[Federal Register Volume 87, Number 181 (Tuesday, September 20, 2022)]
[Rules and Regulations]
[Pages 57394-57398]
[FR Doc No: 2022-19867]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 227, 230, 239, and 240

[Release Nos. 33-11098; 34-95715]

Inflation Adjustments Under Titles I and III of the JOBS Act

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: To effectuate inflation adjustments required under Title I and
Title III of the Jumpstart Our Business Startups Act (``JOBS Act''), we
are adopting amendments to adjust the thresholds in the definition of
``emerging growth company'' as well as dollar amounts in Regulation
Crowdfunding.

DATES: Effective September 20, 2022.

FOR FURTHER INFORMATION CONTACT: Charlie Guidry, Special Counsel,
Office of Small Business Policy, at<PHONE_NUMBER>, Division of
Corporation Finance, U.S. Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are adopting amendments to 17 CFR
227.100(a)(2) (``Rule 100(a)(2)'') and 17 CFR 227.201(t) (``Rule
201(t)'') of 17 CFR 227.100 et seq. (``Regulation Crowdfunding''); 17
CFR 230.405 (``Rule 405'') and 17 CFR 239.900 (``Form C'') under the
Securities Act of 1933 (``Securities Act''); and 17 CFR 240.12b-2
(``Rule 12b-2'') under the Exchange Act of 1934 (``Exchange Act'').

I. Introduction

    Title I of the JOBS Act \1\ added Securities Act Section 2(a)(19)
and Exchange Act Section 3(a)(80) to define the term ``emerging growth
company'' \2\ (``EGC''). Pursuant to the statutory definition, the
Commission is required every five years to index to inflation the
annual gross revenue amount used to determine EGC status to reflect the
change in the Consumer Price Index for All Urban Consumers (``CPI-U'')
published by the Bureau of Labor Statistics (``BLS'').\3\ In 2017, the
Commission increased the annual gross revenue amount from
$1,000,000,000 to $1,070,000,000.\4\ We are adopting amendments to our
rules to reflect the next statutorily required inflation adjustment to
the annual gross revenue amount.
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    \1\ Public Law 112-106, 126 Stat. 306 (2012).
    \2\ Section 101(a) of the JOBS Act amended Section 2(a) of the
Securities Act [15 U.S.C. 77b(a)] and Section 3(a) of the Exchange
Act [15 U.S.C. 78c(a)] to define an ``emerging growth company'' as
an issuer with less than $1 billion in total annual gross revenues
during its most recently completed fiscal year. If an issuer
qualifies as an EGC on the first day of its fiscal year, it
maintains that status until the earliest of (1) the last day of the
fiscal year of the issuer during which it has total annual gross
revenues of $1 billion or more; (2) the last day of its fiscal year
following the fifth anniversary of the first sale of its common
equity securities pursuant to an effective registration statement;
(3) the date on which the issuer has, during the previous three-year
period, issued more than $1 billion in non-convertible debt; or (4)
the date on which the issuer is deemed to be a ``large accelerated
filer'' (as defined in Exchange Act Rule 12b-2). See Section
2(a)(19) of the Securities Act [15 U.S.C. 77b(a)(19)] and Section
3(a)(80) of the Exchange Act [15 U.S.C. 78c(a)(80)]. A ``large
accelerated filer'' is an issuer that, as of the end of its fiscal
year, has an aggregate worldwide market value of the voting and non-
voting common equity held by its non-affiliates of $700 million or
more, as measured on the last business day of the issuer's most
recently completed second fiscal quarter; has been subject to the
requirements of Section 13(a) or 15(d) of the Exchange Act for a
period of at least twelve calendar months; has filed at least one
annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act; and is not eligible to use the requirements for smaller
reporting companies under the revenue test in paragraph (2) or
(3)(iii)(B) of the ``smaller reporting company'' definition. See
Exchange Act Rule 12b-2.
    \3\ The CPI-U is the statistical metric developed by the BLS to
monitor the change in the price of a set list of products. The CPI-U
represents changes in prices of all goods and services purchased for
consumption by urban households. See ``Consumer Price Index''
available at https://www.bls.gov/cpi.
    \4\ See Inflation Adjustments and Other Technical Amendments
Under Titles I and III of the Jobs Act, Release Nos. 33-10332; 34-
80355 (Mar. 31, 2017) [82 FR 17545 (Apr. 12, 2017)] (``2017
Release'').
    \5\ 15 U.S.C. 77d(a)(6).
    \6\ 15 U.S.C. 77e.
    \7\ 17 CFR 227.100 et seq.; see also Crowdfunding, Release No.
33-9974 (Oct. 30, 2015) [80 FR 71388] (``Crowdfunding Release'').
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    Title III of the JOBS Act added Securities Act Section 4(a)(6),\5\>
which provides an exemption from the registration requirements of
Securities Act Section 5 \6\ for certain crowdfunding transactions, and
the Commission promulgated Regulation Crowdfunding \7\

to implement that exemption. Sections 4(a)(6) and 4A \8\ of the
Securities Act set forth dollar amounts used in connection with the
crowdfunding exemption, and Section 4A(h)(1) \9\ states that such
dollar amounts shall be adjusted by the Commission not less frequently
than once every five years to reflect the change in the CPI-U published
by the BLS. Pursuant to this directive, the Commission adjusted the
amounts for inflation in the 2017 Release. We are amending Regulation
Crowdfunding to again adjust those dollar amounts for inflation
pursuant to the statutory requirement.
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    \8\ 15 U.S.C. 77d-1.
    \9\ 15 U.S.C. 77d-1(h)(1).
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II. Inflation Adjustments to the Definition of ``Emerging Growth
Company''

