Conformed to Federal Register version

Agency decision

Ask Donna

What actually matters in this document.

Text

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230, 232, 239, 240 and 249

[Release Nos. 33-11070; 34-95025; File Nos. S7-16-21 and S7-24-20]

RINs 3235-AM15 and 3235-AM78

Updating EDGAR Filing Requirements and Form 144 Filings

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

SUMMARY: We are adopting rule and form amendments that mandate the electronic filing or

submission of documents that are currently permitted electronic submissions, including the “glossy”

annual report to security holders, notices of exempt solicitations and exempt preliminary roll-up

communications, notices of sales of securities of certain issuers, filings of required reports by foreign

private issuers and filings made by multilateral development banks on our Electronic Data Gathering,

Analysis, and Retrieval (“EDGAR”) system. We are also adopting rules that will mandate the electronic

submission of the “glossy” annual report to security holders, the electronic filing of the certification

made pursuant to the Exchange Act and its rules that a security has been approved by an exchange for

listing and registration, the use of Inline eXtensible Business Reporting Language (“Inline XBRL”) for

the filing of the financial statements and accompanying notes to the financial statements required in the

annual reports of employee stock purchase, savings and similar plans, and that will allow for the

electronic submission of certain foreign language documents.

DATES: Effective dates: The final rules are effective JULY 11, 2022.

Compliance dates: See Section II.F. for further information on transitioning to the final rules.

FOR FURTHER INFORMATION CONTACT: For questions concerning electronic filing

requirements, please contact the Office of Rulemaking in the Division of Corporation Finance at (202)

551-3430. For technical questions concerning Inline XBRL, please contact the Office of Structured

Disclosure in the Division of Economic and Risk Analysis at (202) 551-5494.

SUPPLEMENTARY INFORMATION: We are adopting amendments to:

Commission Reference

CFR Citation(17 CFR)

Regulation S-T

§§ 232.11 through

232.903

Rule 101

§ 232.101

Rule 306

§ 232.306

Rule 311

§ 232.311

Rule 405

§ 232.405

Rule 158

§ 230.158

Form SE

§ 239.64

Form 144

§ 239.144

Rule 12d1-3

§ 240.12d1-3

Rule 14a-3(c)

§ 240.14a-3(c)

Rule 14c-3(b)

§ 240.14c-3(b)

Form 20-F

§ 249.220f

Form 40-F

§ 249.240f

Form 6-K

§ 249.306

Form 10-K

§ 249.310

Form 11-K

§ 249.311

Securities Act of 1933 1 (“Securities

Act”)

Securities Exchange Act of 1934

(“Exchange Act”)

15 U.S.C. 77a et seq.

15 U.S.C. 78a et seq.

In addition, we are adopting technical amendments to 17 CFR 239.40 (“Form F-10”), 17 CFR

239.42 (“Form F-X”) and 17 CFR 239.800 (“Form CB”) to remove certain outdated references in these

forms. The rule text of these technical changes has been included with the adopted amendments.

TABLE OF CONTENTS

II.

INTRODUCTION

DISCUSSION OF FINAL AMENDMENTS

A, Mandating the Electronic Filing or Submission of Permissible Electronic Submissions

1. Proposing Releases

2. Public Comments

3. Final Rules

B. Mandating the Electronic Submission of the “Glossy” Annual Report to Security Holders

C. Requiring the Electronic Filing of Certifications of Approval of Exchange Listing

D. Mandating Use of Inline XBRL for the Filing of Financial Statements and Accompanying Notes

to the Financial Statements Required by Form 11-K

E. Electronic Submission of Certain Foreign Language Documents

F. Transition Periods

III.

OTHER MATTERS

IV.

ECONOMIC ANALYSIS

A. Introduction

B. Economic Baseline

C. Economic Effects

1. Benefits

2. Costs

3. Efficiency, Competition, and Capital Formation

D. Reasonable Alternatives

PAPERWORK REDUCTION ACT

A. Background

B. Summary of the Comment Letters and the Effect of the Final Amendments on Existing Collections

of Information

C. Burden and Cost Estimates Related to the Amendments

VI.

FINAL REGULATORY FLEXIBILITY ACT ANALYSIS

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

B. Small Entities Subject to the Final Amendments

C. Significant Issues Raised by Public Comments

D. Projected Reporting, Recordkeeping, and Other Compliance Requirements

E. Agency Action to Minimize Effect on Small Entities

VII. STATUTORY AUTHORITY

I. INTRODUCTION

Registrants and individuals submit most documents required to be filed or otherwise submitted to the

Commission under the Federal securities laws in electronic format using the Commission’s EDGAR

system. EDGAR filings are available to the public on our website. 3 During the 2021 calendar year,

electronic filers submitted approximately 916,000 filings on EDGAR. These electronic filings enable

investors and other EDGAR users to access more quickly the information contained in registration

statements, periodic reports, and other filings made with the Commission. In contrast, investors or other

parties wishing to access and review paper filings must do so in person at the Commission’s public

reference room, or subscribe to a third-party information service that scans and distributes the

information after a paper filing is made. As such, it can be time consuming and/or costly to obtain these

filings in paper. 4

In 1993, when the Commission began to mandate the electronic filing of documents on EDGAR, it

adopted Regulation S-T and other rule and form amendments to implement the operational phase of

EDGAR. 5 When the Commission adopted Regulation S-T it did not mandate electronic filing for all

documents that are required to be filed under the Federal securities laws. 6 Currently, 17 CFR

232.101(a) (“Rule 101(a)”) mandates the electronic filing of over 400 different forms, schedules,

reports, and applications. However, 17 CFR 232.101(b) (“Rule 101(b)”) identifies a number of

documents that filers may choose (but are not required) to submit in electronic format via EDGAR and

17 CFR 232.101(c) (“Rule 101(c)”) identifies a number of documents that are not permitted to be filed

in electronic format via EDGAR.

Since implementation of EDGAR, the Commission has increasingly sought to make the system more

comprehensive by including more filings in the mandated electronic filing category. For example, in

2002, the Commission adopted amendments to require foreign private issuers and foreign governments

EDGAR filings are also available through some third-party information providers that obtain filings from EDGAR and

disseminate them through their own websites.

In this regard, the Commission’s public reference room is currently closed in recognition of the health and safety concerns

related to COVID-19. See infra note 14.

See Rulemaking for EDGAR System, Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628].

As one example, the Commission recognized that, at that time, certain documents, due to the graphical content or the format

of data contained in the document, and the limitations of information technology, could be difficult to convert into an

electronic format.

to submit electronically via EDGAR many of the documents that they are required to file. 7 In 2003, 8 the

Commission adopted rule and form amendments to mandate the electronic filing of Forms 3, 4, and 5. 9

In furtherance of this objective, on November 4, 2021, we proposed amendments to update

additional EDGAR filing requirements. 10 Specifically, we proposed rule and form amendments that

would: (1) mandate the electronic filing or submission of most of the documents that are currently

permitted electronic submissions under Rule 101(b) of Regulation S-T; (2) mandate the electronic

submission of the “glossy” annual report to security holders; (3) mandate the electronic filing of the

certification made pursuant to 15 U.S.C. 78l(d) (“Section 12(d) of the Exchange Act”) and 17 CFR

240.12d1-3 (“Exchange Act Rule 12d1-3”) that a security has been approved by an exchange for listing

and registration; (4) mandate the use of Inline XBRL for the filing of the financial statements and

accompanying notes to the financial statements required by Form 11-K; and (5) allow for the electronic

submission of certain foreign language documents.

In addition, on December 22, 2020, as part of a broader rule proposal relating to 17 CFR 230.144

(“Rule 144”), we proposed to mandate electronic filing of Form 144 with respect to securities issued by

issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. 11

We are now adopting amendments reflecting the above rule and form proposals, substantially as

proposed. We believe that these changes will continue and further the Commission’s ongoing efforts to

See Mandated EDGAR Filing for Foreign Issuers, Release No. 33-8099 (May 14, 2002) [67 FR 36678].

See Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5, Release No. 33-8230 (May 7, 2003) [68 FR

25788].

17 CFR 249.103; 17 CFR 249.104; 17 CFR 232.105.

See Updating EDGAR Filing Requirements Release No. 33-11005 (Nov. 4, 2021) [86 FR 66231] (“Updating

EDGAR Proposing Release”).

See Rule 144 Holding Period and Form 144 Filings, Release No. 33-10991(Dec. 22, 2020) [85 FR 79936] (“Rule 144

Proposing Release”). We are not taking any action concerning the remaining proposals in the Rule 144 Proposing Release

at this time. In particular, we are not adopting the proposal to eliminate the Form 144 filing requirement for the sale of

securities of companies that are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. As

such, affiliates relying on Rule 144 when the issuer of the securities is not subject to the reporting requirements of Section

13 or 15(d) of the Exchange Act will still be required to file a notice of sale on Form 144 in paper form pursuant to Rule

101(c)(6) of Regulation S-T and Rule 144. Accordingly, we are adopting a conforming amendment to Rule 144 (new Rule

144(h)(2)) to reflect that non-reporting issuers will continue to file in paper.

make the EDGAR system more comprehensive by including more filings in the mandated electronic

filing category.

II. DISCUSSION OF FINAL AMENDMENTS

A. Mandating the Electronic Filing or Submission of Permissible Electronic

Submissions

Rule 101(b) of Regulation S-T currently permits filers to submit the following documents either

electronically or in paper format:

• Annual reports to security holders (colloquially referred to as the “glossy” annual reports)

furnished for the information of the Commission pursuant to 17 CFR 240.14a-3(c) (“Exchange Act

Rule 14a-3(c)”) or 17 CFR 240.14c-3(b) (“Exchange Act Rule 14c-3(b)”), or under the requirements

of Form 10–K for registrants reporting pursuant to 15 U.S.C. 78o(d) (“Section 15(d) of the Exchange

Act”), 12 or by foreign private issuers on Form 6–K pursuant to Exchange Act Rules 17 CFR

240.13a-16 or 17 CFR 240.15d-16;

• Notices of exempt solicitation furnished for the information of the Commission pursuant to 17

CFR 240.14a-6(g), and notices of exempt preliminary roll-up communications furnished for the

information of the Commission pursuant to 17 CFR 240.14a-6(n);

• Annual reports for employee benefit plans on 17 CFR 249.311 (“Form 11-K”); 13

In 2016, the Division of Corporation Finance indicated that it would not object if a registrant posts an electronic version of

its “glossy” annual report to security holders to its corporate website by the applicable date specified in Exchange Act Rule

14a-3(c), Exchange Act Rule 14c-3(b), or in Form 10-K, in lieu of mailing paper copies or submitting it on EDGAR if the

report remains accessible for at least one year after posting. See Proxy Rules and Schedule 14A (Regarding Submission of

Annual Reports to SEC Under Rules 14a-c(3) and 14c-3(b)), U.S. Sec. & Exch. Comm’n (Nov. 2, 2016), available under

“Compliance and Disclosure Interpretations – Proxy Rules and Schedule 14A” at

https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a3-14c3.htm (“2016 Staff Guidance”). The 2016

Staff Guidance will be withdrawn upon the compliance date of amended Rule 101(a)(1)(xxiii) of Regulation S-T as it is

superseded by the rule amendments. EDGAR will serve as a repository for electronic copies of the “glossy” annual reports

to security holders, whether or not registrants post the reports on their corporate websites.

Registrants who satisfy their Form 11-K filing obligations by filing an amendment to Form 10-K, as provided by 17 CFR

240.15d-21 (“Exchange Act Rule 15d-21”) Exchange Act Rule 15d-21, may also file these amendments in paper or

electronic format.

• Notice of proposed sale of securities on 17 CFR 239.144 (“Form 144”) where the issuer of the

securities is subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act; 14

• Periodic reports and reports with respect to distributions of primary obligations filed by the

International Bank for Reconstruction and Development, the Inter-American Development Bank, the

Asian Development Bank, the African Development Bank, the International Finance Corporation, or

the European Bank for Reconstruction and Development (collectively, the “Development Banks”); 15

• Reports or other documents submitted by a foreign private issuer under cover of 17 CFR 249.306

(“Form 6–K”) that the foreign private issuer must furnish and make public under the laws of the

jurisdiction in which the issuer is incorporated, domiciled or legally organized (the foreign private

issuer’s “home country”), or under the rules of the home country exchange on which the foreign

private issuer’s securities are traded, as long as the report or other document is not a press release, is

not required to be and has not been distributed to the issuer's security holders, and, if discussing a

material event, has already been the subject of a Form 6-K or other Commission filing or submission

on EDGAR; and

• Documents filed with the Commission pursuant to 15 U.S.C. 80a-32 (“Section 33 of the

Investment Company Act”). 16

In April 2020, in recognition of several logistical difficulties related to the submission of Form 144 in paper pursuant to

Rules 101(b)(4) or 101(c)(6) of Regulation S-T, as well as ongoing health and safety concerns related to COVID-19, the

Division of Corporation Finance issued a statement announcing a temporary no-action position that it would not

recommend enforcement action to the Commission if Forms 144 for the period from and including April 10, 2020 to June

30, 2020 were submitted as a complete PDF attachment and emailed to the Commission in lieu of filing the form in paper.

Subsequently, on June 25, 2020, the Division of Corporation Finance indefinitely extended this statement from the period

beginning on April 10, 2020. See Division of Corporation Finance Statement Regarding Requirements for Form 144 Paper

Filings in Light of COVID-19 Concerns, U.S. Sec. & Exch. Comm’n (June 25, 2020), available at

https://www.sec.gov/corpfin/announcement/form-144-paper-filings-email-option-update. The 2020 statement will be

withdrawn upon the compliance date of amended Rules 144(h)(2) and 101(a)(1)(xxvi) of Regulation S-T as it is no longer

necessary due to the rule amendments.

Pursuant to rules adopted by the Commission, the Development Banks are required to file annual and quarterly reports with

the Commission in connection with the distribution of primary obligations issued by the Development Banks. In addition,

the Development Banks are required to file a distribution report with the Commission on or prior to the date on which any

distribution of primary obligations are issued to the public in the United States. See 17 CFR 285-290.

See Rule 101(b)(9) of Regulation S-T [17 CFR 232.101(b)(9)].

1. Proposing Releases

In two separate rule proposals, 17 we proposed to amend Rule 101 of Regulation S-T to mandate the

electronic filing of the documents listed above; all of which are currently permitted electronic filings

under Rule 101(b).

In the Updating EDGAR Proposing Release, we proposed amendments that would remove the

permitted electronic submissions listed in Rule 101(b)(1) through paragraph (b)(6), with the exception of

current paragraph 101(b)(4) relating to Rule 144 filings, as well as paragraph (b)(9) 18 and add those

items to the list of mandated electronic submissions contained in Rule 101(a)(1) of Regulation S-T. 19

In the Rule 144 Proposing Release, 20 we proposed to remove the permitted electronic submission of

all Form 144 filings for the sale of securities of Exchange Act reporting companies in Rule 101(b)(4) of

Regulation S-T and add that item to the list of mandated electronic submissions contained in Rule

101(a)(1) of Regulation S-T. 21 We also proposed to amend Rule 144(h)(1) to delete the requirement that

See the Updating EDGAR Proposing Release, supra note 10 and the Rule 144 Proposing Release, supra note 11.

