced plan or program within four (4)
business days before or after the issuer's announcement of such
repurchase plan or program or the announcement of an increase of an
existing share repurchase plan or program. Further, the final
amendments eliminate the current requirements in Item 703 of Regulation
S-K, Item 16E of Form 20-F, and Item 14 of Form N-CSR to disclose
monthly repurchase data in periodic reports.
    Additionally, the final amendments require an issuer to disclose:
     The objectives or rationales for its share repurchases and
the process or criteria used to determine the amount of repurchases;
     Any policies and procedures relating to purchases and
sales of the issuer's securities during a repurchase program by the
officers and directors, including any restriction on such transactions;
and
     Whether it made its repurchases pursuant to a plan that is
intended to satisfy the affirmative defense conditions of Rule 10b5-
1(c) and the date that the plan was adopted or terminated, and/or
whether its repurchases were intended to qualify for

the Rule 10b-18 non-exclusive safe harbor.
    The final amendments also include new Item 408(d), which requires
quarterly disclosure in periodic reports on Forms 10-Q and 10-K (for
the issuer's fourth fiscal quarter) about an issuer's adoption and
termination of Rule 10b5-1 trading arrangements. This information will
also be reported using Inline XBRL.
    We anticipate that the direct costs of preparing disclosures in
response to the final amendments will likely be relatively small as
repurchase information will be readily available to issuers, including
small entities, because they are already required to provide repurchase
disclosures under existing rules. Additionally, to the extent that the
final requirements have a greater effect on small filers relative to
large filers, they could result in adverse effects on competition. The
fixed component of the legal costs of preparing the disclosure could be
one contributing factor. Compliance with certain provisions of the
final amendments may require the use of professional skills, including
accounting, legal, and technical skills.\574\ The final amendments are
discussed in detail in Sections I, II, and III above. We discuss the
economic impact, including the estimated compliance costs and burdens
of the final rules on all issuers, including small entities, in
Sections V and VI above.
---------------------------------------------------------------------------

    \574\ See supra Section III.
---------------------------------------------------------------------------

E. Agency Action To Minimize Effect on Small Entities

    The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant adverse impact
on small entities. In connection with the amendments, we considered the
following alternatives:
     Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
     Clarifying, consolidating, or simplifying compliance and
reporting requirements under the rules for small entities;
     Using performance rather than design standards; and
     Exempting small entities from all or part of the
requirements.\575\
---------------------------------------------------------------------------

    \575\ See supra Section III.
---------------------------------------------------------------------------

    The final amendments are intended to improve disclosure about
repurchases of an issuer's equity securities for investors to evaluate
those activities and decrease information asymmetry between issuers and
investors. The additional disclosure, which will be provided in a
machine-readable format, should permit investors to more quickly and
efficiently evaluate information relating to issuer share repurchases,
on a more granular basis. Moreover, any burdens associated with
interactive data associated with the final amendments are estimated to
be negligible.\576\
---------------------------------------------------------------------------

    \576\ See supra note 540.
---------------------------------------------------------------------------

    With respect to using performance rather than design standards, the
final amendments use design standards to promote uniform compliance
requirements for all registrants and to address the concerns underlying
the amendments, which apply to entities of all size. For example, the
final amendments set forth specific disclosure requirements an issuer
must satisfy in providing its daily quantitative disclosure
information. These design standards will better ensure that investors
will be provided with further insight into the details of an issuer's
share repurchases, which when combined with other information available
about the issuer, could diminish informational asymmetry, enhance
transparency, and enable investors to undertake a more thorough
assessment of issuer share repurchases.
    The final amendments do not provide an exemption or otherwise
establish a delayed compliance timetable for small entities. We note,
however, that small entities (and other issuers) are already required
to provide repurchase disclosures under existing rules. Moreover, while
we acknowledge that small entities are more likely to be affected by
the costs of additional disclosure, all else equal (holding constant
the disclosure burden), small entities are less likely to have share
repurchases,\577\ which would limit the incremental burden of
additional reporting under the final amendments for each small entity.
Further, to the extent that small entities have relatively high
information asymmetries because of lower analyst and institutional
coverage, the additional disclosure about their repurchases may be
relatively more informative to investors. The final amendments do,
however, simplify and consolidate reporting for small entities (and
other issuers) by requiring quarterly and semi-annual reporting of
daily quantitative repurchase data instead of daily reporting of such
data, as proposed.
---------------------------------------------------------------------------

    \577\ See supra Section V.D.
---------------------------------------------------------------------------

Statutory Authority

    The amendments contained in this release are being adopted under
the authority set forth in sections 12, 13, 15, and 23(a) of the
Exchange Act, and sections 8, 23, 24(a), 30, 31, and 38 of the
Investment Company Act.