    JOBS Act Section 101 amended Section 2(a)(19) of the Securities Act
and Section 3(a)(80) of the Exchange Act to define ``emerging growth
company'' to mean an issuer that had total annual gross revenues of
less than $1 billion, as such amount is indexed for inflation every
five years by the Commission to reflect the change in the CPI-U during
its most recently completed fiscal year. By statute, the adjusted gross
revenue threshold must be set to the nearest $1,000,000. Pursuant to
this directive, the Commission, in the 2017 Release, adjusted the
threshold from $1,000,000,000 to $1,070,000,000. Today, we are adopting
an amendment to Rule 405 and to Rule 12b-2 to again index the annual
gross revenue amounts included in the definition of ``emerging growth
company'' for inflation to reflect the change in the CPI-U as required
by statute.
    To determine the new EGC gross revenue threshold to be included in
the amendments, we use the same baseline thresholds and CPI-U and the
same methodology that the Commission used in the 2017 Release. First,
we determine the appropriate CPI-U for December of the calendar year
preceding the year of adjustment. Because we are making the inflation
adjustment for the definition of EGC in 2022, we use the CPI-U for
December 2021, which was 278.802 (``2021 CPI-U''). Consistent with the
2017 Release, we then use the CPI-U for December of 2011, the calendar
year before the EGC definition was established by the JOBS Act, which
was 225.672 (``2011 CPI-U'').
    Second, we calculate the cost-of-living adjustment or inflation
factor. To do this, we divide the 2021 CPI-U by the 2011 CPI-U. The
resulting inflation factor is 1.23543.\10\
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    \10\ As in the 2017 Release, we round the inflation factor to
the nearest hundred thousandth.
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    Third, we calculate the raw inflation adjustment, which is the
inflation adjustment before rounding. To do this, we multiply the
initial EGC gross revenue threshold, $1,000,000,000, by the inflation
factor 1.23543, the product of which is $1,235,430,000.
    Fourth, we round the raw inflation amounts according to the
convention set forth in the statutory definition.\11\ Because we round
only the increased amount, we calculate the increased amount by
subtracting the initial EGC gross revenue threshold from the raw
maximum inflation adjustment. Accordingly, the increase in the EGC
gross revenue threshold from the initial threshold is $235,430,000
(i.e., $1,235,430,000 less $1,000,000,000), which is rounded to
$235,000,000 under the statutory rounding convention.
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    \11\ See Section 2(a)(19) of the Securities Act and Section
3(a)(80) of the Exchange Act, which require the amount to be set to
the nearest $1,000,000.
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    Finally, we add the rounded increase, $235,000,000, to the initial
EGC revenue threshold, $1,000,000,000, which yields an inflation-
adjusted EGC revenue threshold of $1,235,000,000. The amendments to the
``emerging growth company'' definitions in Securities Act Rule 405 and
Exchange Act Rule 12b-2 we are adopting reflect this adjusted
threshold.

III. Inflation Adjustments to Regulation Crowdfunding Thresholds

    Title III of the JOBS Act amended the Securities Act to add Section
4(a)(6), which provides an exemption from the registration requirements
of Section 5 of the Securities Act for certain crowdfunding
transactions. In 2015, the Commission adopted Regulation Crowdfunding
to implement that exemption.\12\ Sections 4(a)(6) and 4A of the
Securities Act set forth dollar amounts used in connection with the
crowdfunding exemption,\13\ and Section 4A(h)(1) \14\ states that those
dollar amounts shall be adjusted by the Commission not less frequently
than once every five years to reflect any changes in the CPI-U.
Pursuant to this directive, the Commission, in the 2017 Release,
adjusted those dollar amounts to reflect the inflation adjustment for
the prior five-year period from December 2011 until December 2016, and
we are again amending Rules 100(a)(2) and 201(t) and Form C to adjust
for inflation the dollar amounts set forth in these rules and in the
form as required by the statute.
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    \12\ See Crowdfunding Release.
    \13\ Section 4(a)(6)(A) sets forth the maximum amount an issuer
may sell in reliance on the crowdfunding exemption in a 12-month
period, and Section 4(a)(6)(B) sets limits on the dollar amount that
may be sold to any investor by an issuer in reliance on the
crowdfunding exemption. These amounts, as adjusted in the 2017
Release, are reflected in 17 CFR 227.100. Section 4A(b)(1)(D) sets
forth thresholds for determining the level of financial statements
required, and those thresholds, as adjusted in the 2017 Release, are
reflected in Rule 201(t).
    \14\ 15 U.S.C. 77d-1(h)(1).
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    To determine the adjusted dollar amounts for Rule 100(a)(2) and
Rule 201(t), we use the same process as described above in connection
with the EGC adjustment to determine the raw inflation amounts.\15\
Then we round the raw inflation amounts to the nearest $100 for amounts
under $100,000 and to the nearest $1,000 for amounts that equal or
exceed $100,000. The rounded inflation amounts are then added to the
initial inflation amounts to yield the inflation-adjusted amounts.
Tables 1 and 2 show the current amounts, initial amounts, rounded
inflation amounts, and inflation-adjusted amounts for Rules 100(a)(2)
and 201(t).\16\
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    \15\ The 2021 CPI-U is divided by the 2011 CPI-U to derive the
inflation factor of 1.23543. Each dollar amount is then multiplied
by the inflation factor to determine the raw inflation adjusted
amount. Then, to derive the Rounded Inflation Amount in the charts,
we subtract that product by the original dollar amount and apply the
rounding convention. The Inflation-Adjusted Amount is the sum of the
Initial Amount and Rounded Inflation Amount.
    \16\ We have reflected the adjusted amounts for the financial
statement thresholds where those are referenced in Question 29 of
the ``Optional Question & Answer Format'' portion of Form C.