See in this regard Electronic Submission of Applications for Orders under the Advisers Act and the Investment Company

Act, Confidential Treatment Requests for Filings on Form 13F, and Form ADV-NR; Amendments to Form 13F Release

No. 34-93518 (Nov. 4, 2021) [86 FR 64839] in which we proposed to update the filing requirements for certain Investment

Company Act and Investment Advisor Act forms and applications.

In addition to the proposed changes to Rules 101(a) and 101(b), in the Updating EDGAR Proposing Release we also

proposed corresponding amendments to Rules 158, 306, 311, 405, 12d1-3, 14a-3 and 14c-3, as well as Forms 6-K, 10-K,

11-K, 20-F, and 40-F to implement these changes. We are also adopting the corresponding changes as proposed.

Under Securities Act Rule 144(h), an affiliate who intends to resell restricted or control securities of the issuer in reliance

upon Securities Act Rule 144 during any three-month period in a transaction that exceeds either 5,000 shares or has an

aggregate sales price of more than $50,000 must file a Form 144 concurrently with either the placing of an order with a

broker to execute the sale or the execution of a sale directly with a market maker. Rule 101(b) of Regulation S-T permits

Form 144 to be filed electronically or in paper if the issuer of the securities is subject to Exchange Act reporting

requirements. In calendar year 2021, approximately 30,000 Forms 144 were filed. Although the vast majority

(approximately 99%, or 29,700) of these Form 144 filings can be made electronically on EDGAR (because the issuer of the

securities is subject to Exchange Act reporting requirements), only 234 Form 144 filings were electronically filed on

EDGAR. The remainder were filed in paper or as a PDF via email. If the issuer of the securities is not subject to Exchange

Act reporting requirements, Rule 101(c)(6) of Regulation S-T requires Form 144 to be filed in paper. See also supra note

17.

We also proposed minor changes to Form 144 to update the form to reflect these changes and to eliminate certain

personally identifiable information (“PII”) and immaterial information fields that are unnecessary. Specifically, we

proposed to delete the fields requiring the home address of the person for whose account the securities are to be sold and

the IRS identification number of the issuer of the securities. For purposes of Form 144, we have determined that we can

achieve our regulatory objectives without the PII. Furthermore, the IRS identification number of the issuer is redundant as

this information is required to be disclosed on the cover page of registration statements and periodic reports and would be

available through these forms. We are also adopting these changes as proposed.

an affiliate send one copy of the Form 144 notice to the principal exchange, if any, on which the

restricted securities are admitted to trading, as this provision was designed for paper Form 144 filings.

We proposed to provide a six-month transition period after the effective date of the amendments to

Regulation S-T to give Form 144 paper filers who would be first-time electronic filers on EDGAR

sufficient time to apply for access to file on EDGAR. Additionally, the Rule 144 Proposing Release

noted that we would make Form 144 available online as a fillable document that could be used by filers.

1. Public Comments

We received eight comment letters on the Updating EDGAR Proposing Release. One was

supportive of the mandate to make the glossy annual report a mandatory EDGAR filing; 22 two addressed

the electronic filing of forms that were not part of the proposal; 23 one addressed substantive disclosure

requirements not addressed in, and beyond the scope of, the proposal, 24 one addressed a filing process

that was not proposed, 25 and one requested a longer comment period. 26 We did not receive any

comments opposing this proposal.

We received twelve comment letters on the Rule 144 Proposing Release addressing the proposed

amendment to mandate electronic filing of Form 144, most of which expressed support for mandating

the electronic filing of Form 144. For example, several of these commenters stated that proposed

amendments would allow for a more convenient and improved filing process. 27 A number of

See letter dated Dec. 2, 2021 from Parker Smith.

See letter dated Dec. 17, 2021 from Dorothy Donohue, Deputy General Counsel - Securities Regulation, Investment

Company Institute and letter dated Dec. 17, 2021 from Martha Redding, Associate General Counsel, Assistant Secretary,

NYSE Group, Inc.

See letter dated Jan. 4, 2022 from Andrew MacInnes, BrilLiquid LLC.

See letter dated Nov. 17, 2021 from Joseph Snyder

See letter dated Jan. 10, 2022 from Patrick McHenry, Ranking Member, House Committee on Financial Services, and Pat

Toomey, Ranking Member, Senate Committee on Banking, Housing, and Urban Affairs. Neither of the remaining two

letters addressed mandating electronic filings. One noted that “people everywhere deserve free and open markets,” and

another requested that the Commission “shut down dark pools.”

See letter dated Mar. 16, 2021 from the Basile Law Firm P.C., letter dated Feb. 15, 2021 from Hamilton & Associates Law

Group, P.A. (“Hamilton”), letter dated Mar. 11, 2021 from Sydney Linnick (“Linnick”), letter dated Mar. 17, 2021 from

Rachel Mullinax (“Mullinax”), and letter dated Mar. 17, 2021 from North American Securities Administrators Association,

Inc. (“NASAA”).

commenters noted that filing Form 144 in paper makes it difficult for investors and other users of the

disclosures (such as researchers and other regulatory bodies) to access the information contained in these

filings. 28

One commenter stated that the importance of the information contained in Form 144 is demonstrated

by the activities of third party vendors that regularly visit the Commission’s Reading Room to scan,

digitize, and disseminate Forms 144 to clients that pay for the information. 29 This commenter stated the

Commission’s Form 144 paper filing regime has created a two-tiered disclosure system that makes

public disclosure of Form 144 essentially only accessible to large institutional clients that have the

resources pay for this information, but inaccessible to individual investors. 30

Another commenter, although supportive of the goals of this proposal, expressed concern that the

proposed amendments would present significant logistical challenges for broker-dealers that prepare and

submit Form 144 filings on behalf of their clients and may result in firms deciding to cease providing

such services. 31 This commenter stated that mandating the electronic filing of Form 144 will require

firms to log-in and log-out of the SEC’s system using a Form 144 filer’s EDGAR credentials, “which

will be extremely time-consuming and labor-intensive” given the number of Form 144 filings that this

commenter indicated are filed by broker-dealers. 32 This commenter also stated that an electronic filing

mandate would require a brokerage firm to develop and maintain processes to collect, securely store, and

properly update all of the EDGAR access credentials for each of its clients that are required to file a

See letter dated Mar. 18, 2021 from the Council of Institutional Investors, letters from Hamilton, Linnick, Mullinax,

NASAA, letter dated Mar. 10, 2021 from Alan D. Jagolinzer, Professor of Financial Accounting of the University of

Cambridge’s Judge Business School; Head of the Accounting Faculty Subject Group; and Co-Director of Cambridge

Centre for Financial Reporting & Accountability, and letter dated Mar. 10, 2021 from David Larcker, Graduate School of

Business, Stanford University, Director, Stanford Corporate Governance Research Initiative; Daniel Taylor, The Wharton

School, University of Pennsylvania, Director, Wharton Forensic Analytics Lab; and Bradford Lynch, The Wharton School,

University of Pennsylvania (“Prof. Larcker et al.”).

See letter from Prof. Larcker et al.

Id.

See letter dated Mar. 22, 2021 from the Securities Industry and Financial Markets Association.

Id (noting that, according to data from the Washington Service Bureau, dealers filed 20,864 Form 144 filings in 2020).

Form 144. This commenter recommended, as an alternative, that the Commission adopt an approach

that would allow brokerage firms to bulk file Forms 144 on a daily or every-other-business-day basis (or

whatever time period the Commission considers appropriate) and that the Commission also provide a

twelve-month transition period. 33

2. Final Rules

After considering the public comments, we are adopting the amendments to mandate electronic

filing as proposed, with the exception of the compliance date for the electronic filing of Form 144,

which is discussed further in Section II.F, below. We believe that mandating the electronic filing of

these documents will benefit investors and other users by making the information contained in these

filings accessible to the public almost immediately after filing on EDGAR. It will thus enable investors,

market participants, and other EDGAR users to retrieve and use the information in these documents

promptly, as compared to a paper filing, facilitating their analysis of this information. The use of

EDGAR will also facilitate efficient storage of this information, improve the Commission’s ability to

track and process filings, and modernize the Commission’s records management process. Moreover,

eliminating the permitted electronic submissions of documents that are filed or furnished pursuant to

Rules 101(b)(1)-(3), (5), (6) and (9) will eliminate a paper option that as a practical matter is not used

by the vast majority of registrants. 34

In addition, Form 144 filers will benefit from the planned changes to make the form an online

fillable document that would facilitate electronic filing. An online fillable form will enable the

convenient input of information, and support the electronic assembly of such information and

transmission to EDGAR, without requiring a Form 144 filer to purchase or maintain additional software

Id.

For example, in calendar years 2020 and 2021 combined, there were more than 48,000 Forms 6-Ks filed electronically and

only two filed in paper. Similarly, for the same two-year period, there were approximately 20,000 Forms 11-K filed

electronically and only 22 filed in paper. See also infra note 42.

or technology. The fillable form will be similar to other fillable forms that are currently available to file

other Form-specific XML filings on EDGAR such as Forms D, 3, 4, and 5. 35 As such, the Form 144

data will be machine-readable and thus available for automated and efficient analysis.

We acknowledge the concerns voiced by one commenter about potential logistical challenges for

brokers and dealers. 36 We note that EDGAR allows for bulk filing of forms, including forms for

multiple different CIKs, simultaneously. As such, a single broker-dealer could bulk file Forms 144

simultaneously for multiple clients. 37 In addition, we are providing a longer transition period than what

was proposed for Form 144 paper filers to file the forms electronically on EDGAR. Specifically, we are

adopting a six-month transition period commencing from the date when the Commission adopts a

version of the EDGAR Filer Manual that addresses the updates to Form 144. 38

B. Mandating the Electronic Submission of the “Glossy” Annual Report to Security

Holders

Exchange Act Rules 14a-3(c) and 14c-3(b) require registrants subject to these rules to furnish to the

Commission, for its information, seven copies of their “glossy” annual report to security holders. 39

Form 10-K contains a similar provision that requires registrants that are required to file a Form 10-K

pursuant to Section 15(d) of the Exchange Act to furnish to the Commission four copies of their

We are also adopting the proposed amendment to Rule 144(h)(1) to delete the requirement that an affiliate send one copy

of the Form 144 notice to the principal exchange, if any, on which the restricted securities are admitted to trading. This

requirement was designed for paper Form 144 filings and will no longer be necessary now that we are mandating the

electronic filing of Form 144.

See supra note 31.

In addition, the Commission recently issued a request for comment regarding potential technical changes to EDGAR filer

access and filer account management processes. The request for comment may be relevant to the commenter’s concerns

about managing the EDGAR accounts of multiple Form 144 filers, for which broker-dealers would provide filing services.

See Request for Comment on Potential Technical Changes to EDGAR Filer Access and Filer Account Management

Processes, Release No. 34-93204 (Sept. 30, 2021) [86 FR 55029]; see also https://www.sec.gov/edgar/filerinformation/edgar-next.

See infra Section II.F.

In 1967, the Commission amended Exchange Act Rules 14a-3(c) and 14c-3(b) to require registrants to furnish to the

Commission, solely for its information, seven copies of their “glossy” annual report to security holders. See Proxy and

Stockholder Information Rules, Release No. 34-8029 (Jan. 24, 1967) [32 FR 1035]. Prior to these amendments, registrants

were required to furnish to the Commission four copies of their “glossy” annual report to security holders.

“glossy” annual report to security holders. 40 In addition, foreign private issuers are often required to

furnish to the Commission their “glossy” annual report to security holders in response to the

requirements of Form 6-K. 41

Rule 101(b)(1) of Regulation S-T permits all of these registrants to satisfy the above requirements

by submitting to the Commission their “glossy” annual report to security holders in either paper or

electronically on EDGAR. During the 2020 and 2021 calendar years, we received minimal paper

submissions and very few electronic submissions of annual reports. 42

We proposed to require registrants to submit to the Commission their “glossy” annual report to

security holders via an electronic submission on EDGAR, in accordance with the EDGAR Filer

Manual, by adding Rule 101(a)(1)(xxiii) of Regulation S-T and removing Rule 101(b)(1) of Regulation

S-T. 43 Registrants would no longer be permitted to submit their “glossy” annual report to security

holders to the Commission in paper.

We are now adopting the amendments as proposed. We believe the requirements to furnish these

reports to the Commission in paper format under Exchange Act Rule 14a-3(c), Exchange Act Rule 14c3(b) and Form 10-K are unnecessary. We also believe that, in addition to helping inform the

Commission, investors will benefit from the ability to access electronic copies of the “glossy” annual

reports to security holders on EDGAR.

See Form 10-K, Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by

Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. Form 10-K also currently requires

registrants required to file a Form 10-K pursuant to Section 15(d) of the Exchange Act to furnish to the Commission every

proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant’s security holders

with respect to any annual or other meeting of security holders.

See supra Section II.A.

We received 23 and 18 electronic submissions of glossy annual reports in calendar years 2020 and 2021, respectively. The

staff no longer tallies the number of these reports submitted in paper format. We believe, however, that the number is

minimal as issuers typically avail themselves of the 2016 Staff Guidance. See supra note 12 (discussing the 2016 Staff

Guidance regarding a registrant posting an electronic version of its “glossy” annual report to security holders to its

corporate website in lieu of mailing paper copies or submitting it on EDGAR).

We also proposed corresponding amendments to Rules 14a-3(c), 14c-3(b), and 158(b)(2), as well as Forms 20-F, 6-K and

10-K to implement these changes and are adopting these changes as proposed.

Going forward, EDGAR will serve as a repository for electronic copies of the “glossy” annual

reports to security holders, whether or not registrants decide to post the reports on their corporate

websites. 44 An archive of electronic copies of the “glossy” annual reports to security holders will

ensure long-term access to these reports in a centralized database available to the public and will avoid

the burden for investors of having to search individual corporate websites and other resources for this

information. In addition, electronic submission of the “glossy” annual report to security holders should

capture the graphics, styles of presentation, and prominence of disclosures (including text size,

placement, color, and offset, as applicable) contained in the reports. 45

In addition to deleting Rule 101(b)(1) of Regulation S-T, we are also amending Exchange Act Rule

14a-3(c), Exchange Act Rule 14c-3(b), and Form 10-K to eliminate the option for registrants to furnish

to the Commission paper copies of their “glossy” annual report to security holders. Instead, we are

requiring the electronic submission of these reports in accordance with the EDGAR Filer Manual. We

are also amending Securities Act Rule 158(b)(2) to replace the reference to the furnishing of copies of

the “glossy” annual report to security holders to the Commission with a reference to furnishing the

report to the Commission in accordance with the EDGAR Filer Manual. 46

Notwithstanding these amendments, our proxy rules will continue to require certain registrants

subject to the proxy rules to publish their “glossy” annual report to security holders on a website other

than the Commission’s website. 47

With respect to foreign private issuers, we are similarly amending Form 6-K to remove references

to the paper submission to the Commission of a “glossy” annual report to security holders and instead

See supra note 12 (these amendments will supersede the 2016 Staff Guidance, which will be withdrawn).