List of Subjects in 17 CFR Parts 229, 232, 240, 249, and 274

    Reporting and record keeping requirements, Securities.

    For the reasons set forth in the preamble, the Commission is
amending title 17, chapter II of the Code of Federal Regulations as
follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
1. The authority citation for part 229 continues to read as follows:

    Authority:  15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C.
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

0
2. Amend Sec.  229.408 by adding paragraph (d) to read as follows:

Sec.  229.408  (Item 408) Insider trading arrangements and policies.

* * * * *
    (d)(1) Disclose whether, during the registrant's last fiscal
quarter (the registrant's fourth fiscal quarter in the case of an
annual report), the registrant adopted or terminated any Rule 10b5-1
trading arrangement as that term is defined in paragraph (a)(1)(i) of
this section. In addition, provide a description of the material terms
of the Rule 10b5-1 trading arrangement (other than terms with respect
to the price at which the party executing the Rule 10b5-1 trading
arrangement is authorized to trade), such as:
    (i) The date on which the registrant adopted or terminated the Rule
10b5-1 trading arrangement;
    (ii) The duration of the Rule 10b5-1 trading arrangement; and
    (iii) The aggregate number of securities to be purchased or sold
pursuant to the Rule 10b5-1 trading arrangement.

    Note 1 to paragraph (d)(1): If the disclosure provided pursuant
to Sec.  229.703 contains disclosure that would satisfy the
requirements of paragraph (d)(1) of this section, a cross-reference
to that disclosure will also satisfy the requirements of

paragraph (d)(1). (2) The disclosure provided pursuant to paragraph
(d)(1) of this section must be provided in an Interactive Data File
as required by Sec.  232.405 of this chapter (Rule 405 of Regulation
S-T) in accordance with the EDGAR Filer Manual.

0
3. Amend Sec.  229.601 by:
0
a. In the exhibit table in paragraph (a), adding entry 26; and
0
b. Adding paragraph (b)(26).
    The additions read as follows:

Sec.  229.601  (Item 601) Exhibits.

    (a) * * *

                                                                                Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                              Securities act forms                                                        Exchange act forms
                                           -----------------------------------------------------------------------------------------------------------------------------------------------------
                                              S-1     S-3     SF-1      SF-3     S-4 \1\    S-8     S-11     F-1     F-3    F-4 \1\    10    8-K \2\    10-D      10-Q      10-K       ABS-EE
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                                * * * * * * *
(26) Purchases of equity securities by the  ......  ......  ........  ........  ........  ......  .......  ......  ......  ........  .....  ........  ........        X         X   ............
 issuer and affiliated purchasers.........

                                                                                * * * * * * *
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide information about such company at a level
  prescribed by Form S-3 or F-3; and (2) the form, the level of which has been elected under Form S-4 or F-4, would not require such company to provide such exhibit if it were registering a
  primary offering.
\2\ A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the departure of a director, only the
  exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by reference from a previous filing.
 * * * * * * *