                Table 1--Inflation-Adjusted Amounts in Rule 100(a)(2) of Regulation Crowdfunding
                                               [Investment limits]
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                                                                                Rounded       Inflation-
          Regulation crowdfunding rule            Current amount  Initial amount     inflation       adjusted
                                                                                amount          amount
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Threshold for assessing investor's annual income        $107,000        $100,000         $24,000        $124,000
 or net worth to determine investment limits (17
 CFR 227.100(a)(2)(i) (``Rule 100(a)(2)(i)'')
 and 17 CFR 227.100(a)(2)(ii) (``Rule
 100(a)(2)(ii)'')...............................
Lower threshold of Regulation Crowdfunding                 2,200           2,000             500           2,500
 securities permitted to be sold to an investor
 if annual income or net worth is less than
 $124,000 (Rule 100(a)(2)(i))...................
Maximum amount that can be sold to an investor           107,000         100,000          24,000         124,000
 under Regulation Crowdfunding in a 12-month
 period (Rule 100(a)(2)(ii))....................
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                  Table 2--Inflation-Adjusted Amounts in Rule 201(t) of Regulation Crowdfunding
                                       [Financial statement requirements]
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                                                      Current         Initial
                                                     offering        offering         Rounded       Inflation-
          Regulation crowdfunding rule               threshold       threshold       inflation       adjusted
                                                      amount          amount          amount          amount
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17 CFR 227.201(t)(1)............................        $107,000        $100,000         $24,000        $124,000
17 CFR 227.201(t)(2)............................         535,000         500,000         118,000         618,000
17 CFR 227.201(t)(3)............................       1,070,000       1,000,000         235,000       1,235,000
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    When the Commission adjusted the Regulation Crowdfunding dollar
amounts in April 2017 for inflation pursuant to the statutory
directive, those adjustments included setting the offering limit in 17
CFR 227.100(a)(1) (``Rule 100(a)(1)'') at $1,070,000. Adjusting the
offering limit amount for inflation using the same method we use for
the adjustments in Rules 100(a)(2) and 201(t) would result in an
offering limit of $1,235,000 ($1,000,000 baseline plus $235,000
inflation adjustment). However, effective March 2021, the Commission
increased the Rule 100(a)(1) threshold by $3,930,000 (from $1,070,000
to $5,000,000).\17\ Accordingly, we consider the current Rule 100(a)(1)
offering limit to more than account for inflation and are making zero
further inflation adjustments to this threshold at this time.\18\
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    \17\ See Facilitating Capital Formation and Expanding Investment
Opportunities by Improving Access to Capital in Private Markets,
Release Nos. 33-10884; 34-90300; IC-34082 (Nov. 2, 2020) [86 FR 3496
(Jan. 14, 2021)] (``2020 Release'').
    \18\ For the next statutorily-required adjustment, we expect
that the Commission will use $5 million as the baseline from which
the adjustment will be calculated.
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IV. Procedural and Other Matters

    The Administrative Procedure Act (``APA'') generally requires an
agency to publish notice of a rulemaking in the Federal Register and
provide an opportunity for public comment. This requirement does not
apply, however, if the agency ``for good cause finds . . . that notice
and public procedure are impracticable, unnecessary, or contrary to the
public interest.'' \19\
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    \19\ 5 U.S.C. 553(b)(3)(B).
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    The implementation of statutory inflation adjustments pursuant to
Title I and Title III of the JOBS Act do not impose any new substantive
regulatory requirements on any person. The amendments to implement the
statutory inflation adjustments will effectuate the adjusted dollar
amount thresholds mandated by the JOBS Act and involve minimal
discretion. For these reasons, for good cause, we find that it is
unnecessary to publish notice of these amendments in the Federal
Register and solicit public comment thereon.\20\
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    \20\ This finding also satisfies the requirements of 5 U.S.C.
808(2), allowing the amendments to become effective notwithstanding
the requirement of 5 U.S.C. 801 (if a federal agency finds that
notice and public comment are impractical, unnecessary or contrary
to the public interest, a rule shall take effect at such time as the
federal agency promulgating the rule determines). The amendments
also do not require analysis under the Regulatory Flexibility Act.
See 5 U.S.C. 604(a) (requiring a final regulatory flexibility
analysis only for rules required by the APA or other law to undergo
notice and comment).
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    For similar reasons, although the APA generally requires
publication of a rule at least 30 days before its effective date, we
find there is good cause for the amendments to take effect on September
20, 2022.\21\
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    \21\ See 5 U.S.C. 553(d)(3).
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    If any of the provisions of these amendments, or the application
thereof to any person or circumstance, is held to be invalid, such
invalidity shall not affect other provisions or application of such
provisions to other persons or circumstances that can be given effect
without the invalid provision or application.
    Pursuant to the Congressional Review Act, the Office of Information
and Regulatory Affairs has designated these amendments not a ``major
rule,'' as defined by 5 U.S.C. 804(2).

V. Economic Analysis

    We are mindful of the costs imposed by, and the benefits to be
obtained from, our rules. Section 2(b) of the Securities Act and
Section 3(f) of the Exchange Act require the Commission, whenever it
engages in rulemaking and is required to consider or determine whether
an action is necessary or appropriate in the public interest, to
consider, in addition to the protection of investors, whether the
action would promote efficiency, competition, and capital
formation.\22\ In addition, Section 23(a)(2) of the Exchange Act
requires the Commission, when making rules under the Exchange Act, to
consider the impact such rules would have on competition.\23\ Section
23(a)(2) of the Exchange Act also prohibits the Commission from
adopting any rule that would impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act.\24\ Below we address the costs and benefits, as well as the
potential effects on efficiency, competition, and capital formation, of
the various amendments being adopted in this release. Because