Under the amendments, the “glossy” annual report to security holders should not be re-formatted, re-sized, or otherwise redesigned for purposes of the submission on EDGAR. Currently, the only format that EDGAR supports is portable data

format (“PDF”). If EDGAR is upgraded to accommodate other formats appropriate for electronic filing of the “glossy”

annual report, the Commission will communicate the upgrade by adopting an updated EDGAR Filer Manual that supports

such formats.

See 17 CFR 230.158(b)(2) (“Securities Act Rule 158(b)(2)”).

See Exchange Act Rule 14a-16(b) [17 CFR 240.14a-16]; see also Shareholder Choice Regarding Proxy Materials,

Exchange Act Release No. 34–56135 (July 26, 2007) [72 FR 42222].

will require foreign private issuers to satisfy their Form 6-K requirement to furnish such a report by

submitting the report electronically on EDGAR, in accordance with the EDGAR Filer Manual.

C. Requiring the Electronic Filing of Certifications of Approval of Exchange

Listing

For securities to be listed on an exchange, Exchange Act Rule 12d1-3 requires the national

securities exchange to file a certification with the Commission that the security has been approved by

the exchange for listing and registration pursuant to Section 12(d) of the Exchange Act. 48 The

certification must specify (1) the approval of the exchange for listing and registration; (2) the title of

the security so approved; (3) the date of filing with the exchange of the application for registration and

of any amendments thereto; and (4) any conditions imposed on such certification.

This certification is not included in any of the EDGAR filing requirements or exceptions in Rule

101 of Regulation S-T. In December 2017, the Commission modified EDGAR to permit the voluntary

electronic submission of the certifications on EDGAR. 49 During the 2020 calendar year, the

Commission received 1,184 certifications from national securities exchanges. All of the certifications

were submitted electronically, except one. In light of the overwhelming use of this option, we

proposed to amend Exchange Act Rule 12d1-3 and Rule 101(a) of Regulation S-T to mandate the

electronic filing of these certifications. We received no comments on this aspect of the proposed

amendments. We are adopting the amendments as proposed. 50

D. Mandating the Use of Inline XBRL for the Filing of Financial Statements and

Accompanying Notes to the Financial Statements Required by Form 11-K

Exchange Act Rule 12d1-3(c) specifies that the certification may be made by telegram but in such case must be

confirmed in writing, and all certifications in writing and all amendments thereto must be filed with the Commission in

duplicate.

Among other things, EDGAR Release 17.4 updated EDGAR to allow, but not require, national securities exchanges to

submit a new certification form type on EDGAR to evidence the approval of securities for listing on an exchange. See

Adoption of Updated EDGAR Filer Manual, Release No. 33-10444 (Dec. 8, 2017) [83 FR 2369]. Prior to the 2017

modification, we received only paper certifications that a security has been approved for listing and registration.

Amended Rule 101(a) of Regulation S-T will require the filing of the certification electronically as is currently permitted.

In 2009, the Commission adopted rules requiring operating companies to submit the information

from the financial statements included in certain registration statements and periodic and current reports

in a structured, machine-readable data language using XBRL. 51 In 2018, the Commission adopted

modifications to these requirements by requiring issuers to use Inline XBRL, which is both machinereadable and human-readable, to reduce the time and effort associated with preparing XBRL filings and

improve the quality and usability of XBRL data for investors. 52 Since then, the Commission has

completed phasing-in the adopted Inline XBRL requirements and has expanded the scope of disclosures

that must be tagged using Inline XBRL. 53

Form 11-K is the form used for annual reports of employee stock purchase, savings and similar plans

that are filed with the Commission pursuant to Section 15(d) of the Exchange Act. Currently, annual

reports on Form 11-K are not subject to structured data reporting requirements. Accordingly, the

financial statements required by Form 11-K are not machine-readable. These financial statements,

which must be prepared in accordance with the applicable provisions of Article 6A of Regulation S-X

(17 CFR 210.6A-01—.6A-05), include:

•

An audited statement of financial condition as of the end of the latest two fiscal years of the plan

(or such lesser period as the plan has been in existence); and

•

An audited statement of comprehensive income (either in a single continuous financial statement

or in two separate but consecutive financial statements; or a statement of net income if there was

no other comprehensive income) and changes in plan equity for each of the latest three fiscal

years of the plan (or such lesser period as the plan has been in existence.

See Interactive Data to Improve Financial Reporting, Securities Act Release No. 9002 (Jan. 30, 2009) [74 FR 6776 2009)]

(requiring submission of an Interactive Data File to the Commission in exhibits to such reports); see also Securities Act

Release No. 9002A (Apr. 1, 2009) [74 FR 15666)].

See Inline XBRL Filing of Tagged Data, Securities Act Release No. 10514 (June 28, 2018) [83 FR 40846, 40847] (“Inline

XBRL Adopting Release”). Inline XBRL allows filers to embed XBRL data directly into an HTML document, eliminating

the need to tag a copy of the information in a separate XBRL exhibit. Inline XBRL is both human-readable and machinereadable for purposes of validation, aggregation, and analysis. Id at 40851.

See, e.g., Filing Fee Disclosure and Payment Methods Modernization, Release No. 33-10997 (Oct. 13, 2021) [86 FR

770166].

Form 11-K also provides filers with the option to file plan financial statements and schedules

prepared in accordance with the financial reporting requirements of 29 U.S.C. 18 et seq (the “Employee

Retirement Income Security Act of 1974” or “ERISA”). 54 When filers elect this option, plan financial

statements are embedded within the filing or filed as exhibits in a non-structured format. 55

We proposed to require registrants to present the financial information required by Form 11-K,

whether prepared in accordance with Regulation S-X or the financial reporting requirements of ERISA,

in Inline XBRL. 56 Under the proposed amendments the tagging requirement for annual reports on Form

11-K would mirror the Inline XBRL requirements for financial information contained in annual reports

on Forms 10-K, 20-F, and 40-F. As such, every data point in the financial statements required by Form

11-K would be tagged in Inline XBRL. Further, where there are narrative disclosures (e.g., notes to the

financial statements), registrants would be required, like filers of Forms 10-K, 20-F, and 40-F, to apply

block tags to the narrative disclosures and detailed tags to any numeric amounts presented in the

narrative text.

We received no comments on this aspect of the proposal and are adopting these amendments as

proposed. 57 Structuring this data will enable analytical tools to extract tagged information in an

efficient, automated manner. As a result, plan participants, analysts, and the Commission will be better

able to access, organize, and evaluate the information presented by filers. As amended, the tagging

requirement will be specified in the Instructions to Form 11-K and in Rule 405 of Regulation S-T. 58

29 U.S.C, 18 et seq. Plan financial statements required under ERISA are prepared on Form 5500. See Form 5500, Annual

Return/Report of Employee Benefit Plan, available at https://www.dol.gov/sites/dolgov/files/EBSA/employers-andadvisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2020-form-5500.pdf.

Under paragraph 4 of Required Information of Form 11-K, plans may include all or a portion of Form 5500 into the Form

11-K filing with the Commission.

See supra Note 13. The proposed amendments would also apply to financial statements required by Form 11-K that are

filed in accordance with Exchange Act Rule 15d-21.

As discussed in Section II.A., supra, we are also mandating the electronic submission of Form 11-K.

We are not adopting the proposed changes to the definition of Related Official Filing in Rule 11 of Regulation S-T. We

have determined that it is not necessary to change that definition, as the amendments to Rule 405 of Regulation S-T that we

are adopting are sufficient to reflect this new requirement.

E. Electronic Submission of Certain Foreign Language Documents

Generally, all filings and submissions to the Commission must be in English. 59 Rule 306(a) of

Regulation S-T prohibits the electronic filing or submission of a document that is in a foreign

language. 60 If an electronic filing or submission requires the inclusion of a foreign language document,

the document must either be translated into, or (if it is an exhibit or attachment to a filing or submission)

summarized in English and submitted in electronic format. 61

Currently, Rules 306(b) and (c) of Regulation S-T govern the submission of a foreign language

document by an electronic filer. 62 Rule 306(b) permits the paper submission of an unabridged foreign

language document if an English translation or summary of that document has already been provided in

an electronic filing or submission. Rule 306(c) requires the paper submission of a foreign language

version of a foreign government or its political subdivision’s latest annual budget if an English

translation of the budget is unavailable and such an exhibit is required by Form 18 or Form 18-K. We

proposed to amend Rule 306 to eliminate paper submission of the above two types of foreign language

documents. 63 Instead, these documents would be required to be submitted electronically in an

appropriate format that EDGAR supports, currently as PDFs. 64

See 17 CFR 230.403; 17 CFR 240.12b-12; and Rule 306 of Regulation S-T.

Rule 306(d) of Regulation S-T provides for one exception to Rule 306(a) and allows for the electronic filing of certain

documents that contain both French and English by Canadian issuers [17 CFR 232.306(d)].

See 17 CFR 230.403(c); 17 CFR 240.12b-12(d); and 17 CFR 232.306(a).

Currently, electronic filers may not submit these untranslated foreign language documents in electronic format. 17 CFR

232.101(c)(8) (“Rule 101(c)(8) of Regulation S-T”) states that documents and symbols in a foreign language shall not be

submitted in electronic format and, thus, may only be submitted in paper.

We also proposed to amend Rule 311 of Regulation S- T and Form SE to clarify that these two types of foreign language

documents may no longer be submitted in paper under the cover of Form SE. We are adopting these amendments as

proposed.

We similarly proposed to remove and reserve Rule 101(c)(8) of Regulation S-T. As noted above, Rule 101(c)(8) prohibits

the electronic submission of documents and symbols in a foreign language. We are also adopting this amendment as

proposed. We note in this regard that even with the removal of this prohibition, Rule 306(a) of Regulation S-T will still

generally require all electronic filings and submissions to be in English.

We did not receive any comments on these amendments and are now adopting these amendments as

proposed. We believe that these changes will reduce the number of paper submissions we receive and

increase the public’s access to these foreign language documents.

F. Transition Periods

We are adopting the proposed six-month transition period after the effective date of the amendments

for when filers will be required to file or submit electronically “glossy” annual reports to security

holders (in PDF), notices of exempt solicitations and exempt preliminary roll-up communications,

annual reports for employee benefit plans on Form 11-K, periodic reports and reports with respect to

distributions of primary obligations filed by the Development Banks, reports or other documents

submitted by a foreign private issuer under cover of Form 6-K, certain foreign language documents (in

PDF), and certifications made pursuant to the Exchange Act and its rules that a security has been

approved by an exchange for listing and registration. We believe that this transition period will provide

registrants with sufficient time to prepare to submit these documents electronically in accordance with

the EDGAR Filer Manual, including providing paper filers who would be first-time EDGAR filers

adequate time to apply for access to file on EDGAR on behalf of their clients and/or apply for a filing

agent CIK in order to make electronic filings.

In response to the comment requesting a longer transition period to allow a firm to collect EDGAR

filing credentials from its Form 144 filing clients and to establish adequate new processes governing the

filing of the forms and the maintenance of EDGAR credentials, 65 we are adopting a longer transition

period than what we proposed for when filers will be required to file Forms 144 on EDGAR for sales of

securities of issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

Specifically, the requirement to file Form 144 electronically on EDGAR will commence six months

from the date of publication in the Federal Register of the Commission release that adopts the version of

the EDGAR Filer Manual addressing updates to Form 144. We currently expect that the Commission

See supra note 31.

would consider adoption of the relevant version of the EDGAR Filer Manual addressing updates to

Form 144 in September 2022, and publication in the Federal Register would occur thereafter. We

believe this extended transition period will provide sufficient time for broker-dealers to transition clients

for whom they prepare and submit Form 144 filings, including time for those clients who do not

currently have access to EDGAR to apply for EDGAR access.

We are providing Form 11-K filers a three-year transition period after the effective date of the

amendments in which to comply with the requirement to submit the financial statements and

accompanying notes to the financial statements required by Form 11-K in Inline XBRL. We believe that

a three-year transition period will provide employee stock purchase, savings and similar plans with

sufficient time to prepare for Inline XBRL submissions taking into account that such registrants are not

currently obligated to submit any information in XBRL or Inline XBRL. 66

III.

OTHER MATTERS

If any of the provisions of these rules, or the application thereof to any person or circumstance, is

held to be invalid, such invalidity shall not affect other provisions or application of such provisions to

other persons or circumstances that can be given effect without the invalid provision or application.

Pursuant to the Congressional Review Act, the Office of Information and Regulatory Affairs has

designated these rules not a “major rule,” as defined by 5 U.S.C. 804(2).

IV.

ECONOMIC ANALYSIS

A. Introduction

The Commission is adopting rule and form amendments to update filing requirements under the

EDGAR system. We are mindful of the costs imposed by, and the benefits obtained from, our rules and

In this regard, the three-year transition period is consistent with the transition times provided in other rules where

registrants would be newly obligated to tag financial information in Inline XBRL. See, e.g., Inline XBRL Filing of Tagged

Data, Securities Act Release No. 10514 (June 28, 2018) [83 FR 40846, 40847].

the amendments. 67 The discussion below addresses the potential economic effects of the amendments.

These effects include the likely benefits and costs of the amendments and reasonable alternatives

thereto, as well as any potential effects on efficiency, competition, and capital formation. We attempt to

quantify these economic effects whenever possible; however, due to data limitations, we are unable to

do so in many cases. For example, we are unable to quantify the value to the public of being able to

more quickly access a document on EDGAR compared to accessing it on paper. When we cannot

provide a quantitative assessment, we provide a qualitative discussion of the economic effects instead.

The Commission is adopting these rule and form amendments to facilitate the efficient submission of

documents to the Commission; to reduce burdens and inefficiencies associated with the filing,

dissemination, storage, and retrieval of non-electronic and paper submissions; to allow for quicker

public access to information; to improve the Commission’s ability to track and process such filings; and

to modernize the Commission’s records management processes.

The rule and form amendments would:

•

Mandate the electronic filing of several documents that are currently permitted electronic

submissions under Regulation S-T, including all filings on Form 6-K and filings made by

Development Banks;

•

Mandate that certain registrants electronically file their “glossy” annual report to security holders;

•

Mandate the electronic filing of the certification made pursuant to Section 12(d) of the Exchange

Act and Exchange Act Rule 12d1-3 that a security has been approved by an exchange for listing

and registration;

Section 2(b) of the Securities Act [15 U.S.C. 77b(b)] and Section 3(f) of the Exchange Act [15 U.S.C. 78c(f)] require us,

when engaging in rulemaking that requires us 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 will promote efficiency,

competition and capital formation. In addition, Section 23(a)(2) of the Exchange Act [15 U.S.C. 78w(a)(2)] requires us to

consider the effects on competition of any rules that the Commission adopts under the Exchange Act and 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.

•

Mandate the electronic filing of Form 144 and remove the requirement that an affiliate send one

copy of the Form 144 notice to the principal exchange, if any, on which the restricted securities

are admitted to trading.

•

Mandate the use of the Inline XBRL structured data language for annual financial statements and

schedules for employee benefit plans required by Form 11-K; and

•

Allow for the electronic submission format of certain foreign language documents and remove the

option to submit these documents in paper.