    (b) * * *
    (26) Purchases of equity securities by the issuer and affiliated
purchasers. (i) Every issuer that has a class of equity securities
registered pursuant to section 12 of the Exchange Act (15 U.S.C. 781)
that files quarterly reports on Form 10-Q or an annual report on Form
10-K must file, in the following tabular format, an exhibit to those
reports disclosing, for the period covered by the report (or the
issuer's fourth fiscal quarter, in the case of an annual report on Form
10-K), the total purchases made each day by or on behalf of the issuer
or any ``affiliated purchaser,'' as defined in Sec.  240.10b-18(a)(3)
of this chapter, of shares or other units of any class of the issuer's
equity securities that are registered by the issuer pursuant to section
12 of the Exchange Act.
    (ii) The information provided pursuant to this paragraph (b)(26)
must be provided in an Interactive Data File as required by Sec.
232.405 of this chapter (Rule 405 of Regulation S-T) in accordance with
the EDGAR Filer Manual.
    (iii) This paragraph (b)(26) shall not apply to an investment
company registered under the Investment Company Act of 1940 (15 U.S.C.
80a-1 et seq.).
    (iv) Disclose in the table:
    (A) The date, which is the date on which the purchase of shares (or
units) is executed (column (a));
    (B) The class of shares (or units), which should clearly identify
the class, even if the issuer has only one class of securities
outstanding (column (b));
    (C) The total number of shares (or units) purchased on this date,
which includes all shares (or units) purchased by or on behalf of the
issuer or any affiliated purchaser, regardless of whether made pursuant
to publicly announced repurchase plans or programs (column (c));
    (D) The average price paid per share (or unit), which shall be
reported in U.S. dollars and exclude brokerage commissions and other
costs of execution (column (d));
    (E) The total number of shares (or units) purchased on this date as
part of publicly announced repurchase plans or programs (column (e));
    (F) The aggregate maximum number (or approximate dollar value) of
shares (or units) that may yet be purchased under the publicly
announced repurchase plans or programs (column (f));
    (G) Total number of shares (or units) purchased on this date on the
open market, which includes all shares (or units) repurchased by the
issuer in open-market transactions, and does not include shares (or
units) purchased in tender offers, in satisfaction of the issuer's
obligations upon exercise of outstanding put options issued by the
issuer, or other transactions (column (g));
    (H) Total number of shares (or units) purchased on this date that
are intended by the issuer to qualify for the safe harbor in Sec.
240.10b-18 of this chapter (Rule 10b-18) (column (h)); and
    (I) Total number of shares (or units) purchased on this date
pursuant to a plan that is intended by the issuer to satisfy the
affirmative defense conditions of Sec.  240.10b5-1(c) of this chapter
(Rule 10b5-1(c)) (column (i)).
    (v) Disclose, by footnote to the table, the date any plan that is
intended to satisfy the affirmative defense conditions of Rule 10b5-
1(c) for the shares (or units) in column (i) was adopted or terminated.
    (vi) In determining whether to check the box under ``Issuer
Purchases of Equity Securities,'' the issuer may rely on the following,
unless the issuer knows or has reason to believe that a form was filed
inappropriately or that a form should have been filed but was not:
    (A) A review of Forms 3 and 4 (Sec. Sec.  249.103 and 249.104 of
this chapter) and amendments thereto filed electronically with the
Commission during the issuer's most recent fiscal year;
    (B) A review of Form 5 (Sec.  249.105 of this chapter) and
amendments thereto filed electronically with the Commission with
respect to the issuer's most recent fiscal year;
    (C) Any written representation from the reporting person that no
Form 5 is required. The issuer must maintain the representation in its
records for two years, making a copy available to the Commission or its
staff upon request; and
    (D) For foreign private issuers, any written representations from
the directors and senior management who would be identified pursuant to
Item 1 of Form 20-F, provided that the reliance is reasonable. The
issuer must maintain the representation in its records for two years,
making a copy available to the Commission or its staff upon request.
BILLING CODE 8011-01-P

Figure 1 to Paragraph (b)(26)--Issuer Purchases of Equity Securities
(Tabular Format)
[GRAPHIC] [TIFF OMITTED] TR01JN23.000

BILLING CODE 8011-01-C
* * * * *

0
4. Revise Sec.  229.703 to read as follows:

Sec.  229.703  (Item 703) Purchases of equity securities by the issuer
and affiliated purchasers.

    (a) Disclose the specified information in narrative form with
respect to the issuer's repurchases of equity securities disclosed
pursuant to Sec.  229.601(b)(26) (Item 601(b)(26) of Regulation S-K)
and refer to the particular repurchases in the table in Item 601(b)(26)
of Regulation S-K that correspond to the different parts of the
narrative, if applicable:
    (1) The objectives or rationales for each repurchase plan or
program and the process or criteria used to determine the amount of
repurchases.
    (2) The number of shares (or units) purchased other than through a
publicly announced plan or program, and the nature of the transaction
(e.g., whether the purchases were made in open-market transactions,
tender offers, in satisfaction of the issuer's obligations upon
exercise of outstanding put options issued by the issuer, or other
transactions).
    (3) For publicly announced repurchase plans or programs:
    (i) The date each plan or program was announced;
    (ii) The dollar amount (or share or unit amount) approved;
    (iii) The expiration date (if any) of each plan or program;
    (iv) Each plan or program that has expired during the period
covered by the table in Item 601(b)(26) of Regulation S-K; and

    (v) Each plan or program the issuer has determined to terminate
prior to expiration, or under which the issuer does not intend to make
further purchases.
    (4) Any policies and procedures relating to purchases and sales of
the issuer's securities by its officers and directors during a
repurchase program, including any restrictions on such transactions.
    (b) The disclosure provided pursuant to paragraph (a) of this
section must be provided in an Interactive Data File as required by
Sec.  232.405 of this chapter (Rule 405 of Regulation S-T) in
accordance with the EDGAR Filer Manual.

