2010-13331. Proposed Collection; Comment Request

Upon written request; Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213.

Extension: Rule 12h-1(f); OMB Control No. 3235-0632; SEC File No. 270-570.

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.

Rule 12h-1(f) (17 CFR 240.12h-1) provides an exemption from the registration requirements of the Securities Exchange Act of 1934 for compensatory employee stock options of issuers that are not required to file periodic reports under the Exchange Act and that have 500 or more option holders and more than $10 million in assets at its most recently ended fiscal year. The information required under filed Rule 12h-1 is not filed with the Commission. Rule 12h-(f) permits issuers to provide the required information (other than the issuer's books and records) to the option holders and holders of share received on exercise of compensatory employee stock options either by: (i) physical or electronic delivery of the information; and (ii) notice to the option holders and holders of shares received on exercise of compensatory employee stock options of the availability of the information on a password-protected Internet site. We estimate that it takes approximately 2 burden hours per response to provide the information required under Rule 12h-1 and that the information is filed by approximately 40 respondents. We estimate that 25% of the 2 hours per response (5 hours) is prepared by the company for a total annual reporting burden of 80 hours (.5 hours per response × 40 responses).

Written comments are invited on: (a) Whether this proposed collection of information is necessary for the performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Please direct your written comment to Charles Boucher, Director/CIO, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: [e-mail].

Dated: May 26, 2010.

Florence E. Harmon,

Deputy Secretary.