B. Economic Baseline

The economic baseline, from which we measure the likely economic effects of the amendments,

reflects current regulatory practice as it pertains to the method of submission to the Commission of

certain forms and documents that currently may be, but are not required to be, submitted to the

Commission via EDGAR.

Filers currently have the option to submit the following documents electronically via EDGAR:

Annual reports to security holders furnished for the information of the Commission; 68 notices of exempt

solicitation furnished for the information of the Commission pursuant to Exchange Act Rule 14a–6(g)

and notices of exempt preliminary roll-up communications furnished for the information of the

Commission pursuant to Exchange Act Rule 14a–6(n); annual reports for employee benefit plans on

Form 11–K; Form 144 for sales of securities of issuers subject to the reporting requirements of Section

13 or 15(d) of the Exchange Act; certain reports from Development Banks; reports or other documents

submitted by a foreign private issuer under cover of Form 6–K; documents filed with the Commission

pursuant to Section 33 of the Investment Company Act; and certifications made pursuant to Section

12(d) of the Exchange Act and Exchange Act Rule 12d1-3 that a security has been approved by an

exchange for listing and registration. In addition, annual reports for employee benefit plans on Form 11-

See supra note 12.

K currently are not required to be submitted using the Inline XBRL structured data language.

For certain forms with an electronic filing option via EDGAR, a large percentage of filers use that

option. Indeed, in Calendar Year (CY) 2021, the Commission received over 25,000 submissions

combined of the following documents: Form 6–K, notices of exempt solicitation furnished for the

information of the Commission pursuant to Rule 14a–6(g), and annual reports on Form 11–K. For

forms 6-K and 11-K, more than 99 percent of submissions were filed electronically on EDGAR, even

though filers had the option to submit these documents in non-electronic format. Likewise, in CY 2021

nearly all of the certifications filed by an exchange pursuant to Section 12(d) of the Exchange Act and

Exchange Act Rule 12d1-3, and all documents filed pursuant to Section 33 of the Investment Company

Act were submitted electronically on EDGAR, even though these documents could have been submitted

in non-electronic format.

In contrast, for two of the types of forms, a much smaller percentage of filers currently submit

electronically via EDGAR. In CY 2021, Development Banks electronically filed on EDGAR just 46

reports (34 percent). 69 In CY 2021 Form 144 filers electronically submitted 234 filings (0.8 percent) on

EDGAR. Similarly, only a minimal number of “glossy” annual reports to security holders were

submitted to the Commission in 2021; of those, very few were submitted electronically to the

Commission, and even fewer were filed in paper format. 70

Existing Commission rules permit Form 144 to be submitted either electronically via EDGAR or in

paper form only for forms reporting proposed sales of reporting issuers. In 2020, in response to

COVID-19 conditions, Commission staff announced a no-action position that temporarily affords Form

144 filers a third option to submit paper Form 144s via email. 71 In CY 2021, using a full year of data

Among the Development Banks, there were six unique filers.

See supra note 42.

See supra note 14

following the announcement, the Commission received 30,021 Form 144 submissions: 52.9 percent in

paper form, 46.3 percent electronically via email, and 0.8 percent electronically on EDGAR. Thus,

while when given the option, many paper filers have elected to submit their forms via email, very few

filers have opted to file Form 144 electronically on EDGAR. Figure 1 examines the lag between when

the Commission received a Form 144 filing and when it appeared in a commercial database, a proxy for

the speed of dissemination to the public, for 2019 and 2021. 72 More specifically, the figure displays

frequency counts of this dissemination lag (in days) for 2019 and 2021, before and after the

announcement that filers could submit Form 144 via email. After the Commission allowed Form 144 to

be submitted by email, the dissemination lag shortened (a leftward shift in the count distribution) by 1

day (16 percent) for the median submission, suggesting shifting away from the submission of paper

Form 144 submissions improves the speed of dissemination. Electronic filings on EDGAR would likely

further reduce the dissemination lag in Form 144 filings as they would be made public more quickly

relative to the processing of electronic PDFs by third-party data providers.

The chart does not include 2020 as financial market conditions and broader logistical difficulties surrounding COVID-19

pandemic may be a confounding factor for 2020 data. Furthermore, comparing a full year of data for 2021 relative to 2019

means that seasonality effects do not affect our estimates. In contrast, estimates that compare data before and after the

April 2020 Commission announcement that filers could submit Form 144 via email may be correlated with seasonality

effects.

Figure 1. 73

For Form 144 filers, it is our understanding that the majority of affected filers currently prepare and

file these forms individually or with the assistance of a broker or personal counsel. 74 As the majority of

Form 144 filings are currently paper or email filings, most filers would have to modify their processes

for submitting their Form 144 filings under the amendments. Based on past filings, we estimate that

approximately 12,250 filers would be required to switch to electronic filings on EDGAR. 75

Finally, for Commission staff, receiving and processing paper or email submissions is often more

time intensive than processing electronic submissions on EDGAR. When the Commission receives a

paper or email submission, the document usually requires several manual steps, involving staff in

various offices and divisions to process and retain the documents for recordkeeping purposes. As less

Based on Form 144 filings accessed via Thomson Reuters Insiders Data with the field “SEC Receipt” dated in 2019 or

2021.

See letter from Jesse Brill (dated Dec. 18, 2013), available at https://www.sec.gov/rules/petitions/2013/petn4-671.pdf; see

also letter dated Mar. 22, 2021 from the Securities Industry and Financial Markets Association.

These estimates assume that filers of Form 144 submissions in our data are not also affiliates of other issuers. Because we

lack data on the holdings of filers in securities of issuers other than those disclosed in the Form 144, we are unable to

identify any filers that are such affiliates.

than one percent of all Form 144 submissions per year are filed electronically on EDGAR, the amended

rules will likely increase significantly the volume of Form 144 filings made electronically on EDGAR

and thus will reduce staff processing time. 76

C. Economic Effects

This section discusses the benefits and costs of the rule and form amendments, as well as their

potential effects on efficiency, competition, and capital formation. Some of the amendments reflect

current practice, 77 so they will likely not have significant economic effects. In addition, where certain

benefits or costs of electronic filing apply to multiple amendments, we discuss those benefits or costs

together instead of repeating such discussion for each amendment.

We recognize that the potential costs and benefits of electronic filing are sensitive to various

assumptions, including the number of affected filers; the time burden of filing using EDGAR, including

the type and cost of staff used, if any; and printing and mailing costs incurred under current rules. The

economic effects on individual filers may vary across all filers depending on variables such as filer size,

number of filings submitted, existing filing practices (e.g., current reliance on electronic document

preparation; current experience with using EDGAR; use of in-house staff, brokers, or outside counsel for

filing; number, types, and cost of in-house staff involved in paper filing; actual hours and printing and

mailing costs required for paper filings). They may also vary depending on the amount of time required

for filers to be trained in the use of EDGAR and any required related processes, and the amount of time

to resolve any technical issues related to electronic filing on EDGAR.

1. Benefits

a. Electronic Submission of Form 6–K, Notices of Exempt Solicitation, Notices

of Exempt Preliminary Roll-up, Annual Reports on Form 11–K, Form 144,

A rate of change based on the current one percent EDGAR submission rate may slightly overestimate the changes in

volume. Further, based on the observed EDGAR filing behavior of affiliates who use an issuer’s existing access to

EDGAR, the number of new Form IDs required to be processed could be reduced, but would not otherwise affect the

increase in submission volume.

For example, certain amendments that would mandate electronic filings for specific documents, like listing certifications,

that are currently largely submitted electronically.

Development Bank Reports, Certifications of Approval of Exchange Listing,

and Certain Foreign Language Documents

Currently, filers have the option to electronically submit in EDGAR, among other things, documents

under cover of Form 6–K, notices of exempt solicitation furnished for the information of the

Commission pursuant to Exchange Act Rule 14a–6(g), notices of exempt preliminary roll-up

communications furnished for the information of the Commission pursuant to Exchange Act Rule 14a–

6(n), annual reports for employee benefit plans on Form 11–K, Form 144 for securities of reporting

issuers, periodic reports and reports with respect to distributions of primary obligations from

Development Banks, certifications made pursuant to Section 12(d) of the Exchange Act and Exchange

Act Rule 12d1-3 that a security has been approved by an exchange for listing and registration, and

documents filed with the Commission pursuant to Section 33 of the Investment Company Act. The

amendments would mandate the electronic submission in EDGAR of all of these documents to the

Commission. In addition, certain foreign language documents currently are filed in paper format, but

would be filed electronically under the amendments. There are several benefits to investors, filers, and

the Commission of electronic submissions in EDGAR, relative to current submission methods.

Electronic submissions on EDGAR will benefit the users of the information because the

submissions, whether on the Commission’s website or through third-party websites, are posted faster

compared to non-EDGAR submissions. Thus, the public may be able to find and review a filing more

quickly, as a result of the amendments, than they are able to access paper filings. In addition, the costs

associated with obtaining documents filed electronically on EDGAR will likely be reduced for those

investors who currently access paper documents via third-party entities.

To the extent that these documents inform investors’ decisions, this reduction in search costs may

allow investors to incorporate more information or make quicker decisions. 78 Further, the use of an

The format requirement for electronic filings on EDGAR under the amendments would be dictated by the EDGAR Filer

Manual, which allows for HTML or ASCII submissions subject to certain exceptions. See EDGAR Filer Manual (Volume

II) version 61 (Mar. 2022), at 2.1 and 5.2. For select submissions, the EDGAR Filer Manual accepts PDF format. See

online fillable form for Form 144 will benefit investors and other data users by standardizing the

inputted data into a structured, machine-readable custom XML format, making it easier to extract and

process that data.

Electronic filings on EDGAR also increase the likelihood that the Commission receives documents

promptly by limiting the possibility and risk of delay (e.g., a document getting lost in the mail). An

increase in the certainty and timeliness of submissions ensures that the EDGAR system accurately

reflects the status of submissions to the Commission.

In addition, after initial transition costs, if any, filers are expected to broadly benefit from the

amendments. Specifically, filers are expected to realize direct benefits in the form of reduced time

required to file forms electronically on EDGAR, compared to a paper filing, and avoid copying and

mailing expenses. For example, the use of a fillable Form 144 on EDGAR will enable the convenient

input of information and support the electronic assembly of such information and transmission to

EDGAR, without requiring a Form 144 filer to purchase or maintain additional software or technology,

thus minimizing compliance costs. This modification of the data format language of Form 144 would

also benefit data users by standardizing the inputted data into a structured, machine-readable custom

XML-based format data language specific to Form 144, thus making it easier to extract and process that

data.

Filers who make multiple submissions are likely to benefit the most. Electronic filing using EDGAR

will make the filing process more efficient and less costly for filers because it will assure timely receipt

of the filing (e.g., filers would have no reason to pay for premium services such as delivery

EDGAR Filer Manual (Volume II) version 61 (Mar. 2022), at 5.2.3. The revised EDGAR Filer Manual will include foreign

language documents and certifications that a security has been approved by an exchange for listing and registration among

the list of PDF submissions. The benefits and costs discussed in this section with respect to electronic filings instead of the

current paper or email submissions are those that we would expect to be realized from HTML, ASCII, or PDF submissions

on EDGAR. These benefits and costs substantially arise to the same extent regardless of whether the filer uses the ASCII,

HTML, or PDF format. All three formats are widely used, and none of them requires significant special expertise for their

preparation, submission, or intake.

confirmation). 79 Furthermore, electronic submissions allow filers to produce and submit documents

more easily during disruptive events— such as the COVID-19 pandemic —if their physical work

facilities are inaccessible.

Electronic submissions likewise increase efficiencies in record management and maintenance as well

as compliance with the Commission’s record keeping requirements as electronic submissions are easier

to store, access, search, and track. A reduction in search costs related to electronic submissions may

improve regulatory oversight.

Overall, for the documents currently submitted primarily electronically on EDGAR, the amendments

would likely only yield incremental benefits for investors, filers, and Commission staff and would likely

result in small aggregate economic effects. The aggregate economic effects would likely be greater with

respect to forms filed by Development Banks and Form 144, as fewer of those are currently filed on

EDGAR.

b. “Glossy” Annual Reports to Security Holders

The amendments also mandate that certain registrants electronically file their “glossy” annual reports

to security holders. This could result in several benefits for investors, filers, and the Commission.

First, the amendments would ensure that investors have long-term access to “glossy” annual reports

to security holders in a centralized location. Current rules do not require the preservation of these

reports in a centralized location. To the extent that registrants are currently posting these reports on their

websites consistent with the 2016 Staff Guidance, these registrants could remove these reports from their

firm websites after one year (e.g., at the registrant’s discretion or due to registrant failures, mergers,

etc.). If a registrant were to take its “glossy” annual report to security holders off its website, it could be

difficult and/or costly to obtain a copy (e.g., via a third-party entity) or impossible if no third-party has a

The amendments also benefit filers by avoiding uncertainty about how to comply with paper filing obligations in events

similar to the current COVID-19 pandemic.

saved copy. Under the amendments, documents would be freely available and centrally located on

EDGAR, and investors would incur only minimal search costs for these reports.

A glossy annual report repository on EDGAR will also benefit investors who may want to review

and analyze “glossy” annual reports to security holders in bulk. For these investors, a unified file format

for “glossy” annual reports to security holders in a centralized location (i.e., EDGAR) would create

opportunities for data processing relative to the baseline.

Further, we expect that this amendment would yield benefits to filers similar to those discussed

above with respect to electronic submissions on EDGAR. For example, some registrants will save on

print and delivery costs. Such cost savings are likely small, but any such benefits may accrue to

investors to the extent that these registrants allocate the savings to increase firm efficiency or return

capital to investors. In addition, the amended rules will ensure that investors and Commission staff are

able to access the “glossy” annual reports to security holders easily, including when navigating

disruptive events, such as COVID-19, when physical offices may be inaccessible.

c. Inline XBRL Requirement for Form 11-K

The amendments require filers to tag the financial statements and schedules required in annual

reports for employee benefit plans pursuant to Form 11-K using the Inline XBRL structured data

language. Currently, reports on Form 11-K that are filed electronically must be filed in HTML or

ASCII. 80

Requiring Form 11-K disclosures to be submitted in Inline XBRL could benefit those participating

in employee benefit plans by facilitating analysis of the plan’s annual financial disclosures over time and

relative to other plans. 81 Investors in the plans’ sponsoring companies may also benefit from structured

See Rules 101(b)(3) and 301 of Regulation S-T and the EDGAR Filer Manual (Volume II) version 61 (Mar. 2022), at 2.1

and 5.2.

Currently, operating company financial disclosures in certain periodic reports and registration statements are required to be

structured in XBRL or Inline XBRL, depending on the filing date. Research analyzing XBRL and Inline XBRL disclosures

have found informational benefits relative to unstructured disclosures. See, e.g., Steven F. Cahan, Seokjoo Chang, Wei Z.

