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Subject: Electronic Filing and Disclosure of Beneficial Ownership Reports
Date: October 6, 2005
To: Chief Executive Officers of All Registered National Banks, Department and Division Heads, and All Examining Personnel
Description: Final Rule
The attached final rule applies to only a small number of national banks that register their securities with the Office of the Comptroller of the Currency (OCC). The rule, which amends the OCC's rules governing application of Securities Exchange Act disclosure rules to national banks (12 CFR 11), was published in the Federal Register on August 10, 2005.
The rule implements provisions enacted in the Sarbanes–Oxley Act of 2002 requiring the electronic filing of certain beneficial ownership reports by officers, directors, and major shareholders (insiders) of companies that have equity securities registered under the Securities Exchange Act of 1934. Insiders of registered national banks must file these reports with the OCC. This rule requires that all beneficial ownership reports required to be filed with the OCC must be filed electronically and posted on a registered national bank’s Web site, if it has one.
On July 28, 2003, the OCC informed national banks of an interagency electronic filing system, FDICconnect, which is available for submission of these reports. The OCC then issued an interim rule, with request for comments. Since the OCC received no comments, it adopted the rule as final without changes.
For questions concerning this final rule, contact Asa Chamberlayne, counsel, Securities and Corporate Practices Division at (202) 874-5210 or Martha Vestal Clarke, counsel, Legislative and Regulatory Activities Division at (202) 874-5090.
Julie L. Williams