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
5. 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
6. Amend Sec.  232.405 by:
0
a. Revising the introductory text and paragraphs (a)(2) and (4) and
(b)(4)(iii);
0
b. Adding paragraph (b)(4)(iv); and
0
c. Revising Note 1 to Sec.  232.405.
    The revisions and addition read as follows:

Sec.  232.405  Interactive Data File submissions.

    This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), General Instruction F of Form 11-K (Sec.  249.311
of this chapter); paragraph (101) of Part II--Information Not Required
to be Delivered to Offerees or Purchasers of Form F-10 (Sec.  239.40 of
this chapter), Sec.  240.13a-21 of this chapter (Rule 13a-21 under the
Exchange Act), paragraph 101 of the Instructions as to Exhibits of Form
20-F (Sec.  249.220f of this chapter), paragraph B.(15) of the General
Instructions to Form 40-F (Sec.  249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form 6-K (Sec.  249.306 of this
chapter), Sec.  240.17Ad-27(d) of this chapter (Rule 17Ad-27(d) under
the Exchange Act), Note D.5 of Sec.  240.14a-101 of this chapter (Rule
14a-101 under the Exchange Act), Item 1 of Sec.  240.14c-101 of this
chapter (Rule 14c-101 under the Exchange Act), General Instruction I of
Form F-SR (Sec.  249.333 of this chapter), General Instruction C.3.(g)
of Form N-1A (Sec. Sec.  239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec.  239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec.  239.17a
and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4
(Sec. Sec.  239.17b and 274.11c of this chapter), General Instruction
C.3.(h) of Form N-6 (Sec. Sec.  239.17c and 274.11d of this chapter),
and General Instruction C.4 of Form N-CSR (Sec. Sec.  249.331 and
274.128 of this chapter) specify when electronic filers are required or
permitted to submit an Interactive Data File (Sec.  232.11), as further
described in note 1 to this section. This section imposes content,
format, and submission requirements for an Interactive Data File, but
does not change the substantive content requirements for the financial
and other disclosures in the Related Official Filing (Sec.  232.11).
    (a) * * *
    (2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Item
601(b)(101) of Regulation S-K, General Instruction F of Form 11-K
(Sec.  249.311 of this chapter); paragraph (101) of Part II--
Information Not Required to be Delivered to Offerees or Purchasers of
Form F-10 (Sec.  239.40 of this chapter), Sec.  240.13a-21 of this
chapter (Rule 13a-21 under the Exchange Act), paragraph 101 of the
Instructions as to Exhibits of Form 20-F (Sec.  249.220f of this
chapter), paragraph B.(15) of the General Instructions to Form 40-F
(Sec.  249.240f of this chapter), paragraph C.(6) of the General
Instructions to Form 6-K (Sec.  249.306 of this chapter), Rule 17Ad-
27(d) under the Exchange Act, Note D.5 of Rule 14a-101 under the
Exchange Act, Item 1 of Rule 14c-101 under the Exchange Act, General
Instruction I to Form F-SR (Sec.  249.333 of this chapter), General
Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and 274.11A of
this chapter), General Instruction I of Form N-2 (Sec. Sec.  239.14 and
274.11a-1 of this chapter), General Instruction C.3.(h) of Form N-3
(Sec. Sec.  239.17a and 274.11b of this chapter), General Instruction
C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c of this chapter),
General Instruction C.3.(h) of Form N-6 (Sec. Sec.  239.17c and 274.11d
of this chapter), or General Instruction C.4 of Form N-CSR (Sec. Sec.
249.331 and 274.128 of this chapter), as applicable;
* * * * *
    (4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, Item 601(b)(101) of Regulation S-K, General Instruction F
of Form 11-K (Sec.  249.311 of this chapter), paragraph (101) of Part
II--Information Not Required to be Delivered to Offerees or Purchasers
of Form F-10 (Sec.  239.40 of this chapter), Rule 13a-21 under the
Exchange Act, paragraph 101 of the Instructions as to Exhibits of Form
20-F (Sec.  249.220f of this chapter), paragraph B.(15) of the General
Instructions to Form 40-F (Sec.  249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form 6-K (Sec.  249.306 of this
chapter), Rule 17Ad-27(d) under the Exchange Act, Note D.5 of Rule 14a-
101 under the Exchange Act, Item 1 of Rule 14c-101 under the Exchange
Act, General Instruction I to Form F-SR (Sec.  249.333 of this
chapter), General Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A
and 274.11A of this chapter), General Instruction I of Form N-2
(Sec. Sec.  239.14 and 274.11a-1 of this chapter), General Instruction
C.3.(h) of Form N-3 (Sec. Sec.  239.17a and 274.11b of this chapter),
General Instruction C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c
of this chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.
239.17c and 274.11d of this chapter); or General Instruction C.4 of
Form N-CSR (Sec. Sec.  249.331 and 274.128 of this chapter).
    (b) * * *
    (4) * * *
    (iii) Any disclosure provided in response to: Sec.  229.402(x) of
this chapter (Item 402(x) of Regulation S-K); Sec.  229.408(a)(1) and
(2) of this chapter (Item 408(a)(1) and (2) of Regulation S-K); Sec.
229.408(b)(1) of this chapter (Item 408(b)(1) of Regulation S-K); Sec.
229.408(d) of this chapter (Item 408(d) of Regulation S-K); and Item
16J(a) of Form 20-F (Sec.  249.220f of this chapter).
    (iv) Any disclosure provided in response to: Sec.  229.601(b)(26)
of this chapter (Item 601(b)(26) of Regulation S-K); Sec.  229.703 of
this chapter (Item 703 of Regulation S-K); Item 16E of Form 20-F (Sec.
249.220f of this chapter); Item 14 of Form N-CSR (Sec. Sec.  249.331
and 274.128 of this chapter); Rule 13a-21 under the Exchange Act; and
General Instruction I to Form F-SR (Sec.  249.333 of this chapter).
* * * * *