the amendments merely implement the statutory inflation adjustments
mandated by the JOBS Act, we do not believe there are reasonable
alternatives to the amendments discussed in this analysis.
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    \22\ See 15 U.S.C. 77b(b) and 15 U.S.C. 78c(f).
    \23\ See 15 U.S.C. 78w(a)(2).
    \24\ Id.
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    To comply with the inflation adjustments required under the JOBS
Act, we are adopting amendments that include an inflation-adjusted
threshold in the definition of the term ``emerging growth company.''
These amendments adjust the total annual gross revenue threshold for
EGCs in accordance with inflation as required by the JOBS Act. The
amendments will increase the number of eligible filers that may qualify
for scaled disclosure, thereby reducing disclosure costs in the
aggregate, to the extent that eligible filers take advantage of the EGC
accommodations.
    We note that this inflation adjustment affects both domestic
issuers and foreign private issuers. We estimate that during calendar
year 2021 approximately 7,199 issuers filed annual reports \25\
(excluding asset-backed securities issuers and registered investment
companies, which are ineligible for the EGC status). We estimate that
approximately 1,704 (23.7%) of those filers were EGCs and 5,495 (76.3%)
were non-EGCs.\26\ In addition, we estimate that among those filers,
approximately 6,232 filed on domestic forms (of which approximately
1,391 (22.3%) were EGCs) and 967 were foreign private issuers that
filed on Forms 20-F and 40-F (of which approximately 313 (32.4%) were
EGCs).
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    \25\ This estimate is based on the number of filers, by unique
Central Index Key, with at least one periodic report on Form 10-K,
Form 20-F, Form 40-F, or an amendment thereto, filed between January
1 and December 31, 2021.
    \26\ EGC status data was obtained from Ives Group's Audit
Analytics (``Audit Analytics'') and staff review of EDGAR filings.
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    The inflation adjustment to the total annual gross revenue
threshold for EGCs is designed to maintain the scope of registrants
that may qualify as an EGC, preserving the economic effects associated
with the option to claim EGC status. It does so by not allowing the
level of revenue, in real terms, that determines the eligibility for
EGC status to be diminished by inflation. The inflation adjustment
amendment may marginally expand the number of issuers that may claim
EGC status, thus extending the economic effects, including impacts on
efficiency, competition, and capital formation, of the option to claim
this status to issuers that fall between the current $1,070,000,000
gross revenue threshold and the $1,235,000,000 gross revenue threshold
that will define EGC eligibility under the amendments. Using the number
of filers and the distribution of filer revenues in calendar year 2021,
we estimate that the inflation adjustment of the EGC revenue threshold
will increase the overall number of EGCs by 51, from approximately
1,704 (23.7% of the total number of filers (7,199)) to approximately
1,755 (24.4% of the total number of filers (7,199)); among them, the
number of domestic issuers that qualify as EGCs would increase by 45,
from approximately 1,391 (22.3% of the total number of domestic-form
filers (6,232)) to approximately 1,436 (23.0% of the total number of
domestic-form filers (6,232)), while the number of foreign private
issuers that qualify as EGCs will increase by 6, from approximately 313
(32.4% of the total number of Form 20-F and 40-F filers (967)) to
approximately 319 (33.0% of the total number of Form 20-F and 40-F
filers (967)).\27\
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    \27\ The estimates of filers newly eligible as EGCs under the
amendments are based on the number of calendar year non-EGC filers,
excluding asset-backed securities issuers and registered investment
companies (which are ineligible as EGCs) and excluding large
accelerated filers (which also are ineligible as EGCs), with
nonmissing revenue data in Audit Analytics (most recent revenues as
of the end of calendar year 2021) that exceed the existing revenue
threshold but do not exceed the inflation-adjusted revenue
threshold, where revenue data is available. Revenue data is
unavailable for approximately 1.5% of non-EGCs, which may result in
a slight underestimate of the number of newly eligible EGCs. As a
caveat, it is possible that some companies included in the above
estimates would be ineligible as EGCs for reasons not captured in
the estimate, for example, because they were previously EGCs and
have ``aged out'' of the status or exceeded the non-convertible debt
threshold, which may result in a slight overestimate of the number
of newly eligible EGCs. Finally, the estimates are based on the
universe of registrants from calendar year 2021. Future changes to
the number and characteristics of new entrants and deregistering
companies would also affect these projections.
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    For the purposes of analyzing the economic effects of the
amendments to Regulation Crowdfunding, we use as our baseline the
regulatory framework established by Regulation Crowdfunding as adopted
in 2015 (and amended in 2017 and 2020).\28\ The amendments to
Regulation Crowdfunding adjust the thresholds in Rules 100(a)(2) and
201(t) in accordance with inflation as required by Section 4A(h) of the
Securities Act and are not expected to increase disclosure or
compliance costs incurred by an issuer. The adjustment will cause some
issuers to become subject to less extensive financial statement
requirements and may lower disclosure or compliance costs for these
issuers.\29\ The adjustment will also increase the amounts of
securities that may be sold to a given investor, which may expand some
issuers' ability to raise capital and some investors' ability to gain
exposure to Regulation Crowdfunding investment opportunities.
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    \28\ See Crowdfunding Release; see also 2017 Release and 2020
Release.
    \29\ See Crowdfunding Release at 71497.
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    The inflation adjustment to the thresholds in Rules 100(a)(2) and
201(t) is intended to allow these thresholds to keep pace with
inflation, preserving the economic effects of Regulation Crowdfunding
in real terms.\30\ For example, the inflation adjustments to the
financial statement thresholds in Rule 201(t) will ensure that issuers
can continue to utilize higher offering amounts without incurring the
increased cost of complying with the higher tier of financial statement
requirements that would apply absent the amendments.
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    \30\ Id. at 71482.
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    Substantively, the inflation adjustments to Rule 100(a)(2) and Rule
201(t) marginally affect the amount of capital that issuers may raise
in reliance on Regulation Crowdfunding without incurring the costs of
compliance with a higher tier of financial statement requirements, the
number of investors who may participate in crowdfunding offerings, and
the amounts that investors may invest in crowdfunding offerings.
    Because we believe the substantive impact of these amendments to
our rules and forms is likely to be marginal, we do not believe that
they will substantially impact efficiency, competition, and capital
formation.

VI. Paperwork Reduction Act

    The amendments effecting the statutory inflation adjustments do not
make any substantive modifications to any existing collection of
information requirements or impose any new substantive recordkeeping or
information collection requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA'').\31\ Accordingly, we are not revising
any burden and cost estimates in connection with these amendments.
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    \31\ 44 U.S.C. 3501 et seq. The amendments to reflect the
statutory inflation adjustments to certain dollar amount thresholds
in Titles I and III of the JOBS Act will have only marginal effects
on the application of these thresholds for eligibility and reporting
purposes and therefore are not expected to affect the overall burden
estimates for affected forms. See Section V above.
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Statutory Authority

    The amendments contained in this release are being adopted under
the authority set forth in Sections 2, 4(a)(6),

4A, and 19(a) of the Securities Act; Sections 3 and 23(a) of the
Exchange Act; and Sections 102, 103, and 107 of the JOBS Act.

List of Subjects

17 CFR Part 227

    Crowdfunding, Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Advertising, Administrative practice and procedure, Confidential
business information, Investment companies, Reporting and recordkeeping
requirements, Securities.

17 CFR Part 239

    Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

17 CFR Part 240

    Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

Text of the Final Rule and Form Amendments

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

PART 227--REGULATION CROWDFUNDING, GENERAL RULES AND REGULATIONS

0
1. The authority citation for part 227 continues to read as follows:

    Authority:  15 U.S.C. 77d, 77d-1, 77s, 77z-3, 78c, 78o, 78q,
78w, 78mm, and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012).

0
2. Amend Sec.  227.100 by:
0
a. In paragraph (a)(2)(i), removing reference to ``$2,200'' and adding
in its place ``$2,500''; and removing ``$107,000'' and adding in its
place ``$124,000''; and
0
b. In paragraph (a)(2)(ii), removing the two references to ``$107,000''
and adding in their place ``$124,000.''

