Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)

Forms and Documents

Document Name	Status
3235-0465 30 Day Notice.pdf Supplementary Document	2020-04-20
3235-0465 60 Day Notice.pdf Supplementary Document	2020-04-20
DGL Revised 2020 Rule 104 Supporting Statement PMP 2019 Draft w comments from JG and DERA.pdf Supporting Statement A	2020-02-05

IC Document Collections

IC ID	Document Title	Status
35162	Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)	Modified

ICR Details

OMB Control No: 3235-0465	ICR Reference No: 201911-3235-013
Status: Active	Previous ICR Reference No: 201611-3235-051
Agency/Subagency: SEC	Agency Tracking No: TM-270-411
Title: Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 06/09/2020
	Date Received in OIRA: 04/20/2020
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	06/30/2023	36 Months From Approved	06/30/2020
Responses	805	0	848
Time Burden (Hours)	161	0	170
Cost Burden (Dollars)	0	0	0

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Abstract: Rule 104 requires that participants in a distribution collect the required information and provide the required notice regarding stabilizing, syndicate covering transactions, and penalty bids. The proposed amendments would require managing underwriters to identify or designate syndicate covering bids as such wherever communicated and would ban the use of penalty bids. The Commission does not receive this information and only examines it in the event of investigation. Investors, and the market in general, use this information in evaluating the price of the security in distribution.

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Authorizing Statute(s): US Code: 15 USC 78q(h),78w(a),78dd-1,78mm Name of Law: Securities Exchange Act of 1934, Sections 17(h), 23(a), 30A and 36
   US Code: 15 USC 80a-23,80a-29,80a-37 Name of Law: Investment Company Act of 1940, Sections 23, 29 and 37
   US Code: 15 USC 77g,77q(a),77s(a), Name of Law: Securities Act of 1933, Sections7, 17(a) and 19(a)
   US Code: 15 USC 78b,78c,78g(c)(2), 78i(a),78j, Name of Law: Securities Exchange Act of 1934,Sections 2,3, 7(c)(2), 9(a) and 10,
   US Code: 15 USC 78k-1(c),78l,78m,78n,78o(b), Name of Law: Securities Exchange Act of 1934, Sections 11A(c), 12,13,14 and 15(b),
   US Code: 15 USC 78o(b),78o(h),78q(a),78q(b), Name of Law: Securities Exchange Act of 1934, Sections 15(c), 15(h), 17(a) and 17(b)
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	85 FR 8074	02/12/2020
30-day Notice:	Federal Register Citation:	Citation Date:
	85 FR 21899	04/20/2020
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)

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ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	805	848	0	0	-43	0
Annual Time Burden (Hours)	161	170	0	0	-9	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The decrease in total burden hours from 170 to 161 hours is due to a decrease in the number of firm commitment offerings from 848 previously to 805 in 2019.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 04/20/2020

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