    Note 1 to Sec.  232.405: Item 601(b)(101) of Regulation S-K
specifies the circumstances under which an Interactive Data File
must be submitted and the circumstances under which it is permitted
to be submitted, with respect to Sec. Sec.  239.11 (Form S-1),
239.13 (Form S-3), 239.25 (Form S-4), 239.18 (Form S-11), 239.31
(Form F-1), 239.33 (Form F-3), 239.34 (Form F-4), 249.310 (Form 10-
K), 249.308a (Form 10-Q), and 249.308 (Form 8-K). General
Instruction F of Form 11-K (Sec.  249.311 of this chapter) specifies
the circumstances under which an Interactive Data File must be
submitted, and the circumstances under which it is permitted to be
submitted, with respect to Form 11-K. Paragraph (101) of Part II--
Information not

Required to be Delivered to Offerees or Purchasers of Form F-10
(Sec.  239.40 of this chapter) specifies the circumstances under
which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with
respect to Form F-10. Paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec.  249.220f of this chapter) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form 20-F. Paragraph B.(15) of the General
Instructions to Form 40-F (Sec.  249.240f of this chapter) and
Paragraph C.(6) of the General Instructions to Form 6-K (Sec.
249.306 of this chapter) specify the circumstances under which an
Interactive Data File must be submitted and the circumstances under
which it is permitted to be submitted, with respect to Sec. Sec.
249.240f (Form 40-F) and 249.306 of this chapter (Form 6-K). Rule
17Ad-27(d) under the Exchange Act specifies the circumstances under
which an Interactive Data File must be submitted with respect the
reports required under Rule 17Ad-27. Note D.5 of Sec.  240.14a-101
of this chapter (Schedule 14A) and Item 1 of Sec.  240.14c-101 of
this chapter (Schedule 14C) specify the circumstances under which an
Interactive Data File must be submitted with respect to Schedules
14A and 14C. Rule 13a-21 under the Exchange Act and General
Instruction I to Form F-SR (Sec.  249.333 of this chapter) specify
the circumstances under which an Interactive Data File must be
submitted, with respect to Form F-SR. Item 601(b)(101) of Regulation
S-K, paragraph (101) of Part II--Information not Required to be
Delivered to Offerees or Purchasers of Form F-10, paragraph 101 of
the Instructions as to Exhibits of Form 20-F, paragraph B.(15) of
the General Instructions to Form 40-F, and paragraph C.(6) of the
General Instructions to Form 6-K all prohibit submission of an
Interactive Data File by an issuer that prepares its financial
statements in accordance with Sec. Sec.  210.6-01 through 210.6-10
of this chapter (Article 6 of Regulation S-X). For an issuer that is
a management investment company or separate account registered under
the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) or a
business development company as defined in section 2(a)(48) of the
Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), General
Instruction C.3.(g) of Form N-1A (Sec. Sec.  239.15A and 274.11A of
this chapter), General Instruction I of Form N-2 (Sec. Sec.  239.14
and 274.11a-1 of this chapter), General Instruction C.3.(h) of Form
N-3 (Sec. Sec.  239.17a and 274.11b of this chapter), General
Instruction C.3.(h) of Form N-4 (Sec. Sec.  239.17b and 274.11c of
this chapter), General Instruction C.3.(h) of Form N-6 (Sec. Sec.
239.17c and 274.11d of this chapter), and General Instruction C.4 of
Form N-CSR (Sec. Sec.  249.331 and 274.128 of this chapter), as
applicable, specifies the circumstances under which an Interactive
Data File must be submitted.