0
3. Amend Sec.  227.201 by:
0
a. In paragraph (t)(1), removing reference to ``$107,000'' and adding
in its place ``$124,000'';
0
b. In paragraph (t)(2), removing reference to ``$107,000'' and adding
in its place ``$124,000''; and removing reference to ``$535,000'' and
adding in its place ``$618,000''; and
0
c. In paragraph (t)(3), removing the two references to ``$535,000'' and
adding in their place ``$618,000''; and removing reference to
``$1,070,000'' and adding in its place ``$1,235,000.''

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
4. The authority citation for part 230 continues to read as follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *

0
5. In Sec.  230.405, amend the definition ``Emerging growth company''
by:
0
a. In paragraph (1), removing reference to ``$1,070,000,000'' and
adding in its place ``$1,235,000,000''; and
0
b. In paragraph (2)(i), removing reference to ``$1,070,000,000'' and
adding in its place ``$1,235,000,000.''

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
6. The authority citation for part 239 continues to read as follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.

0
7. Amend Form C (referenced in Section 239.900) by revising the dollar
amounts in Question 29 of the ``OPTIONAL QUESTION & ANSWER FORMAT FOR
AN OFFERING STATEMENT'' as follows:

    Note:  The text of Form C does not, and this amendment will not,
appear in the Code of Federal Regulations.

0
a. Removing all references to ``$107,000'' and adding in their place
``$124,000''; and
0
b. Removing all references to ``$535,000'' and adding in their place
``$618,000''; and
0
c. Removing reference to ``$1,070,000'' and adding in its place
``$1,235,000.''

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

0
8. 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, 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
9. In Sec.  240.12b-2, amend the definition ``Emerging growth company''
by:
0
a. In paragraph (1), removing reference to ``$1,070,000,000'' and
adding in its place ``$1,235,000,000''; and
0
b. In paragraph (2)(i), removing reference to ``$1,070,000,000'' and
adding in its place ``$1,235,000,000.''

    By the Commission.

    Dated: September 9, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-19867 Filed 9-19-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 161 (Thursday, August 20, 2015)]
[Rules and Regulations]
[Pages 50556-50558]
[FR Doc No: 2015-20366]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2015-0492; Directorate Identifier 2014-NM-232-AD;
Amendment 39-18237; AD 2015-17-04]
RIN 2120-AA64

Airworthiness Directives; Bombardier, Inc. Airplanes

AGENCY: Federal Aviation Administration (FAA), Department of
Transportation (DOT).

ACTION: Final rule.

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

SUMMARY: We are adopting a new airworthiness directive (AD) for certain
Bombardier, Inc. Model CL-600-2C10 (Regional Jet Series 700, 701, &
702), CL-600-2D15 (Regional Jet Series 705), and CL-600-2D24 (Regional
Jet Series 900) airplanes. This AD was prompted by reports of a
disconnect between the elevator lever and control rod. This AD requires
replacement of left and right fixed control rods and lever assemblies
of the elevator control system. We are issuing this AD to prevent a
disconnect between the elevator lever and control rod, which could lead
to un-commanded elevator movement of the associated control surface, a
large difference between the position of the left and the right
elevator control surfaces, and consequent reduced controllability of
the airplane and degradation of the structural integrity of the
horizontal stabilizer.

DATES: This AD becomes effective September 24, 2015.
    The Director of the Federal Register approved the incorporation by
reference of a certain publication listed in this AD as of September
24, 2015.

ADDRESSES: You may examine the AD docket on the Internet at http://www.regulations.gov/#!docketDetail;D=FAA-2015-0492; or in person at the
Docket Management Facility, U.S. Department of Transportation, Docket
Operations, M-30, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue SE., Washington, DC.
    For service information identified in this AD, contact Bombardier,
Inc., 400 C[ocirc]te Vertu Road West, Dorval, Qu[eacute]bec H4S 1Y9,
Canada; telephone:<PHONE_NUMBER>; fax:<PHONE_NUMBER>; email:
<EMAIL_ADDRESS>Internet http://www.bombardier.com. You
may view this referenced service information at the FAA, Transport
Airplane Directorate, 1601 Lind Avenue SW., Renton, WA. For information
on the availability of this material at the FAA, call<PHONE_NUMBER>. It
is also available on the Internet at http://www.regulations.gov by
searching for and locating Docket No. FAA-2015-0492.

FOR FURTHER INFORMATION CONTACT: Cesar Gomez, Aerospace Engineer,
Airframe and Mechanical Systems Branch, ANE-171, FAA, New York Aircraft
Certification Office (ACO), 1600 Stewart Avenue, Suite 410, Westbury,
NY 11590; telephone:<PHONE_NUMBER>; fax:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Discussion

    We issued a notice of proposed rulemaking (NPRM) to amend 14 CFR
part 39 by adding an AD that would apply to certain Bombardier, Inc.
Model CL-600-2C10 (Regional Jet Series 700, 701, & 702), CL-600-2D15
(Regional Jet Series 705), and CL-600-2D24 (Regional Jet Series 900)
airplanes. The NPRM published in the Federal Register on March 24, 2015
(80 FR 15528).
    Transport Canada Civil Aviation (TCCA), which is the aviation
authority for Canada, has issued Canadian Airworthiness Directive CF-
2014-44, dated December 9, 2014 (referred to after this as the
Mandatory Continuing Airworthiness Information, or ``the MCAI''), to
correct an unsafe condition for certain Bombardier, Inc. Model CL-600-
2C10 (Regional Jet Series 700, 701, & 702), CL-600-2D15 (Regional Jet
Series 705), and CL-600-2D24 (Regional Jet Series 900) airplanes. The
MCAI states:

    During an engineering review of the Elevator Control system, it
was discovered that a disconnect between the elevator lever and
control rod could lead to uncommanded elevator movement of the
associated control surface. This uncommanded movement may cause a
large difference between the position of the left and the right
elevator control surface resulting in reduced controllability of the
aeroplane and degradation of the structural integrity of the
horizontal stabilizer.
    This [Canadian] AD mandates the replacement of the existing
elevator lever assemblies and control rods with newly designed ones,
which will prevent a disconnect between the components of the
elevator control system should a failure occur.