Form 11-Ks, as structured data may reduce processing and search costs incurred by investors assessing

the employee benefit plans’ underlying assets and liabilities. In addition, requiring Form 11-K financial

disclosures to be submitted in Inline XBRL could enable the development of additional structured data

sets and tools to facilitate market analysis and better inform future policy decisions. 82

2. Costs

Requiring electronic submissions may result in costs to filers, including those associated with filing

a Form ID for the first time to obtain the access codes needed to submit an application on the

Commission’s EDGAR system. 83

With respect to documents that are mostly submitted electronically on EDGAR under current rules

(e.g., Form 6-K, Notices of Exempt Solicitation, Certifications of Approval of Exchange Listing), these

costs will likely be minimal. For documents that are not generally submitted electronically on EDGAR

under current rules but would be required to be electronically submitted on EDGAR under the amended

rules (e.g., Form 144 and “glossy” annual reports to security holders), registrants would incur additional

costs to upload such documents to EDGAR. 84

Siqueira, & Kinsun Tam, The roles of XBRL and processed XBRL in 10-K readability. 49 J. BUS. FIN. & ACCT. 33 (2021);

Nerissa C. Brown, Brian Gale, and Stephanie M. Grant, How Do Disclosure Repetition and Interactivity Influence

Investors’ Judgments? (working paper Dec. 15, 2021), available at https://ssrn.com/abstract=3557891 (retrieved from

SSRN Elsevier database); Jacqueline L Birt, Kala Muthusamy, and Poonam Bir, XBRL and the qualitative characteristics

of useful financial information, 30 ACCT. RESEARCH J. 107 (2017), available at

https://www.emerald.com/insight/publication/issn/1030-9616.

The Commission currently makes XBRL datasets for operating company financial statements and footnotes and mutual

fund risk/return summaries available on its website. See DERA Data Library, https://www.sec.gov/dera/data.

Filers can set up a Form ID by following the processes detailed in Volume I of the EDGAR Filer Manual. Once a Form ID

has been successfully completed and processed, EDGAR establishes a Central Index Key (“CIK”) number, which permits

each authorized user to create an EDGAR access code, enabling the filer to use EDGAR.

For purposes of the Paperwork Reduction Act (PRA), we estimate that the additional burden to submit an electronic copy

of the “glossy” annual report would be 2 internal burden hours per year. See Section V, infra.

For Form 144, we estimate that approximately 25 percent of Form 144 filers have already prepared a

Form ID and obtained a CIK number through other EDGAR filing obligations. 85 Therefore, we estimate

that at most 75 percent of Form 144 filers would need to file a Form ID as a result of the amendments. 86

We believe that such direct costs for these filers would be justified by the anticipated benefits from

eliminating paper filing of Form 144. Given that current EDGAR filers represent such a small

proportion of those who submit Form 144, our ability to generalize electronic filing behavior from this

group to the full population of filers may be of limited reliability. To the extent that such filers’

behavior may be similar, however, we estimate that up to one-third of affiliates submitting a Form 144

who do not currently access EDGAR may be able to use an issuer’s existing connection to EDGAR or

rely upon other support by issuers in meeting their Form 144 electronic filing obligations. These filers

likely will incur lower costs as a result of the amendments than filers who cannot or will not use an

issuer’s existing connection to EDGAR. We lack the data to quantify the difference in costs.

We do not expect that the requirement to file Form 144 in a structured, XML-based data language

specific to Form 144 (“custom XML,” here “Form 144-specific XML”) will impose any incremental

compliance costs on Form 144 filers, as these filers will have the option of entering their disclosures

directly into a fillable web form. The fillable web form will render into Form 144-specific XML in

EDGAR, rather than filing directly in Form 144-specific XML using the technical specifications

published on the Commission’s website. We expect that completing this XML-based fillable form will

Specifically, we observe that approximately 23 percent of calendar year 2019 Form 144 filers also submitted Form 4 filings

in EDGAR, while a remaining two percent without Form 4 filings in EDGAR submitted a miscellany of other forms

related to beneficial ownership.

This estimate represents an extreme upper bound because it assumes that each named individual who filed at least one

Form 144 in calendar year 2019 who is not currently associated with a unique CIK would need to file a Form ID. To the

extent that some Form 144 filers are affiliates of issuers who may use the issuer’s CIK to file via EDGAR, the estimate

likely overstates the required number of new Form IDs required and the burden hours associated with such applications.

not require any more time than completing the paper form or filing an HTML or ASCII document (as is

required for most other EDGAR forms). 87

One commenter 88 indicated that entities filing Form 144 on behalf of many clients may experience

an increase in costs as a result of the amendments. We believe such costs would be justified by the

benefits of mandated electronic Form 144 filing, including the reduction in costs for investors and other

market participants to retrieve these documents.

As noted above, there are over 7,400 registrants who would be required to file their “glossy” annual

reports to security holders electronically on EDGAR under the amendments. We expect that their costs

will be mitigated since these registrants are already electronically filing documents on EDGAR, such as

Form 10-K, 20-F, or 40-F. For filers submitting documents electronically to EDGAR for the first time,

any initial setup costs would likely be offset by lower ongoing, marginal costs over time.

Requiring Inline XBRL structuring of annual financial statements and schedules required by Form

11-K will result in additional compliance costs for filers relative to the current baseline, as filers will be

required to tag and review the required Form 11-K financial disclosures before filing them with the

Commission. 89 Various XBRL and Inline XBRL preparation solutions have been developed and used

by operating companies and open-end fund filers to fulfill their existing structuring requirements. In

The Commission’s EDGAR electronic filing system generally requires filers to use ASCII or HTML for their document

submissions, subject to certain exceptions. See EDGAR Filer Manual (Volume II) version 61 (Mar. 2022), at 5.1; 17 CFR

232.301 (incorporating EDGAR Filer Manual into Regulation S-T). See also 17 CFR 232.101 (setting forth the obligation

to file electronically on EDGAR).

See supra note31.

An AICPA survey of 1,032 reporting companies with $75 million or less in market capitalization in 2018 found an average

cost of $5,850 per year, a median cost of $2,500 per year, and a maximum cost of $51,500 per year for fully outsourced

XBRL creation and filing, representing a 45% decline in average cost and a 69% decline in median cost since 2014. See

Michael Cohn, AICPA sees 45% drop in XBRL costs for small companies, ACCT. TODAY, August 15, 2018, available at

https://www.accountingtoday.com/news/aicpa-sees-45-drop-in-xbrl-costs-for-small-reporting-companies (retrieved from

Factiva database). A NASDAQ survey of 151 listed issuers in 2018 found an average XBRL compliance cost of $20,000

per quarter, a median XBRL compliance cost of $7,500 per quarter, and a maximum XBRL compliance cost of $350,000

per quarter. See letter from Nasdaq, Inc. dated March 21, 2019 to the Request for Comment on Earnings Releases and

Quarterly Reports, Release No. 33-10588 (Dec. 18, 2018) [83 FR 65601]. For purposes of the Paperwork Reduction Act

(PRA), we estimate that the additional burden on 11-K filers to submit statements and schedules in Inline XBRL would be

approximately 65 hours of internal time and $7,500 for outside professional costs per year. See Section V, infra.

addition, some evidence suggests that, for operating companies, XBRL compliance costs have decreased

over time. 90

Further, while Form 11-Ks are filed by employee benefit plans, which are not currently subject to

other Inline XBRL filing requirements, the plans’ sponsoring companies (i.e., the employers) are subject

to Inline XBRL requirements for publicly filed annual and interim financial statements, among other

disclosures. 91 To the extent that a plan shares compliance systems with the sponsoring company, the

Inline XBRL compliance costs incurred may be somewhat mitigated.

The amendments could reduce revenue for market information aggregators who currently aggregate

Form 144 information from non-electronic fillings into databases and provide access to such databases

to various users of this data for a fee. The reduction in revenue could be mitigated by the lower cost of

retrieving information that is filed in an electronic format. Data aggregators could sell fewer

subscriptions to make the same profit or lower the fee that they charge which might make their services

continue to be attractive even with the electronic availability of the filings.

3. Efficiency, Competition, and Capital Formation

For forms largely already submitted on EDGAR, we expect the amendments to lead to minimal

changes in costs and have only incremental benefits. Therefore, the mandatory electronic filing on

EDGAR of these forms will likely only marginally affect efficiency, competition, or capital formation.

For other documents, such as Form 144, the amendments are expected to make the filing process more

efficient by making it easier and less costly for filers to assure timely receipt of the filing.

As previously noted, electronic filings on EDGAR will increase the timeliness or ease with which

the public can access the documents. Insofar as investors incorporate these documents into their

information sets, easier or quicker access could result in lower search costs or more efficient decision-

See id.

See Rules 405 and 406 of Regulation S-T and Items 601(b)(101) and 601(b)(104) of Regulation S-K.

making. To the extent that there is value-relevant information in these filings, prices may become more

efficient, which should help to facilitate capital formation (e.g., by enhancing valuation quality). These

benefits are potentially magnified during disruptive events, such as COVID-19, which can make it

difficult for registrants to make submissions in non-electronic form and thus impede timely access to

information. Moreover, as electronic filings often lead to lower ongoing, marginal costs for filers,

compared to, for example, paper filings, the filing process may become more efficient, especially over

the medium and longer term.

The amendments may, however, reduce some investors’ or market information aggregators’

competitive advantages. Particularly, market information aggregators whose present role includes

converting paper filings of Form 144 to an electronic information source may find that this service is

less attractive to data users due to those users’ ability to access these filings directly due to the rule

changes. These information aggregators’ loss of competitive advantage in converting paper filings of

Form 144 to an electronic information source may reduce their revenue and thus may affect their ability

to offer other ancillary services that are valuable to data users.

D. Reasonable Alternatives

In formulating the amendments, we considered requiring some, but not all, of the affected documents

to be filed electronically on EDGAR. This alternative would reduce the benefits, compared to the

amendments, but also would reduce the initial transition burden for filers that do not have other

electronic disclosure obligations on EDGAR. As discussed above, however, many of the filers of

affected documents already file these or other documents electronically on EDGAR. For Form 144, for

which most of the current filings are not made on EDGAR, the benefits of electronic filing on EDGAR

for both filers and investors, such as the speed of public dissemination, justify the costs. Further, any

setup costs for first time filers are at least partially offset by lower marginal costs.

Given the significant number of submissions via email in response to the temporary Form 144 staff

no-action position, we could have made this manner of filing a permanent option for Form 144 filers.

Such an alternative would allow filers to avoid the direct costs of transitioning to filing electronically

using EDGAR. Such an alternative, however, would result in filers incurring expenses in scanning the

forms and emailing them to the Commission. Additionally, filers would forgo potential direct benefits

in the form of reduced time required to file forms electronically. Such costs could be higher for filers

who make multiple submissions per year and for filings with multiple pages.

Data users might also incur higher costs under this alternative since the site used to access Form 144

email submissions, for example, is distinct from EDGAR. Specifically, under this alternative, a data

user interested in obtaining the information from all Form 144 filings pertaining to a given filer would

be required to search both EDGAR and the daily folders posted to the Form 144 website. 92

Furthermore, Form 144 data submitted via email submissions is not structured, therefore analysis that

would require aggregating data from multiple submissions would be more difficult or most costly to

perform.

As an alternative, we could have required Form 144 to be filed in Inline XBRL, which is designed

for business reporting and is both machine-readable and human-readable. Compared to the

amendments, the Inline XBRL alternative for Form 144 would have provided more sophisticated

validation, presentation, and reference features for filers and data users. However, the Inline XBRL

alternative would also have imposed initial implementation costs (e.g., learning how to prepare filings in

Inline XBRL, licensing Inline XBRL filing preparation software) upon filers that do not have prior

experience in structuring data in Inline XBRL. In contrast, because the amendments will allow filers to

submit Form 144 using an online fillable form, filers that lack experience structuring data in a custom

XML-based data language will not incur such implementation costs.

Paper filings submitted via email based on the staff’s no-action position are available at https://www.sec.gov/corpfin/form144-email

We also considered permitting registrants to post their “glossy” annual reports to security holders on

their websites in lieu of electronic submission consistent with the 2016 Staff Guidance. While this

alternative might reduce costs for registrants who currently post “glossy” annual reports to security

holders on their websites, we do not anticipate that the costs of submitting these reports on EDGAR

would be unduly burdensome for most filers. Further, this alternative would also reduce the benefits

compared to the amendment, because it would not offer market participants access to “glossy” annual

reports to security holders in a centralized location.

V. PAPERWORK REDUCTION ACT

A. Background

Certain provisions of our rules, schedules, and forms that will be affected by the amendments

contain “collection of information” requirements within the meaning of the Paperwork Reduction Act of

1995 (“PRA”). 93 The Commission is submitting the final amendments to the Office of Management

and Budget (“OMB”) for review in accordance with the PRA. 94 The titles for the collections of

information are:

•

Schedule 14A (OMB Control Number 3235-0059) 95

•

Schedule 14C (OMB Control Number 3235-0057) 96

•

Form 20-F (OMB Control Number 3232-0288) 97

44 U.S.C. 3501 et seq.

44 U.S.C. 3507(d); 5 CFR 1320.11.

As described below, our estimates for Schedule 14A and Schedule 14C take into account the burden that would be incurred

under the amendments to require electronic submission of the “glossy” annual report to security holders. Schedules 14A

and 14C require disclosure under Subpart 400 of Regulation S-K. This disclosure is often incorporated, in relevant part,

into Part III of a registrant’s Form 10-K and is provided as part of the “glossy” annual report to security holders.

Therefore, we have not separately calculated burden requirements for Form 10-K.

See id.

Forms 20-F and 40-F provide the disclosure requirements for the annual reports of foreign private issuers, which are

included in the “glossy” annual reports to security holders. Therefore, we have not separately calculated burden

requirements for Form 6-K.

•

Form 40-F (OMB Control Number 3235-0381)

•

Form 11-K (OMB Control Number 3235-0082)

•

Form ID (OMB Control Number 3235-0328) 98

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. Schedule 14A, Schedule 14C, Form 20-F,

Form 40-F, and Form 11-K were adopted under the Securities Act and the Exchange Act. The schedules

and forms set forth the disclosure requirements for periodic and current reports, proxy statements, and

information statements filed to help investors make informed investment and voting decisions. Form

ID, adopted under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, 99 and the

Investment Company Act of 1940, 100 is used by registrants, individuals, third party filers or their agents

to request access codes that permit the filing of documents on EDGAR in accordance with Rule 10 of

Regulation S-T. 101 The hours and costs associated with preparing, filing, and sending the schedules and

forms constitute reporting and cost burdens imposed by each collection of information.

A description of the final amendments, including the need for the information and its intended use,

as well as a description of the likely respondents, can be found in Section II above. A discussion of the

economic effects of the amendments can be found in Section IV above.

B. Summary of the Comment Letters and the Effect of the Final Amendments on

Existing Collections of Information

The paperwork implications of the changes to mandate electronic filing of Form 144 would be reflected in Form ID.

15 U.S.C. 77aaa et seq.

100

15 U.S.C. 80a et seq.

101

17 CFR 232.10(b).

As described in more detail above, we are adopting final amendments to update filing requirements

under our EDGAR system. The amendments would (1) mandate the electronic filing or submission of

the documents that are currently permitted electronic submissions under Regulation S-T; 102 (2) mandate

the electronic submission of the “glossy” annual report to security holders; (3) mandate the electronic

filing of the certification made pursuant to the Exchange Act and its rules that a security has been

approved by an exchange for listing and registration; (4) mandate the use of Inline XBRL for the filing

of the financial statements and accompanying notes to the financial statements required by Form 11-K;

and (5) provide for the electronic submission of certain foreign language documents.

