Regulatory Flexibility Agenda

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

All submissions should refer to File No. S7-04-15. This file number should be included on the subject line if email is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/other.shtml ). Comments are also available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. FOR FURTHER INFORMATION CONTACT:

Anne Sullivan, Office of the General Counsel, 202-551-5019.

SUPPLEMENTARY INFORMATION:

The RFA requires each Federal agency, twice each year, to publish in the Federal Register an agenda identifying rules that the Agency expects to consider in the next 12 months that are likely to have a significant economic impact on a substantial number of small entities (5 U.S.C. 602(a)).The RFA specifically provides that publication of the agenda does not preclude an Agency from considering or acting on any matter not included in the agenda and that an agency is not required to consider or act on any matter that is included in the agenda (5 U.S.C. 602(d)). The Commission may consider or act on any matter earlier or later than the estimated date provided on the agenda

S.C. 602(a)).The RFA specifically provides that publication of the agenda does not preclude an Agency from considering or acting on any matter not included in the agenda and that an agency is not required to consider or act on any matter that is included in the agenda (5 U.S.C. 602(d)). The Commission may consider or act on any matter earlier or later than the estimated date provided on the agenda. While the agenda reflects the current intent to complete a number of rulemakings in the next year, the precise dates for each rulemaking at this point are uncertain. Actions that do not have an estimated date are placed in the long-term category; the Commission may nevertheless act on items in that category within the next 12 months. The agenda includes new entries, entries carried over from prior publications, and rulemaking actions that have been completed (or withdrawn) since publication of the last agenda.

The following abbreviations for the acts administered by the Commission are used in the agenda:

“Securities Act”—Securities Act of 1933 “Exchange Act”—Securities Exchange Act of 1934 “Investment Company Act”—Investment Company Act of 1940 “Investment Advisers Act”—Investment Advisers Act of 1940 “Dodd Frank Act”—Dodd-Frank Wall Street Reform and Consumer Protection Act “Jobs Act”—Jumpstart Our Business Startups Act The Commission invites public comment on the agenda and on the individual agenda entries.

By the Commission.

Dated: March 25, 2015. Brent J. Fields, Secretary.

Division of Corporation Finance—Final Rule Stage Sequence No. Title Regulation Identifier No. 392 Rules Governing the Offer and Sale of Securities Through Crowdfunding Under Section 4(a)(6) of the Securities Act 3235-AL37 393 Amendments to Regulation D, Form D and Rule 156 Under the Securities Act 3235-AL46 394 Changes to Exchange Act Registration Requirements to Implement Title V and Title VI of the JOBS Act 3235-AL40 Division of Corporation Finance—Completed Actions Sequence No. Title Regulation Identifier No

e Offer and Sale of Securities Through Crowdfunding Under Section 4(a)(6) of the Securities Act 3235-AL37 393 Amendments to Regulation D, Form D and Rule 156 Under the Securities Act 3235-AL46 394 Changes to Exchange Act Registration Requirements to Implement Title V and Title VI of the JOBS Act 3235-AL40 Division of Corporation Finance—Completed Actions Sequence No. Title Regulation Identifier No. 395 Amendments to Small and Additional Issues Exemptions Under the Securities Act 3235-AL39 Division of Investment Management—Completed Actions Sequence No. Title Regulation Identifier No. 396 Temporary Rule Regarding Principal Trades With Certain Advisory Clients 3235-AL56 Division of Trading and Markets—Long-Term Actions Sequence No. Title Regulation Identifier No. 397 Removal of Certain References to Credit Ratings Under the Securities Exchange Act of 1934 3235-AL14 SECURITIES AND EXCHANGE COMMISSION (SEC)

Division of Corporation Finance

Final Rule Stage

392. Rules Governing the Offer and Sale of Securities Through Crowdfunding Under Section 4(A)(6) of the Securities Act

Legal Authority: 15 U.S.C. 77a et seq.; 15 U.S.C. 78a et seq.; Pub. L. 112-108, secs 301 to 305

Abstract: The Commission proposed rules to implement Title III of the JOBS Act by prescribing rules governing the offer and sale of securities through crowdfunding under new section 4(a)(6) of the Securities Act.

Timetable:

Action Date FR Cite NPRM 11/05/13 78 FR 66428 NPRM Comment Period End 02/03/14 Final Action 04/00/16 Regulatory Flexibility Analysis Required: Yes.

Agency Contact: Sebastian Gomez Abero, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3500, Leila Bham, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-5532.

RIN: 3235-AL37

393. Amendments to Regulation D, Form D and Rule 156 Under the Securities Act

Legal Authority: 15 U.S.C

ro, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3500, Leila Bham, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-5532.