    You may examine the MCAI in the AD docket on the Internet at http://www.regulations.gov/#!documentDetail;D=FAA-2015-0492-0002.

Comments

    We gave the public the opportunity to participate in developing
this AD. The

following presents the comments received on the NPRM (80 FR 15528,
March 24, 2015), and the FAA's response to each comment.

Request To Include Latest Revision of the Service Information in This
AD

    SkyWest Airlines and Mesa Airlines Inc. requested that we include
Bombardier Service Bulletin 670BA-27-062, Revision C, dated February
13, 2015, in paragraph (g) of this AD. Both commenters also requested
that we revise paragraph (h) of this AD to include credit for actions
performed before the effective date of this AD using Bombardier Service
Bulletin 670BA-27-062, Revision B, dated October 10, 2014. SkyWest
Airlines indicated that Bombardier Service Bulletin 670BA-27-062,
Revision C, dated February 13, 2015, includes changes to some steps and
addition of others that deal with the rigging pins P2 and P3. SkyWest
Airlines pointed out that Bombardier Service Bulletin 670BA-27-062,
Revision C, dated February 13, 2015, also makes a change to Sheet 1 of
1 of Figure 4, which consists of adding part numbers to the item
descriptions.
    We agree with the request to include Bombardier Service Bulletin
670BA-27-062, Revision C, dated February 13, 2015, in paragraph (g) of
this AD and revise paragraph (h) of this AD to include credit for
actions performed before the effective date of this AD using Bombardier
Service Bulletin 670BA-27-062, Revision B, dated October 10, 2014.
Although some steps have changed, the procedures remain the same in
both revisions of the service information. We have revised paragraphs
(g) and (h) of this AD accordingly.

Conclusion

    We reviewed the relevant data, considered the comments received,
and determined that air safety and the public interest require adopting
this AD with the changes described previously and minor editorial
changes. We have determined that these minor changes:
     Are consistent with the intent that was proposed in the
NPRM (80 FR 15528, March 24, 2015) for correcting the unsafe condition;
and
     Do not add any additional burden upon the public than was
already proposed in the NPRM (80 FR 15528, March 24, 2015).
    We also determined that these changes will not increase the
economic burden on any operator or increase the scope of this AD.

Related Service Information Under 1 CFR Part 51

    Bombardier, Inc. has issued Service Bulletin 670BA-27-062, Revision
C, dated February 13, 2015. The service information describes
procedures for replacing the elevator lever assemblies and control
rods. This service information is reasonably available because the
interested parties have access to it through their normal course of
business or by the means identified in the ADDRESSES section of this
AD.

Costs of Compliance

    We estimate that this AD affects 400 airplanes of U.S. registry.
    We also estimate that it will take about 14 work-hours per product
to comply with the basic requirements of this AD. The average labor
rate is $85 per work-hour. Required parts will cost about $6,712 per
product. Based on these figures, we estimate the cost of this AD on
U.S. operators to be $3,160,800, or $7,902 per product.

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, section 106, describes the
authority of the FAA Administrator. ``Subtitle VII: Aviation
Programs,'' describes in more detail the scope of the Agency's
authority.
    We are issuing this rulemaking under the authority described in
``Subtitle VII, Part A, Subpart III, Section 44701: General
requirements.'' Under that section, Congress charges the FAA with
promoting safe flight of civil aircraft in air commerce by prescribing
regulations for practices, methods, and procedures the Administrator
finds necessary for safety in air commerce. This regulation is within
the scope of that authority because it addresses an unsafe condition
that is likely to exist or develop on products identified in this
rulemaking action.

Regulatory Findings

    We determined that this AD will not have federalism implications
under Executive Order 13132. This AD will not have a substantial direct
effect on the States, on the relationship between the national
government and the States, or on the distribution of power and
responsibilities among the various levels of government.
    For the reasons discussed above, I certify that this AD:
    1. Is not a ``significant regulatory action'' under Executive Order
12866;
    2. Is not a ``significant rule'' under the DOT Regulatory Policies
and Procedures (44 FR 11034, February 26, 1979);
    3. Will not affect intrastate aviation in Alaska; and
    4. Will not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.

Examining the AD Docket

    You may examine the AD docket on the Internet at http://www.regulations.gov/#!docketDetail;D=FAA-2015-0492; or in person at the
Docket Management Facility between 9 a.m. and 5 p.m., Monday through
Friday, except Federal holidays. The AD docket contains this AD, the
regulatory evaluation, any comments received, and other information.
The street address for the Docket Operations office (telephone: 800-
647-5527) is in the ADDRESSES section.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

Adoption of the Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA amends 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority: 49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13  [Amended]

0
2. The FAA amends Sec.  39.13 by adding the following new airworthiness
directive (AD):

2015-17-04 Bombardier, Inc.: Amendment 39-18237. Docket No. FAA-
2015-0492; Directorate Identifier 2014-NM-232-AD.

(a) Effective Date

    This AD becomes effective September 24, 2015.

(b) Affected ADs

    None.

(c) Applicability

    This AD applies to the airplanes, certificated in any category,
identified in paragraphs (c)(1) and (c)(2) of this AD.
    (1) Bombardier, Inc. Model CL-600-2C10 (Regional Jet Series 700,
701, & 702) airplanes, serial numbers (S/N) 10002 through 10337
inclusive.
    (2) Bombardier, Inc. Model CL-600-2D15 (Regional Jet Series 705)
and CL-600-2D24 (Regional Jet Series 900) airplanes, S/Ns 15001
through 15298 inclusive.

(d) Subject

    Air Transport Association (ATA) of America Code 27, Flight
Controls.

(e) Reason

    This AD was prompted by reports of a disconnect between the
elevator lever and control rod. We are issuing this AD to prevent a
disconnect between the elevator lever and control rod, which could
lead to un-commanded elevator movement of the associated control
surface, a large difference between the position of the left and the
right elevator control surfaces, and consequent reduced
controllability of the airplane and degradation of the structural
integrity of the horizontal stabilizer.

(f) Compliance

    Comply with this AD within the compliance times specified,
unless already done.

(g) Replacement of Elevator Lever Assemblies and Control Rods

    Within 9,200 flight hours or 5 years, whichever occurs first,
after the effective date of this AD: Replace the left and right
fixed control rods and lever assemblies of the elevator control
system with newly designed control rods and lever assemblies, in
accordance with the Accomplishment Instructions of Bombardier
Service Bulletin 670BA-27-062, Revision C, dated February 13, 2015.