The amendments do not change the nature or extent of any of the information that is currently

collected under Rule 101(b), the foreign language documents submitted under Rule 306 of Regulation ST, or the certifications filed under Exchange Act Rule 12d1-3. However, as discussed below, we expect

that the change to require an electronic format will result in certain changes in the information collection

burden of associated forms, schedules, reports, and applications. We did not receive any comment

letters regarding our PRA estimates related to these amendments from either the Updating EDGAR

Proposing Release or the Rule 144 Proposing Release.

C. Burden and Cost Estimates Related to the Amendments

Below we estimate the incremental change in internal burden and outside professional cost as a

result of the amendments. These estimates represent the average burden for all registrants, both large

and small. In deriving our estimates, we recognize that the burdens will likely vary among individual

registrants based on a number of factors, including the nature of their business. Except for Form ID, we

do not believe that the amendments will change the frequency of responses to the existing collections of

information; rather, we estimate that the amendments will change only the burden per response.

102

See supra Section II.A.

The burden estimates were calculated by multiplying the estimated number of responses by the

estimated average amount of time it would take a registrant to prepare and review the disclosures

required under the amendments. For purposes of the PRA, the burden is allocated between internal

burden hours and outside professional costs. The table below sets forth the percentage estimates the

Commission typically uses for the burden allocation for each form. We also estimate that the average

cost of retaining an outside professional is $400 per hour. 103

PRA Table 1: Standard Estimated Burden Allocation for Specified Forms and Schedules.

Form / Schedule / Other

Internal

Outside Professionals

Schedules 14A and 14C

75%

25%

Forms 20-F and 40-F

25%

75%

Form 11-K

Form ID

100% 104

100%

With respect to the electronic submission of the “glossy” annual report to security holders, we

estimate the amendments will impose a new burden that will be borne by all registrants required to

submit “glossy” annual reports to security holders to the Commission. We estimate that the

amendments will cause a registrant to incur an increase of 2 hours in the reporting burden for the annual

report to security holders. We anticipate that this time would be required to prepare, convert into the

required electronic format (currently PDF) if PDF is not already used for the report to security holders,

and review the “glossy” annual reports to security holders to be submitted electronically in accordance

with the EDGAR Filer Manual. This burden would be reflected in Schedules 14A and 14C and Forms

20-F and 40-F as follows:

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 $400 per hour. This

estimate is based on consultations with several registrants, law firms, and other entities that regularly assist registrants in

preparing and filing documents with the Commission.

103

While the current standard burden for Form 11-K is 100% internal, as noted below, in light of the nature of these

amendments, we estimate that the Form 11-K burden of the amendments will be allocated 75% to internal hours and 25% to

outside professional costs.

104

PRA Table 2: Estimated PRA Burdens for the Electronic Submission of the “Glossy” Annual Report

Schedule /Form

Estimated

Number of

Affected

Responses

(A)

Estimated

Incremental

Burden

Hours/Form

(B)

Total

Incremental

Burden

Hours (C)=

(A) x (B)

Estimated

Internal

Burden Hours

(D) = (C) x

(Allocation %)

Estimated

Outside

Professional

Hours (E) =

(Allocation %)

Estimated Outside

Professional

Costs/Affected

Responses (F) = (E)

x $400

Schedule

14A

6,369

12,738

9,553

3,185

$1,274,000

Schedule

14C

569

1,138

853

284

$113,600

Form 20-F

729

1,458

364

1093

$ 437,200

Form 40-F

132

264

198

$ 79,200

With respect to the amendment to require the submission of the financial statements in the Form 11K in Inline XBRL, we do not expect a change in the number of Forms 11-K submitted to the

Commission but we do expect an increase in the burden per form. The Commission previously

estimated that, per response, operating companies submitting financial information in Inline XBRL

required 54 burden hours of internal time to prepare the tagged data and incurred a cost $6,175 for

outside services. 105 The amendments would subject employee purchase plans, savings plans, and similar

plans to the same Inline XBRL reporting requirements. Therefore, we assume that these plans would

experience similar burden hours and costs as do operating companies. We have however increased that

burden estimate to account for the particular circumstances applicable to Form 11-K filers.

As new XBRL filers, we anticipate that Form 11-K filers would experience additional burdens

related to the one-time costs associated with becoming familiar with Inline XBRL reporting. These

costs would include, for example, the acquisition of new software or the services of consultants, and/or

105

See Inline XBRL Adopting Release, supra note 52.

the training of staff. 106 We also assume that these one-time costs would decline in the second and third

year of compliance with the amendments, as Form 11-K filers become more efficient at preparing

submissions using Inline XBRL. 107 We assume that the one-time cost would result in a 50%

incremental increase in the internal burdens and external costs of structuring the data in the financial

statements and accompanying footnotes of the financial statements to Form 11-K. 108 These additional

incremental costs would decline in the second and third years by 75% from the immediately preceding

year. 109 Accordingly, we estimate that the amendment to require Form 11-K filers to submit the

financial information in Inline XBRL would, for each filer, result in incremental PRA burdens of 11.81

hours of internal time and $1,350.78 in costs for outside professional services, in addition to the 54

hours and $6,175 in costs noted above. In aggregate, we estimate these burdens to be 70,153 110 and

$8,021,650, 111 respectively.

We anticipate that the mandated electronic filing of Form 144 with respect to securities issued by

issuers subject to Exchange Act reporting requirements will result in a number of filers using EDGAR to

file their Form 144 electronically who do not currently do so. Filers who have not previously filed

Until now, the burden associated with the preparation of Form 11-K has been borne entirely by filers. In other words,

registrants have not needed to retain outside professional services to prepare the submission. With the Inline XBRL

tagging requirements under the amendments, we anticipate that registrants may retain outside professional services in order

to tag the financial statements and accompanying notes to the financial statements properly. Accordingly, we are

estimating increases for both burden hours and outside professional costs.

106

We also expect filers to benefit from access to an established vendor community experienced in applying Inline XBRL

tagging to Commission filings.

107

We estimate, for the Form 11-K financial information Inline XBRL requirement, that in the first year the one-time cost

would be an additional 27 hours (54 x 0.5) and $3,087.5 in external costs ($6,175 x 0.5).

108

We estimate that for the second year the additional one-time hour burden and cost of the Form 11-K financial information

XBRL requirement would be 6.75 hours (27 hours - (27 x 0.75 = 20.25 hours)) and $771.87 ($3,087.5 – ($3,087.5 x 0.75 =

$2,315.63)). For the third year, we estimate that these hour burdens and costs would be 1.69 hours (6.75 hours – (6.75 x

0.75 = 5.06 hours)) and $192.97 ($771.87 – ($771.87 x 0.75 = $578.90)). Thus the three year average of the additional

incremental burden of the Form 11-K financial information XBRL requirement would be (27 + 6.75 +1.69)/3 = 11.81

hours of internal in-house time, and ($3,087.5 + $771.87 + $192.97)/3 = $1,350.78 in external costs.

109

This estimate was calculated by adding the estimated XBRL hour burden for operating companies (54 hrs) plus the

average additional incremental hour burden for Form 11-K filers (11.81), then multiplying the sum by the estimated

number of Form 11-K filers (1,066), or (54 + 11.81) x 1,066 = 70,153.

110

This estimate was calculated by adding the estimated XBRL cost burden for operating companies ($6,175) plus the

average additional incremental cost burden for Form 11-K filers ($1,350), then multiplying the sum by the estimated

number of Form 11-K filers (1,066), or ($6,175 + $1,350) x 1,066 = $8,021,650.

111

electronically on EDGAR must apply for access to file on EDGAR on Form ID. As the majority of

Form 144 filings currently are paper or email filings, most filers would have to modify their processes

for submitting their Form 144 filings. Based on past filings, we estimate that approximately 12,250

filers will be required to switch from paper filings to electronic filing of their Form 144. 112

Of those 12,250 filers, however, we estimate that 25 percent have already filed a Form ID through

other EDGAR filing obligations. 113 A filer must apply for access to file on EDGAR on Form ID.

Accordingly, approximately 75 percent of Form 144 filers (9,188 filers 114) would need to file a Form ID

for the first time as a result of the amendment to mandate the electronic filing of Form 144. In addition,

there are currently two Development Banks that have not previously made an electronic filing on

EDGAR that would also be required as a result of the amendments to file a Form ID to obtain the access

codes that are required to file or submit a document on EDGAR.

We estimate that respondents require 0.15 hours to complete the Form ID and, for purposes of the

PRA, that 100 percent of the burden of preparation for Form ID is carried by the respondent internally.

Therefore, we estimate that this amendment will result in an incremental increase of 1,378.50 annual

burden hours for Form ID. 115

The tables below illustrate the estimated incremental change to the total annual compliance burden

of the affected forms, in hours and in costs, as a result of the amendments.

PRA Table 3: Incremental Paperwork Burden under the Amendment:

112

These estimates assume that filers of Form 144 submissions in our data are not also affiliates of other issuers. Because we

lack data on the holdings of filers in securities of issuers other than those disclosed in the Form 144, we are unable to

identify any filers that are such affiliates.

113

Specifically, we observe that approximately 23 percent of calendar year 2019 Form 144 filers also submitted Form 4

filings in EDGAR, while a remaining two percent without Form 4 filings in EDGAR submitted a miscellany of other

forms in EDGAR related to beneficial ownership.

114

12,250 x 0.75 = 9,187.5. This estimate represents an extreme upper bound because it assumes that each named individual

who filed at least one Form 144 in calendar year 2019 who is not currently associated with a unique CIK would need to

file a Form ID. To the extent that some Form 144 filers are affiliates of issuers who may use the issuer’s CIK to file via

EDGAR, the estimate likely overstates the required number of new Form IDs required and the burden hours associated

with such applications.

115

9,190 x 0.15 = 1,378.5.

Current

Annual

Responses

(A)

Current

Burden

Hours

(B)

Current Cost

Burden

(C)

Proposed

Change in

Annual

Responses

(D)

Proposed

Change in

Burden

Hours

(E)

Proposed

Change in

Professional

Costs

(F)

Proposed

Annual

Affected

Responses

(G)= (A) +

(D)

Proposed

Burden

Cost

Hours for

Burdenfor

Affected

Response

Responses

(H) = (B)+(E) (I)= C)+(F)

Schedule 6,369

14A

Schedule 569

14C

Form 20-F 729

777,590

103,678,712

9,574

$1,276,592

6,369

787,164

$104,465,376

56,356

7,514,944

832

$111,008

569

57,188

$7,625,952

479,261

576,824,025

364

$437,400

729

479,625

$577,261,425

Form 40-F 132

Form 11-K 1,302

14,237

17,084,560

$79,200

132

14,303

$17,163,760

39,060

(236)

70,153

$8,021,650

1,066

109,213

$8,021,650

Form ID

8,652

9,190

1,379

66,871

10,030

57,681

1. We note that the decrease in responses on Form 11-K reflects the actual number of Forms received in 2020.

This decrease is not the result of the amendments which we do not expect to affect the number of responses

submitted on Form 11-K.

VI.

FINAL REGULATORY FLEXIBILITY ACT ANALYSIS

The Regulatory Flexibility Act (“RFA”) 116 requires the Commission, in promulgating rules under

Section 553 of the Administrative Procedure Act, 117 to consider the impact of those rules on small

entities. We have prepared this Final Regulatory Flexibility Act Analysis (“FRFA”) in accordance with

Section 604 of the RFA. 118 An initial Regulatory Flexibility Analysis (“IRFA”) was prepared in

accordance with the RFA and was included in the Proposing Release. This FRFA relates to the

amendments to the rules and forms described in Section II above.

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

The main purpose of the amendments is to facilitate more efficient transmission, dissemination,

analysis, storage and retrieval of documents that are currently filed in paper. In addition, the

amendments are intended to improve investors’ and other EDGAR users’ access to the information in

these documents.

116

5 U.S.C. 601 et seq.

117

5 U.S.C. 553.

118

5 U.S.C. 604.

The need for, and objectives of, the amendments are discussed in more detail in Section II above.

We discuss the economic impact, including the estimated compliance costs and burdens, of the

amendments in Sections IV and V above.

B. Small Entities Subject to the Final Amendments

The final amendments will affect some registrants that are small entities. The Regulatory

Flexibility Act defines “small entity” to mean “small business,” “small organization,” or “small

governmental jurisdiction.” 119 For purposes of the Regulatory Flexibility Act, under our rules, a

registrant, 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 that does not exceed $5 million. 120 An investment

company, including a business development company, 121 is considered to be a “small business” 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. 122

We estimate that there are 979 issuers that file with the Commission, other than investment

companies, that may be considered small entities. 123 In addition, we estimate that, as of April, 2022,

there are approximately 80 investment companies, including 12 business development companies,

which would be subject to the proposed amendments that may be considered small entities. 124

119

5 U.S.C. 601(6).

120

See 17 CFR 240.0-10(a).

121

Business development companies are a category of closed-end investment company that are not registered under the

Investment Company Act [15 U.S.C. 80a-2(a)(48) and 80a-53-64].

122

See 17 CFR 240.0-10(a).

123

This estimate is based on staff analysis of issuers, excluding co-registrants, subsidiaries, or asset-backed issuers, with

EDGAR filings of Forms 10-K, 20-F, and 40-F, or amendments to these forms, filed during the calendar year of January

1, 2020, to December 31, 2020 or filed by September 1, 2020 that, if timely filed by the applicable deadline, would have

been filed between January 1 and December 31, 2021. Analysis is based on data from XBRL filings, Compustat, and Ives

Group Audit Analytics and manual review of filings submitted to the Commission.

124

See 15 U.S.C. 80a et seq. The estimate is based upon staff analysis of issuers as of December 2021 that have aggregate

net assets under $50 million and whose adviser/sponsor is not affiliated with a larger organization (as defined by Rule 010 of the Investment Company Act). It includes registrants that are delinquent or have begun the deregistration process

and may include new funds that have not filed their first statement with financials.

C. Significant Issues Raised by Public Comments

In the Proposing Release, we requested comment on all aspects of the IRFA, including the number

of small entities that would be affected by the Proposed Rules, the existence or nature of the potential

impact of the proposals on small entities discussed in the analysis, and how to quantify the impact of the

Proposed Rules. We did not receive any comments specifically addressing the IRFA. We received a

number of comments on other aspects of the Proposed Rules 125 and considered those comments in

developing the FRFA.

D. Projected Reporting, Recordkeeping, and Other Compliance Requirements

As noted in Section IV.C., the amendments will not substantively affect the filings currently made

under Rules 101(b)(2), (5), (6), or (9) or the foreign language documents submitted under Rule 306.

Therefore, the reporting or compliance burdens associated with associated forms, schedules, reports, and

applications for small entities will remain unchanged under these amendments.