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

0
7. 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
8. Add Sec.  240.13a-21 to read as follows:

Sec.  240.13a-21  Purchases of equity securities by a foreign private
issuer and affiliated purchasers.

    (a) Every foreign private issuer that has a class of equity
securities registered pursuant to section 12 of the Act (15 U.S.C. 781)
and that does not file quarterly reports on Form 10-Q (Sec.  249.308a
of this chapter) and annual reports on Form 10-K (Sec.  249.310 of this
chapter) must file a Form F-SR (Sec.  249.333 of this chapter)
disclosing, for the period covered by the form and as specified by the
form, the aggregate purchases during each day made by or on behalf of
the issuer or any ``affiliated purchaser,'' as defined in Sec.
240.10b-18(a)(3), of shares or other units of any class of the issuer's
equity securities that is registered by the issuer pursuant to section
12 of the Act, within the time period specified in General Instruction
I to Form F-SR. The information provided pursuant to the form must be
provided in an Interactive Data File as required by Sec.  232.405 of
this chapter (Rule 405 of Regulation S-T) in accordance with the EDGAR
Filer Manual.
    (b) Paragraph (a) of this section shall not apply to an investment
company registered under the Investment Company Act of 1940 (15 U.S.C.
80a-1 et. seq.).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
9. The authority citation for part 249 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat.
1063 (2020), unless otherwise noted.

    Section 249.220f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 401(b), 406 and 407, Pub. L. 107-204, 116 Stat. 745,
and secs. 2 and 3, Pub. L. 116-222, 134 Stat. 1063.
* * * * *
    Section 249.308a is also issued under secs. 3(a) and 302, Pub.
L. 107-204, 116 Stat. 745.
* * * * *
    Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Pub. L. 107-204, 116 Stat. 745.
* * * * *

0
10. Amend Form 20-F (referenced in Sec.  249.220f) by revising Part II,
Item 16E.

    Note:  Form 20-F is attached as Appendix A to this document.
Form 20-F will not appear in the Code of Federal Regulations.

0
11. Amend Form 10-Q (referenced in Sec.  249.308a) by revising the
heading of Item 2 in Part II, paragraph (c) to Item 2 in Part II, and
paragraph (c) to Item 5 in Part II.

    Note:  Form 10-Q is attached as Appendix B to this document.
Form 10-Q will not appear in the Code of Federal Regulations.

0
12. Amend Form 10-K (referenced in Sec.  249.310) by revising General
Instruction J(1)(l), paragraph (c) to Item 5 in Part II and Item 9B in
Part II.

    Note:  Form 10-K is attached as Appendix C to this document.
Form 10-K will not appear in the Code of Federal Regulations.

0
13. Add Sec.  249.333 to read as follows:

Sec.  249.333  Form F-SR.

    This form shall be used for reporting of purchases by or on behalf
of the issuer or an affiliated purchaser of equity securities
registered by the issuer pursuant to section 12 of the Exchange Act (15
U.S.C. 781) that does not file quarterly reports on Form 10-Q (Sec.
249.308a), and annual reports on Form 10-K (Sec.  249.310), pursuant to
Sec.  240.13a-21 of this chapter.