(h) Credit for Previous Actions

    This paragraph provides credit for actions required by paragraph
(g) of this AD, if those actions were performed before the effective
date of this AD using Bombardier Service Bulletin 670BA-27-062,
dated December 12, 2013; Bombardier Service Bulletin 670BA-27-062,
Revision A, dated April 1, 2014; or Bombardier Service Bulletin
670BA-27-062, Revision B, dated October 10, 2014. This service
information is not incorporated by reference in this AD.

(i) Other FAA AD Provisions

    The following provisions also apply to this AD:
    (1) Alternative Methods of Compliance (AMOCs): The Manager, New
York Aircraft Certification Office (ACO), ANE-170, FAA, has the
authority to approve AMOCs for this AD, if requested using the
procedures found in 14 CFR 39.19. In accordance with 14 CFR 39.19,
send your request to your principal inspector or local Flight
Standards District Office, as appropriate. If sending information
directly to the ACO, send it to ATTN: Program Manager, Continuing
Operational Safety, FAA, New York ACO, 1600 Stewart Avenue, Suite
410, Westbury, NY 11590; telephone:<PHONE_NUMBER>; fax:<PHONE_NUMBER>.
Before using any approved AMOC, notify your appropriate principal
inspector, or lacking a principal inspector, the manager of the
local flight standards district office/certificate holding district
office. The AMOC approval letter must specifically reference this
AD.
    (2) Contacting the Manufacturer: For any requirement in this AD
to obtain corrective actions from a manufacturer, the action must be
accomplished using a method approved by the Manager, New York ACO,
ANE-170, FAA; or Transport Canada Civil Aviation (TCCA); or
Bombardier, Inc.'s TCCA Design Approval Organization (DAO). If
approved by the DAO, the approval must include the DAO-authorized
signature.

(j) Related Information

    (1) Refer to Mandatory Continuing Airworthiness Information
(MCAI) Canadian Airworthiness Directive CF-2014-44, dated December
9, 2014, for related information. This MCAI may be found in the AD
docket on the Internet at http://www.regulations.gov/#!documentDetail;D=FAA-2015-0492-0002.
    (2) Service information identified in this AD that is not
incorporated by reference is available at the addresses specified in
paragraphs (k)(3) and (k)(4) of this AD.

(k) Material Incorporated by Reference

    (1) The Director of the Federal Register approved the
incorporation by reference (IBR) of the service information listed
in this paragraph under 5 U.S.C. 552(a) and 1 CFR part 51.
    (2) You must use this service information as applicable to do
the actions required by this AD, unless this AD specifies otherwise.
    (i) Bombardier Service Bulletin 670BA-27-062, Revision C, dated
February 13, 2015.
    (ii) Reserved.
    (3) For service information identified in this AD, contact
Bombardier, Inc., 400 C[ocirc]te Vertu Road West, Dorval,
Qu[eacute]bec H4S 1Y9, Canada; telephone:<PHONE_NUMBER>; fax: 514-
855-7401; email<EMAIL_ADDRESS>Internet http://www.bombardier.com.
    (4) You may view this service information at the FAA, Transport
Airplane Directorate, 1601 Lind Avenue SW., Renton, WA. For
information on the availability of this material at the FAA, call
425-227-1221.
    (5) You may view this service information that is incorporated
by reference at the National Archives and Records Administration
(NARA). For information on the availability of this material at
NARA, call<PHONE_NUMBER>, or go to: http://www.archives.gov/federal-register/cfr/ibr-locations.html.

    Issued in Renton, Washington, on August 10, 2015.
Michael Kaszycki,
Acting Manager, Transport Airplane Directorate, Aircraft Certification
Service.
[FR Doc. 2015-20366 Filed 8-19-15; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 83, Number 109 (Wednesday, June 6, 2018)]
[Notices]
[Page 26277]
[FR Doc No: 2018-12097]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. PR17-60-002]

Notice Establishing Comment Period; Atmos Pipeline--Texas

    On May 23, 2018, Federal Energy Regulatory Commission staff held an
informal technical conference to discuss issues raised in the protests
and comments regarding the January 25, 2018 filing made by Atmos
Pipeline--Texas in the above-captioned docket. This notice establishes
the comment periods for parties wishing to submit comments following
the technical conference. All parties are invited to submit initial
comments on or before Wednesday, June 13, 2018. Reply comments are due
on or before Tuesday, July 3, 2018.
    For more information, please contact Deirdra Archie at
[email protected] or<PHONE_NUMBER>.

    Dated: May 29, 2018.
Kimberly D. Bose,
Secretary.
[FR Doc. 2018-12097 Filed 6-5-18; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 76, Number 132 (Monday, July 11, 2011)]
[Notices]
[Page 40723]
[FR Doc No: 2011-17252]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket Nos. RP11-2136-000; RP11-2137-000]

Dominion Cove Point LNG, LP; Notice of Technical Conference

    On May 27, 2011, pursuant to section 4 of the Natural Gas Act
(NGA), Dominion Cove Point LNG, LP (Cove Point) filed revised tariff
records in Docket Nos. RP11-2136-000 and RP11-2137-000, proposing to
change its rates for existing services and to change certain terms and
conditions of service. In orders issued on June 24, 2011, in Docket No.
RP11-2136-000, and on June 30, 2011, in Docket No. RP11-2137-000, the
Commission accepted and suspended several protested tariff records,
subject to refund and to the outcome of a hearing or technical
conference.
    Take notice that a technical conference to discuss all non-rate
issues raised by Cove Point's filings will be held on Thursday July 14,
2011 at 10 am (EST), in a room to be designated at the offices of the
Federal Energy Regulatory Commission, 888 First Street, NE.,
Washington, DC 20426.
    Federal Energy Regulatory Commission conferences are accessible
under section 508 of the Rehabilitation Act of 1973. For accessibility
accommodations please send an e-mail to<EMAIL_ADDRESS>or call
toll free 1-866-208-3372 (voice) or<PHONE_NUMBER> (TTY), or send a FAX
to<PHONE_NUMBER> with the required accommodations.
    All interested persons, parties, and staff are permitted to attend.
For further information please contact Vince Mareino at<PHONE_NUMBER>.