The amendments will however impose new submission obligations on certain registrants. In

particular, the amendments mandate the electronic submission of the “glossy” annual report to security

holders and the electronic submission in Inline XBRL format of the financial statements and

accompanying notes required by Form 11-K. In addition, to the extent that a filer has not previously filed

documents on EDGAR electronically, registrants who previously filed or submitted in paper format

under Rule 101(b) would need to apply for access to file on EDGAR on Form ID.

Additionally, the amendments would mandate electronic filing of Form 144 with respect to securities

issued by companies subject to Exchange Act reporting requirements. We anticipate that this amendment

would cause a number of filers, including small entities, using EDGAR to file their Form 144 electronically

who do not currently do so, thereby modestly increasing their compliance obligations.

125

See supra Section II.

Section II discusses the amendments in detail. Sections IV and V discuss the economic impact,

including the estimated costs and benefits, of the amendments to all affected entities. Compliance with

certain provisions of the amendments may require the use of professional skills, including legal and

technical skills.

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 effect on small entities. Accordingly, 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 for small entities

under our rules as revised by the amendments;

•

Using performance rather than design standards; and

•

Exempting small entities from coverage of all or part of the amendments.

Partially or completely exempting small entities from the electronic filing requirements would

undermine our stated objective of facilitating more efficient transmission, dissemination, analysis,

storage and retrieval of documents that are currently filed in paper, and we expect any increased burden

associated with most of the proposed amendments to be small. With respect to the amendments to

mandate the electronic submission of “glossy” annual reports to security holders and the proposed

amendments to mandate the use of Inline XBRL for the filing of financial statements and accompanying

notes to the financial statements required by Form 11-K, we are providing six-month and three-year

transition periods, respectively, for all registrants, including small entities.

We believe these transition periods will provide adequate time for all filers to prepare for and

manage the burdens associated with these new obligations. Moreover, to the extent that the amendments

increase the ease and efficiency with which certain documents can be submitted to the Commission, they

should benefit all filers, including small entities. In this regard, it appears that few filers currently take

advantage of paper filing options under our current rules. For these reasons, we do not believe that it is

necessary to establish different compliance timetables or reporting requirements for small entities or to

clarify, consolidate or simplify the requirements.

The amendments use design rather than performance standards in order to promote uniform filing

requirements for all registrants.

VII.

STATUTORY AUTHORITY

The amendments contained in this document are being adopted under the authority set forth in

Sections 6, 7, 8, 10 and 19(a) of the Securities Act, Sections 3, 12, 13, 14, 15(d), 16, 23(a) and 35A of the

Exchange Act, and Sections 10 and 38 of the Investment Company Act.

List of Subjects in 17 CFR Parts 230, 232, 239, 240 and 249

Reporting and recordkeeping requirements, Securities.

For the reasons set out in the preamble, the Commission proposes to amend title 17, chapter II of the

Code of Federal Regulations as follows:

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

1. The general authority citation for part 230 continues to read as follows:

Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c,

78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted.

*****

2. Amend §230.144 by:

a. Revising paragraph (h)(1);

b. Redesignating paragraph (h)(2) as (h)(3); and

b. Adding a new paragraph (h)(2).

The revisions and additions to read as follows:

§ 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters.

*****

(h) Notice of proposed sale. (1) Reporting issuers. If the issuer is, and has been for a period of at

least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the

Exchange Act and the amount of securities to be sold in reliance upon this rule during any period of three

months exceeds 5,000 shares or other units or has an aggregate sale price in excess of $50,000, a notice on

Form 144 (§ 239.144 of this chapter) shall be filed electronically with the Commission.

(2) Non-reporting issuers. If the issuer is not subject to the reporting requirements of section 13 or

15(d) of the Exchange Act, and the amount of securities to be sold in reliance upon this rule during any

period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of

$50,000, three copies of a notice on Form 144 (§ 239.144 of this chapter) shall be filed with the

Commission.

*****

3. Amend §230.158 by revising paragraph (b)(2) to read as follows:

§230.158 Definitions of certain terms in the last paragraph of section 11(a).

*****

(b) * * *

(2) Has filed its report or reports on Form 10-K, Form 10-Q, Form 8-K, Form 20-F, Form 40-F, or

Form 6-K, or has submitted to the Commission in electronic format, in accordance with the EDGAR

Filer Manual, its annual report sent to security holders pursuant to Rule 14a-3(c) (§ 240.14a-3(c) of this

chapter) containing such information. A registrant may use other methods to make an earning statement

“generally available to its security holders” for purposes of the last paragraph of section 11(a).

*****

PART 232 — REGULATION S-T — GENERAL RULES AND REGULATIONS FOR

ELECTRONIC FILINGS

4. The general authority citation for part 232 continues to read in part 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, 7201 et seq.; and 18 U.S.C. 1350, unless

otherwise noted.

*****

5. Amend §232.101 by:

a. Revising paragraphs (a)(1)(i) and (iii);

b. Removing the word “and” at the end of paragraph (a)(1)(xix);

c. Adding and reserving paragraphs (a)(1)(xxii) through (xxx);

d. Removing and reserving paragraphs (b)(1) through (6), and (9);

e. Revising the paragraph (c) heading and introductory text; and

f. Removing and reserving paragraphs (c)(6) and (8).

The revisions and additions to read as follows:

§232.101 Mandated electronic submissions and exceptions.

(a) * * *

(1) * * *

(i) Registration statements and prospectuses filed pursuant to the Securities Act (15 U.S.C. 77a, et

seq.) or registration statements filed pursuant to Section 12(b) or 12(g) of the Exchange Act (15 U.S.C.

78l(b) or (g)), and certifications that a security has been approved by an exchange for listing and

registration filed pursuant to Section 12(d) of the Exchange Act (15 U.S.C. 78l(d)) and §240.12d1-3 of

this chapter (Rule 12d1-3) under the Exchange Act. The certification that a security has been approved

by an exchange for listing and registration must be made on EDGAR in the electronic format required by

the EDGAR Filer Manual, as defined in §232.11 of this chapter (Rule 11 of Regulation S-T).

Notwithstanding §232.104 of this chapter (Rule 104 of Regulation S-T), the certification filed under this

paragraph will be considered as officially filed with the Commission;

*****

(iii) Statements, reports and schedules filed with the Commission pursuant to sections 13, 14,

15(d) or 16(a) of the Exchange Act (15 U.S.C. 78m, 78n, 78o(d), 78p(a)), and proxy materials required

to be furnished for the information of the Commission pursuant to Rules 14a-3 and 14c-3 or in

connection with annual reports on Form 10-K (§ 249.310 of this chapter) filed pursuant to section 15(d)

of the Exchange Act;

NOTE 1 to paragraph (a)(1)(iii). Electronic filers filing Schedules 13D and 13G with respect to

foreign private issuers should include in the submission header all zeroes (i.e., 00–0000000) for the IRS

tax identification number because the EDGAR system requires an IRS number tag to be inserted for the

subject company as a prerequisite to acceptance of the filing.

NOTE 2 to paragraph (a)(1)(iii). Foreign private issuers must file or submit their Form 6-K

reports (§249.306 of this chapter) in electronic format.

*****

(xxii) [Reserved]

(xxiii) [Reserved]

(xxiv) Annual reports to security holders furnished for the information of the Commission under

§240.14a-3(c) of this chapter or §240.14c-3(b) of this chapter, under the requirements of Form 10-K

(§249.310 of this chapter) filed by registrants under Exchange Act Section 15(d) (15 U.S.C. 78o(d)), or

by foreign private issuers filed on Form 6-K (§249.306 of this chapter) under §240.13a-16 of this

chapter or §240.15d-16 of this chapter;

(xxv) Notices of exempt solicitation furnished for the information of the Commission pursuant to

Rule 14a-6(g) (§240.14a-6(g) of this chapter) and notices of exempt preliminary roll-up communications

furnished for the information of the Commission pursuant to §240.14a-6(n) of this chapter (Rule 14a6(n));

(xxvi) Form 11-K (§249.311 of this chapter);

(xxvii) Form 144 (§ 239.144 of this chapter), where the issuer of the securities is subject to the

reporting requirements of Section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d),

respectively);

(xxviii) Periodic reports and reports with respect to distributions of primary obligations filed by:

(A) The International Bank for Reconstruction and Development under Section 15(a) of the

Bretton Woods Agreements Act (22 U.S.C. 286k-1(a)) and part 285 of this chapter;

(B) The Inter-American Development Bank under Section 11(a) of the Inter-American

Development Bank Act (22 U.S.C. 283h(a)) and part 286 of this chapter;

U.S.C. 285h(a)) and part 287 of this chapter;

(D) The African Development Bank under Section 9(a) of the African Development Bank Act

(22 U.S.C. 290i-9(a)) and part 288 of this chapter;

(E) The International Finance Corporation under Section 13(a) of the International Finance

Corporation Act (22 U.S.C. 282k(a)) and part 289 of this chapter; and

(F) The European Bank for Reconstruction and Development under Section 9(a) of the European

Bank for Reconstruction and Development Act (22 U.S.C. 290l-7(a)) and part 290 of this chapter;

(xxix) A report or other document submitted by a foreign private issuer under cover of Form 6-K

(§249.306 of this chapter) that the issuer must furnish and make public under the laws of the jurisdiction

in which the issuer is incorporated, domiciled or legally organized (the foreign private issuer’s “home

country”), or under the rules of the home country exchange on which the issuer’s securities are traded,

as long as the report or other document is not a press release, is not required to be and has not been

distributed to the issuer’s security holders, and, if discussing a material event, has already been the

subject of a Form 6-K or other Commission filing or submission on EDGAR; and

(xxx) Documents filed with the Commission pursuant to section 33 of the Investment Company

Act (15 U.S.C. 80a-32).

*****

specified in paragraph (d) of this section, the following shall not be submitted in electronic format on

EDGAR:

*****

6. Amend §232.306 by revising the first sentence of paragraph (a) and paragraphs (b) and (c) to

read as follows:

§232.306 Foreign language documents and symbols.

(a) All electronic filings and submissions must be in the English language, except as otherwise

provided by paragraphs (b) through (d) of this section. * * *

(b) When including an English summary or English translation of a foreign language document

in an electronic filing or submission, a party may also submit a copy of the unabridged foreign language

document with the filing in the electronic format required by the EDGAR Filer Manual. A filer must

provide a copy of any foreign language document upon the request of Commission staff.

English translation, if available, of its latest annual budget as presented to its legislative body, as Exhibit

B to Form 18 (§249.218 of this chapter) or Exhibit (c) to Form 18-K (§249.318 of this chapter). If no

English translation is available, a foreign government or political subdivision must submit a copy of the

foreign language version of its latest annual budget with the filing in the electronic format required by

the EDGAR Filer Manual.

*****

7. Amend §232.311 by:

a. Revising paragraphs (b) and (c); and

b. Removing and reserving paragraphs (d) through (f).

The revisions to read as follows:

§232.311 Documents submitted in paper under cover of Form SE.

*****

(b) The Form SE shall be submitted in the following manner:

(1) If the subject of a temporary hardship exemption is an exhibit only, the filer must file the

exhibit and a Form TH (§§239.65, 249.447, 269.1, and 274.404 of this chapter) under cover of Form SE

(§§239.64, 249.444, 269.8, and 274.403 of this chapter) no later than one business day after the date the

exhibit was to be filed electronically.

(2) An exhibit filed pursuant to a continuing hardship exemption may be filed up to six business

days prior to, or on the date of filing of, the electronic format document to which it relates but shall not

be filed after such filing date. If a paper document is submitted in this manner, requirements that the

document be filed with, provided with or accompany the electronic filing shall be satisfied.

Commission shall not be affected by this section.

*****

8. Amend §232.405 by:

a. Revising the introductory text and paragraphs (a)(2) and (4);

b. Revising paragraph (b)(1)(ii);

c. Revising paragraph (c) introductory text and paragraph (e) introductory text; and

d. Revising Note 1 to §232.405.

The revisions and additions to read as follows:

§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 (§249.311),

paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of

Form F-10 (§239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20-F

(§249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40-F (§249.240f of

this chapter), paragraph C.(6) of the General Instructions to Form 6-K (§249.306 of this chapter), and

General Instruction C.3.(g) of Form N-1A (§§239.15A and 274.11A of this chapter), General Instruction

I of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h) of Form N-3 (§§

239.17a and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4 (§§ 239.17b and 274.11c

of this chapter), General Instruction C.3.(h) of Form N-6 (§§ 239.17c and 274.11d of this chapter), and

General Instruction C.4 of Form N-CSR (§§ 249.331 and 274.128 of this chapter) specify when

electronic filers are required or permitted to submit an Interactive Data File (§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 (§232.11).

(a) * * *

(2) Be submitted only by an electronic filer either required or permitted to submit an Interactive

Data File as specified by § 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),

General Instruction F of Form 11-K (§249.311), paragraph (101) of Part II - Information Not Required

to be Delivered to Offerees or Purchasers of Form F-10 (§ 239.40 of this chapter), paragraph 101 of the

Instructions as to Exhibits of Form 20-F (§ 249.220f of this chapter), paragraph B.(15) of the General

Instructions to Form 40-F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to

Form 6-K (§ 249.306 of this chapter), General Instruction C.3.(g) of Form N-1A (§§ 239.15A and

274.11A of this chapter), General Instruction I of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter),

General Instruction C.3.(h) of Form N-3 (§§ 239.17a and 274.11b of this chapter), General Instruction

C.3.(h) of Form N-4 (§§ 239.17b and 274.11c of this chapter), General Instruction C.3.(h) of Form N-6

(§§ 239.17c and 274.11d of this chapter), or General Instruction C.4 of Form N-CSR (§§ 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 (§ 229.601(b)(101) of this chapter), General Instruction F of Form 11-K

(§ 249.311 of this chapter), paragraph (101) of Part II - Information Not Required to be Delivered to

Offerees or Purchasers of Form F-10 (§ 239.40 of this chapter), paragraph 101 of the Instructions as to

Exhibits of Form 20-F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form

40-F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6-K (§ 249.306 of

this chapter), General Instruction C.3.(g) of Form N-1A (§§ 239.15A and 274.11A of this chapter),

General Instruction I of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h)

of Form N-3 (§§ 239.17a and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4 (§§

239.17b and 274.11c of this chapter), General Instruction C.3.(h) of Form N-6 (§§ 239.17c and 274.11d

of this chapter); or General Instruction C.4 of Form N-CSR (§§ 249.331 and 274.128 of this chapter).

*****

(b) * * *

(1) * * *

(ii) As applicable, all schedules set forth in Article 6A of Regulation S-X (§§ 210.6A-01 210.6A-05) and Article 12 of Regulation S-X (§§ 210.12-01 - 210.12-29), and all schedules prepared by

plans in accordance with the financial reporting requirements of the Employee Retirement Income

Security Act of 1974 (29 U.S.C. 1001 et seq.) and filed with the Commission on Form 11-K (§ 249.311).