0
14. Add Form F-SR (referenced in Sec.  249.333).

    Note: Form F-SR is attached as Appendix D to this document. Form
F-SR will not appear in the Code of Federal Regulations.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
15. The general authority citation for part 274 continues to read as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and 80a-37 unless
otherwise noted.
* * * * *

0
16. Amend Form N-CSR (referenced in Sec. Sec.  249.331 and 274.128) by
revising Item 14.

    Note: The text of Form N-CSR is attached as Appendix E to this
document. Form N-CSR will not appear in the Code of Federal
Regulations.

    By the Commission.

    Dated: May 3, 2023.
Vanessa A. Countryman,
Secretary.

Appendix A--Form 20-F

Form 20-F

* * * * *

Part II

* * * * *

Item 16E Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

    (a) For the Form F-SRs filed during the fiscal year covered by
the Form 20-F, disclose the specified information in narrative form
with respect to the issuer's repurchases of equity securities that
were disclosed in the issuer's Form F-SRs (required by Sec.
240.13a-21 of this chapter), and refer to the particular repurchases
in the table in the applicable Form F-SR that correspond to the
different parts of the narrative, if applicable:
    (1) The objectives or rationales for each repurchase plan or
program and the process or criteria used to determine the amount of
repurchases.
    (2) The number of shares (or units) purchased other than through
a publicly announced plan or program, and the nature of the
transaction (e.g., whether the purchases were made in open-market
transactions, tender offers, in satisfaction of the issuer's
obligations upon exercise of outstanding put options issued by the
company, or other transactions).
    (3) For publicly announced repurchase plans or programs:
    (i) The date each plan or program was announced;
    (ii) The dollar amount (or share or unit amount) approved;
    (iii) The expiration date (if any) of each plan or program;
    (iv) Each plan or program that has expired during the period
covered by the tables in Form F-SRs; and
    (v) Each plan or program the issuer has determined to terminate
prior to expiration, or under which the issuer does not intend to
make further purchases.
    (4) Any policies and procedures relating to purchases and sales
of the issuer's securities by its directors and members of senior
management during a repurchase program, including any restrictions
on such transactions.
    (b) The disclosure provided pursuant to this Item must be
provided in an Interactive Data File as required by Sec.  232.405 of
this chapter (Rule 405 of Regulation S-T) in accordance with the
EDGAR Filer Manual.
* * * * *

Appendix B--Form 10-Q

FORM 10-Q

* * * * *

Part II--Other Information

* * * * *
    Item 2. Unregistered Sales of Equity Securities, Use of
Proceeds, and Issuer Purchases of Equity Securities.
    (c) Furnish the information required by Item 703 of Regulation
S-K (Sec.  229.703 of this chapter) for any repurchases made in the
quarter covered by the report.
* * * * *
    Item 5. Other Information.
* * * * *
    (c) Furnish the information required by Items 408(a) and 408(d)
of Regulation S-K ((Sec. Sec.  229.408(a) and 229.408(d)).
* * * * *

FORM 10-K

* * * * *

General Instructions

* * * * *

J. Use of This Form by Asset-Backed Issuers

* * * * *
    (1) * * *
* * * * *
    (l) Item 9A, Controls and Procedures and Item 9B(b), Other
Information;
* * * * *

Part II

* * * * *

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

* * * * *
    (c) Furnish the information required by Item 703 of Regulation
S-K (Sec.  229.703 of this chapter) for any repurchase made in the
fourth quarter of the fiscal year covered by the report.
* * * * *

Item 9B. Other Information

    (a) The registrant must disclose under this item any information
required to be disclosed in a report on Form 8-K during the fourth
quarter of the year covered by this Form 10-K, but not reported,
whether or not otherwise required by this Form 10-K. If disclosure
of such information is made under this item, it need not be repeated
in a report on Form 8-K which would otherwise be required to be
filed with respect to such information or in a subsequent report on
Form 10-K.
    (b) Furnish the information required by Items 408(a) and 408(d)
of Regulation S-K (Sec. Sec.  229.408(a) and 229.408(d) of this
chapter).
* * * * *

Appendix D--Form F-SR

United States Securities and Exchange Commission

Washington, DC 20549

FORM F-SR

Foreign Private Issuer Share Repurchase Report

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(Exact name of registrant as specified in its charter)
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(Translation of Registrant's name into English)