    Dated: July 1, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-17252 Filed 7-8-11; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 25 (Tuesday, February 7, 2012)]
[Notices]
[Pages 6162-6164]
[FR Doc No: 2012-2641]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66284; File No. SR-Phlx-2012-04]

Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Offer a
New Product, TradeInfo PHLX, and Amend the Fee Schedule to Add a
Related Subscription Fee

February 1, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on January 26, 2012, NASDAQ OMX PHLX LLC (``Exchange'' or
``PHLX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the Exchange. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
---------------------------------------------------------------------------

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

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

    The Exchange proposes to offer a new product, TradeInfo PHLX, to
amend the fee schedule to add a related subscription fee.
    The text of the proposed rule change is available from the
Exchange's Web site at http://nasdaqomxphlx.cchwallstreet.com/NASDAQOMXPHLX/Filings/, at the Exchange's principal office, and at the
Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange is proposing to offer a new product, TradeInfo PHLX,
and to amend its fee schedule to assess a fee of $95 per user, per
month for subscription to the new product.\3\ Through a secure Web
connection, TradeInfo PHLX will allow a subscribing member to scan for
their orders submitted to PHLX. A subscribing member will be able to
scan for all orders in a particular security or all orders of a
particular type, regardless of their status (open, canceled, executed,
etc.). A subscribing member will also be able to cancel open orders at
the order, port or firm mnemonic level. For example, after scanning for
open orders, a subscribing member is able to select an open order and
cancel the order. TradeInfo PHLX will also allow a subscribing member
to scan other order statuses, such as executed, cancelled, broken,
rejected and suspended orders. A subscribing member will be able to
generate reports of execution, order or cancel information, which can
be exported into a spreadsheet for review. TradeInfo PHLX will also
permit a subscribing member to manage their order flow and mitigate
risk by giving them the ability to view their orders and executions, as
well as the ability to perform cancels at the port level. Last,
TradeInfo PHLX will allow a subscribing member to download records of
their orders and executions for record-keeping purposes. The Exchange
currently offers PSX TradeInfo data to subscribing members for a fee of
$95 per user, per month for member's trading activity on the PSX
equities market.\4\ Under the proposed rule change, TradeInfo PHLX will
be available to PHLX members participating on the PHLX options market.
---------------------------------------------------------------------------

    \3\ The Exchange is creating new Chapter XII ``PHLX Trading
Application Services'' of the NASDAQ OMX PHLX LLC Fee Schedule under
which it will place the proposed new fee.
    \4\ See NASDAQ OMX PHLX LLC Fee Schedule (January 5, 2012),
Chapter VIII NASDAQ OMX PSX FEES, TradeInfo PSX, p. 23.
---------------------------------------------------------------------------

    TradeInfo PHLX is similar to comparable products offered by the The
Nasdaq Stock Market (``Nasdaq'') and NASDAQ OMX BX (``BX'').\5\ PHLX is
proposing to offer the same functionality to its options participants
in regard to their PHLX trade activity for the same fee assessed for
the similar products offered by Nasdaq and BX.\6\
---------------------------------------------------------------------------

    \5\ Securities Exchange Act Release No. 55135 (January 19,
2007), 72 FR 3893 (January 26, 2007) (SR-NASDAQ-2006-062). See also
Securities Exchange Act Release No. 60826 (October 14, 2009), 74 FR
54605 (October 22, 2009) (SR-BX-2009-062).
    \6\ NASDAQ Rule 7015(f) and Chapter XV, Section 3(a) of the
Nasdaq Options Rules each assess subscribing members a fee of $95
per user, per month for TradeInfo if the subscribing member does not
have a subscription to the Nasdaq Workstation (the Nasdaq
Workstation includes access to TradeInfo). BX Rule 7015 assesses
subscribing members a fee of $95 per user, per month for TradeInfo
BX.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed fee is consistent with the
provisions of Section 6 of the Act,\7\ in general, and with Section
6(b)(4) of the Act,\8\ in particular, in that it provides for the
equitable allocation of reasonable dues, fees and other charges among
members and issuers and other persons using any facility or system
which the Exchange operates or controls. The Exchange believes that the
fee is reasonable since the functionally identical product is currently
offered for the same subscription fee to PSX participants, as well as
Nasdaq and BX members. The Exchange believes that the fee is equitably
allocated since subscription to the product is voluntary and the fee is
assessed only upon members that elect to subscribe to the product. The
fee is based on the number of subscriptions subscribed, so all
similarly-situated member firms would be assessed the same amount.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes the proposed rule change is consistent with
Section 6(b)(5) of the Act,\9\ which requires that the rules of an
exchange be designed to prevent fraudulent and manipulative acts and
practices, promote just and equitable principles of trade, foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, protect investors and the public interest. The
Exchange believes the proposed rule change is consistent with these
requirements because the TradeInfo PHLX offers a useful analytical tool
with which PHLX members may access information concerning their order
and trade activity occurring on PHLX, thus allowing such participants
to make informed decisions concerning such activity. The Exchange notes
that Nasdaq and BX offer the same type of product to their members.
Affording PHLX participants access to the same functionality promotes
the goal of perfecting the mechanism of a free and open market by
providing a subscriber clearer picture of its market activity and
providing it the ability to quickly cancel orders should the
participant determine it necessary to do so.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended.

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

    Written comments were neither solicited nor received.

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

    Because the foregoing proposed rule change does not significantly
affect the protection of investors or the public interest, does not
impose any significant burden on competition, and, by its terms, does
not become operative for 30 days from the date on which it was filed,
or such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-
4(f)(6) thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied the five-day prefiling requirement.
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    The Exchange has requested that the Commission waive the 30-day
operative delay. The Commission believes that waiver of the operative
delay is consistent with the protection of investors and the public
interest because the proposal will provide a tool for Exchange members
to assist them in the management of their Exchange orders and is
substantially similar to those of other exchanges.\12\ Therefore, the
Commission designates the proposal operative upon filing.\13\
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    \12\ See supra notes 4 and 5.
    \13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the

public interest, for the protection of investors, or otherwise in
furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-Phlx-2012-04 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-Phlx-2012-04. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-Phlx-2012-04 and should be
submitted on or before February 28, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-2641 Filed 2-6-12; 8:45 am]
BILLING CODE 8011-01-P