*****

except as modified by paragraph (d) or (e) of this section, as applicable, with respect to the

corresponding data in the Related Official Filing consisting of footnotes to financial statements or

financial statement schedules as set forth in Article 6A of Regulation S-X , Article 12 of Regulation S-X

or the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (29

U.S.C. 1001 et seq.), as applicable:

*****

(e) Format - Schedules - Generally. The part of the Interactive Data File for which the

corresponding data in the Related Official Filing consists of financial statement schedules as set forth in

17 CFR 210.6A-01 through 210.6A-05) (Article 6A of Regulation S-X), §§ 210.12-01 through 210.1229 of this chapter (Article 12 of Regulation S-X), or the financial reporting requirements of the

Employee Retirement Income Security Act of 1974 (29 U.S.C. 1001 et seq.), as applicable, must comply

with the requirements of paragraphs (c)(1) and (2) of this section, as modified by this paragraph (e).

Such financial statement schedules must be tagged as follows:

*****

Note 1 to § 232.405: Section 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation SK) 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 § 239.11 of this chapter (Form

S-1), § 239.13 of this chapter (Form S-3), § 239.25 of this chapter (Form S-4), § 239.18 of this chapter

(Form S-11), § 239.31 of this chapter (Form F-1), § 239.33 of this chapter (Form F-3), § 239.34 of this

chapter (Form F-4), § 249.310 of this chapter (Form 10-K), § 249.308a of this chapter (Form 10-Q), and

§ 249.308 of this chapter (Form 8-K). General Instruction F of § 249.311 of this chapter (Form 11-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 Form 11-K. Paragraph (101)

of Part II - Information not Required to be Delivered to Offerees or Purchasers of § 239.40 of this

chapter (Form F-10) 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 § 249.220f of this chapter (Form 20-F) 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 § 249.240f of this chapter (Form 40-F) and Paragraph C.(6) of the General Instructions to

§ 249.306 of this chapter (Form 6-K) 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 §

249.240f of this chapter (Form 40-F) and § 249.306 of this chapter (Form 6-K). Section 229.601(b)(101)

(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 17 CFR 210.6-01 through 210.6-10 (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 (§§ 239.15A and 274.11A of this chapter), General

Instruction I of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter), General Instruction C.3.(h) of Form

N-3 (§§ 239.17a and 274.11b of this chapter), General Instruction C.3.(h) of Form N-4 (§§ 239.17b and

274.11c of this chapter), General Instruction C.3.(h) of Form N-6 (§§ 239.17c and 274.11d of this

chapter), and General Instruction C.4 of Form N-CSR (§§ 249.331 and 274.128 of this chapter), as

applicable, specifies the circumstances under which an Interactive Data File must be submitted.

PART 239 — FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

9. The authority citation for part 239 continues to read in part 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.

*****

Sections 239.63 and 239.64 are also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b),

78l, 78m, 78n, 78o(d), 78w(a), 80a-8, 80a-24, 80a-29, and 80a-37.

10. Amend Form F-10 (referenced in §239.40) by revising General Instruction II.L to read as

follows:

Note: The text of Form F-10 does not, and this amendment will not, appear in the Code of Federal

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

*****

GENERAL INSTRUCTIONS

*****

II. * * *

L. Where the offering registered on this Form is being made pursuant to the home jurisdiction's shelf

prospectus offering procedures or procedures for pricing offerings after the final receipt has been issued,

each supplement to, or supplemented version of, the home jurisdiction disclosure document(s) prepared

under such procedures shall be filed with the Commission in electronic format via the EDGAR system

within one business day after such supplement or supplemented version is filed with the principal

jurisdiction. Such filings shall be deemed not to constitute amendments to this registration statement.

Each such filing shall contain in the upper right hand corner of the cover page the following legend,

which may be set forth in longhand if legible: "Filed pursuant to General Instruction II.L. of Form F-10;

File No. 33-[insert number of the registration statement]."

Note: Offerings registered on this Form, whether or not made contemporaneously in Canada, may be

made pursuant to National Policy Statement No. 44 shelf prospectus offering procedures and procedures

for pricing offerings after the final receipt has been issued. Rules 415 and 430A under the Securities Act

are not available for offerings registered on this Form.

*****

11. Amend Form F-X (referenced in §239.42) by:

a. Revising the introductory text to General Instruction II;

b. Removing General Instruction II.B.(2) and the corresponding Note on the cover page; and

c. Redesignating General Instruction II.B.(3) as General Instruction II.B.(2).

The revisions to read as follows:

Note: The text of Form F-X does not, and this amendment will not, appear in the Code of Federal

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-X

APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

*****

GENERAL INSTRUCTIONS

*****

II. A filer must file the Form F-X in electronic format via the Commission’s Electronic Data Gathering,

Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in Regulation

S-T (17 CFR part 232). For assistance with EDGAR issues, please consult the EDGAR – Information

for Filers webpage on SEC.gov.

*****

12. Amend Form SE (referenced in §§239.64, 249.444, 269.8, and 274.403) by:

a. On the cover page removing the text “___ Rule 311 (Permitted Paper Exhibit)”;

b. Revising paragraph 1.A of the General Instructions; and

c. Revising the first sentence of paragraph 3.B of the General Instructions.

The revisions to read as follows:

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

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SE

FORM FOR SUBMISSION OF PAPER FORMAT EXHIBITS

BY EDGAR ELECTRONIC FILERS

*****

FORM SE GENERAL INSTRUCTIONS

1. * * *

A. Electronic filers must use this form to submit any paper format exhibit under the Securities Act of

1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, or the Investment Company

Act of 1940, provided that the submission of such exhibit in paper is permitted under Rule 201 or 202 of

Regulation S-T (§§232.201 or 232.202 of this chapter).

*****

3. * * *

B. If you are filing the exhibit under a continuing hardship exemption under Rule 202 of Regulation S-T

(§232.202 of this chapter), you may file the exhibit in paper under cover of Form SE up to six business

days before or on the date of filing of the electronic format document to which it relates; you may not

file the exhibit after the filing date of the electronic document to which it relates. * * *

*****

13. Amend § 239.144 by revising paragraph (a) to read as follows:

(a) Except as indicated in paragraph (b) of this section, each person who intends to sell securities in

reliance upon §230.144 of this chapter shall file this form in electronic format by means of the

Commission’s Electronic Data, Gathering, Analysis, and Retrieval system (EDGAR) in accordance with

the EDGAR rules set forth in Regulation S-T (17 CFR part 232 of this chapter).

*****

14. Amend Form 144 (referenced in § 239.144) by:

a. Removing the text “ATTENTION: Transmit for filing 3 copies of this form concurrently with

either placing an order with a broker to execute sale or executing a sale directly with a market maker.”

and add in its place “ATTENTION: This form must be filed in electronic format by means of the

Commission’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) in accordance with

the EDGAR rules set forth in Regulation S-T (17 CFR part 232), except that where the issuer of the

securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, this

form must be filed in accordance with Securities Act Rule 144(h)(2). For assistance with EDGAR

issues, please consult the EDGAR—Information for Filers webpage on SEC.gov;

b. Removing the text “INSTRUCTION: The person filing this notice should contact the issuer to

obtain the I.R.S. Identification Number and the S.E.C. File Number.” and add in its place

“INSTRUCTION: The filer should contact the issuer to obtain the S.E.C. File Number.”;

c. Removing the data field box “1(b)”;

d. Redesignating the data field boxes 1(c) through 1(e) as 1(b) through 1(d);

e. Removing the data field box “2(c)”;

f. Removing Instructions 1(b) and 2(c);

g. Redesignating Instructions 1(c) through 1(e) as 1(b) through 1(d); and

Note: The text of Form 144 does not and this amendment will not appear in the Code of Federal

Regulations.

PART 240 – GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF

1934

15. The authority citation for part 240 continues to read, in part, as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c3, 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, 80b11, and 7201 et seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; Pub. L. 111203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-106, sec. 503 and 602, 126 Stat. 326 (2012), unless

otherwise noted.

*****

Sections 240.14a-3, 240.14a-13, 240.14b-1 and 240.14c-7 also issued under secs. 12, 14 and 17, 15

U.S.C. 781, 78n and 78g;

Sections 240.14c-1 to 240.14c-101 also issued under sec. 14, 48 Stat. 895; 15 U.S.C. 78n;

*****

16. Amend §240.12d1-3 by revising paragraph (c) to read as follows:

§240.12d1-3 Requirements as to certification.

*****

Gathering, Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR rules set forth in

§232 of this chapter (Regulation S-T).

17. Amend §240.14a-3 by revising paragraph (c) to read as follows:

§ 240.14a-3 Information to be furnished to security holders.

*****

format, in accordance with the EDGAR Filer Manual, to the Commission, solely for its information, not

later than the date on which such report is first sent or given to security holders or the date on which

preliminary copies, or definitive copies, if preliminary filing was not required, of solicitation material

are filed with the Commission pursuant to §240.14a-6, whichever date is later. The report is not deemed

to be “soliciting material” or to be “filed” with the Commission or subject to this regulation otherwise

than as provided in this Rule, or to the liabilities of section 18 of the Act, except to the extent that the

registrant specifically requests that it be treated as a part of the proxy soliciting material or incorporates

it in the proxy statement or other filed report by reference.

*****

18. Amend §240.14c-3 by revising paragraph (b) to read as follows:

§ 240.14c-3 Annual report to be furnished security holders.

*****

(b) The report sent to security holders pursuant to this rule shall be submitted in electronic

format, in accordance with the EDGAR Filer Manual, to the Commission, solely for its information, not

later than the date on which such report is first sent or given to security holders or the date on which

preliminary copies, or definitive copies, if preliminary filing was not required, of the information

statement are filed with the Commission pursuant to §240.14c-5, whichever date is later. The report is

not deemed to be “filed” with the Commission or subject to this regulation otherwise than as provided in

this rule, or to the liabilities of section 18 of the Act, except to the extent that the registrant specifically

requests that it be treated as a part of the information statement or incorporates it in the information

statement or other filed report by reference.

*****

PART 249 — FORMS, SECURITIES EXCHANGE ACT OF 1934

19. 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), and 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 249.240f is also issued under secs. 3(a), 202, 208, 302, 306(a), 401(a), 406 and 407, 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.

*****

20. Amend Form 20-F (referenced in §249.220f) by adding Item 10.J to read as follows:

Note: The text of Form 20-F does not, and this amendment will not, appear in the Code of Federal

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

*****

PART I

*****

Item 10. * * *

J. Annual Report to Security Holders. If a registrant is required to provide an annual report to security

holders in response to the requirements of Form 6-K (§249.306 of this chapter), the registrant must

submit the annual report to security holders in electronic format in accordance with the EDGAR Filer

Manual.

*****

21. Amend Form 40-F (referenced in §249.240f) by revising General Instruction B.(3) to read as

follows:

Note: The text of Form 40-F does not, and this amendment will not, appear in the Code of Federal

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

*****

GENERAL INSTRUCTIONS

*****

B. * * *

(3) Registrants reporting pursuant to Section 13(a) or 15(d) of the Exchange Act should file under cover

of this form the annual information form required under Canadian law and the Registrant’s audited

annual financial statements and accompanying management’s discussion and analysis. Registrants shall

furnish under the cover of Form 6-K all other information material to an investment decision that a

Registrant:

(i) makes or is required to make public pursuant to the law of the jurisdiction of its domicile,

(ii) filed or is required to file with a stock exchange on which its securities are traded, or

(iii) distributes or is required to distribute to its security holders.

Note to paragraphs (1) and (3) of General Instruction B:

If General Instructions B.(1) or (3) of this Form require a registrant to furnish an annual report to

security holders, the registrant shall satisfy this requirement by promptly submitting an English version

of its annual report to security holders in electronic format in accordance with the EDGAR Filer

Manual.

*****

22. Amend Form 6-K (referenced in §249.306) by:

a. On the cover page removing the text “Indicate by check mark if the registrant is submitting the

Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted

solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation

S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to

furnish a report or other document that the registrant foreign private issuer must furnish and make public

under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized

(the registrant’s “home country”), or under the rules of the home country exchange on which the

registrant’s securities are traded, as long as the report or other document is not a press release, is not

required to be and has not been distributed to the registrant’s security holders, and, if discussing a

material event, has already been the subject of a Form 6-K submission or other Commission filing on

EDGAR.”; and

b. Revising paragraph C(2) of the General Instructions;

c. Revising paragraph C(3) of the General Instructions; and

d. Adding paragraph C(7) of the General Instructions.

The revisions and additions to read as follows:

Note: The text of Form 6-K does not, and this amendment will not, appear in the Code of Federal

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULES 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

*****

GENERAL INSTRUCTIONS

*****

C. * * *

(2) An issuer may submit a Form 6-K in paper under a hardship exemption provided by Rules 201 or

202 of Regulation S-T (17 CFR 232.201 or 232.202).

Note to paragraph (2): An issuer that is or will be incorporating by reference all or part of an annual or

other report to security holders, or of any part of a paper Form 6-K, into an electronic filing must file the

incorporated portion in electronic format as an exhibit to the filing in accordance with Rule 303(b) of

Regulation S-T (17 CFR 232.303(b)).

(3) When submitting a Form 6-K in paper under a hardship exemption, an issuer must provide the

appropriate legend required by either Rule 201(a)(2) or Rule 202(c) of Regulation S-T (17 CFR

232.201(a)(2) or 232.202(c)) on the cover page of the Form 6-K.

*****

(7) Annual Report to Security Holders. If General Instruction B of this form requires an issuer to furnish

an annual report to security holders, the issuer shall satisfy this requirement by promptly submitting an

English version of its annual report to security holders in electronic format in accordance with the

EDGAR Filer Manual.

*****

23. Amend Form 10-K (referenced in §249.310) by revising paragraph (a) that follows the text

“Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by

Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act”.

The revision reads as follows:

Note: The text of Form 10-K does not, and this amendment will not, appear in the Code of Federal

Regulations.

(a) Except to the extent that the materials enumerated in (1) and/or (2) below are specifically

incorporated into this Form by reference, every registrant which files an annual report on this Form

pursuant to Section 15(d) of the Act must furnish to the Commission for its information at the time of

filing its report on this form, an electronic submission in accordance with the EDGAR Filer Manual, of

the following:

*****

24. Amend Form 11-K (referenced in §249.311) by:

a. Revising General Instruction E; and

b. Adding paragraph 5 of Required Information.

The revisions and additions to read as follows:

Note: The text of Form 11-K does not, and this amendment will not, appear in the Code of Federal

Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR

PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*****

GENERAL INSTRUCTIONS

*****

E. Electronic Filers

Reports on this Form must be filed in electronic format. See Rule 101(a)(xxvi) of Regulation S-T

(§232.101(a)(xxvi) of this chapter).

F. Interactive Data

All financial statements and schedules required to be included on this report on Form 11-K, including

any financial statements and schedules included as an exhibit to this report pursuant to General

Instruction D, must be provided as an Interactive Data File in accordance with Rule 405 of Regulation

S-T (§232.405 of this chapter).

*****

25. Amend Form CB (referenced in §239.800 and §249.480) by:

a. Removing the line “Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)

[ ]” and the corresponding Note on the cover page; and

b. Removing General Instruction II.A.(2) and redesignating General Instruction II.A.(3) and (4)

as General Instruction II.A.(2) and (3).

By the Commission.

Dated: June 2, 2022.

Vanessa A. Countryman,

Secretary.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.