2010-21032. Submission for OMB Review; 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”) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below.

Rule 12h-1(f) (17 CFR 240.12h-1(f)) 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 Rule 12h-1(f) is not filed with the Commission. Rule 12h-1(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; or (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 and any password needed to access the information. We estimate that it takes approximately 2 burden hours per response to provide the information required under Rule 12h-1(f) and it 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).

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number.

Written comments regarding the above information should be directed to the following persons: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or send an e-mail to: [e-mail] and (ii) Charles Boucher, Director/CIO, Securities and Exchange Commission, C/O Shirley Martinson, 6423 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: [e-mail]. Comments must be submitted to OMB within 30 days of this notice.

Dated: August 18, 2010.

Florence E. Harmon,

Deputy Secretary.