RIN: 3235-AL37

393. Amendments to Regulation D, Form D and Rule 156 Under the Securities Act

Legal Authority: 15 U.S.C. 77a et seq

Abstract: The Commission proposed rule and form amendments to enhance the Commission's ability to evaluate the development of market practices in offerings under Rule 506 of Regulation D and address concerns that may arise in connection with permitting issuers to engage in general solicitation and general advertising under new paragraph (c) of Rule 506.

Timetable:

Action Date FR Cite NPRM 07/24/13 78 FR 44806 NPRM Comment Period End 09/23/13 NPRM Comment Period Reopened 10/03/13 78 FR 61222 NPRM Comment Period End 11/04/13 Final Action 04/00/16 Regulatory Flexibility Analysis Required: Yes.

Agency Contact: Charles Kwon, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3500, Ted Yu, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3500.

RIN: 3235-AL46

394. Changes to Exchange Act Registration Requirements To Implement Title V and Title VI of the Jobs Act

Legal Authority: Pub. L. 112-106

Abstract: The Commission proposed amendments to rules to implement Titles V (Private Company Flexibility and Growth) and VI (Capital Expansion) of the JOBS Act.

Timetable:

Action Date FR Cite NPRM 12/30/14 79 FR 78343 NPRM Comment Period End 03/03/15 Final Action 04/00/16 Regulatory Flexibility Analysis Required: Yes.

Agency Contact: Steven G. Hearne, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3430

pany Flexibility and Growth) and VI (Capital Expansion) of the JOBS Act.

Timetable:

Action Date FR Cite NPRM 12/30/14 79 FR 78343 NPRM Comment Period End 03/03/15 Final Action 04/00/16 Regulatory Flexibility Analysis Required: Yes.

Agency Contact: Steven G. Hearne, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3430.

RIN: 3235-AL40

SECURITIES AND EXCHANGE COMMISSION (SEC)

Division of Corporation Finance

Completed Actions

395. Amendments to Small and Additional Issues Exemptions Under the Securities Act

Legal Authority: 15 U.S.C. 77c(b)

Abstract: The Commission adopted rules to implement section 401 of the JOBS Act. Section 401 added section 3(b)(2) to the Securities Act, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act securities offerings of up to $50 million.

Timetable:

Action Date FR Cite NPRM 01/23/14 79 FR 3926 NPRM Comment Period End 03/24/14 Final Action 04/20/15 80 FR 21806 Final Action Effective 06/19/15 Regulatory Flexibility Analysis Required: Yes.

Agency Contact: Zachary Fallon, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-3354.

RIN: 3235-AL39

SECURITIES AND EXCHANGE COMMISSION (SEC)

Division of Investment Management

Completed Actions

396. Temporary Rule Regarding Principal Trades With Certain Advisory Clients

Legal Authority: 15 U.S.C. 80b-6a; 15 U.S.C. 80b-11(a)

Abstract: Rule 206(3)-3T, a rule that provides investment advisers who are also registered broker-dealers an alternative means of compliance with

Timetable:

Action Date FR Cite NPRM 08/18/14 79 FR 48709 NPRM Comment Period End 09/17/14 Final Action 12/23/14 79 FR 76880 Final Action Effective 12/31/14 Regulatory Flexibility Analysis Required: Yes

thority: 15 U.S.C. 80b-6a; 15 U.S.C. 80b-11(a)

Abstract: Rule 206(3)-3T, a rule that provides investment advisers who are also registered broker-dealers an alternative means of compliance with

Timetable:

Action Date FR Cite NPRM 08/18/14 79 FR 48709 NPRM Comment Period End 09/17/14 Final Action 12/23/14 79 FR 76880 Final Action Effective 12/31/14 Regulatory Flexibility Analysis Required: Yes.

Agency Contact: Sarah Buescher, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-5192, Email: bueschers@sec.gov .

RIN: 3235-AL56

SECURITIES AND EXCHANGE COMMISSION (SEC)

Division of Trading and Markets

Long-Term Actions

397. Removal of Certain References to Credit Ratings Under the Securities Exchange Act of 1934

Legal Authority: Pub. L. 111-203, sec 939A

Abstract: Section 939A of the Dodd Frank Act requires the Commission to remove certain references to credit ratings from its regulations and to substitute such standards of creditworthiness as the Commission determines to be appropriate. The Commission amended certain rules and one form under the Exchange Act applicable to broker-dealer financial responsibility, and confirmation of transactions. The Commission has not yet finalized amendments to certain rules regarding the distribution of securities.

Timetable:

Action Date FR Cite NPRM 05/06/11 76 FR 26550 NPRM Comment Period End 07/05/11 Final Action 01/08/14 79 FR 1522 Final Action Effective 07/07/14 Next Action Undetermined To Be Determined Regulatory Flexibility Analysis Required: Yes.

Agency Contact: John Guidroz, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549, Phone: 202 551-6439, Email: guidrozj@sec.gov .

RIN: 3235-AL14

[FR Doc. 2015-14378 Filed 6-17-15; 8:45 am] BILLING CODE 8011-01-P