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Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Proposed Rules non-conformity with those provisions will be closely reviewed.
2 Conformity with the OCC
requirements will not be sufficient for FDIC regulatory purposes if the FDIC
determines that the proposed conversion transaction would pose a risk to the banks safety or soundness, violate any law or regulation, or present a breach of fiduciary duty.

PART 333EXTENSION OF
CORPORATE POWERS
3. The authority citation for part 333
continues to read as follows:

Authority: 12 U.S.C. 1816; 1817i; 1818;
1819a Seventh, Eighth, and Tenth, 1828, 1828m, 1831p1c, 5414 and 5415.

4. Amend 333.4 by revising paragraph e introductory text to read as follows:

333.4
form.

Conversions from mutual to stock

e Stock benefit plan limitations. The FDIC will presume that a stock option plan or management or employee stock benefit plan that does not conform with the applicable percentage limitations of the regulations issued by the Office of the Comptroller of the Currency constitutes excessive insider benefits and thereby evidences a breach of the board of directors or trustees fiduciary responsibility. In addition, no converted insured mutual state savings bank shall, for one year from the date of the conversion, implement a stock option plan or management or employee stock benefit plan, other than a tax-qualified employee stock ownership plan, unless each of the following requirements is met:

PART 335SECURITIES OF STATE
NONMEMBER BANKS AND STATE
SAVINGS ASSOCIATIONS

5. The authority citation for part 335
is revised to read as follows:

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Authority: 12 U.S.C. 1819.
Subpart A also issued under 12 U.S.C.
1816, 1818, 1828, 1831o, 1831p1, 1462a, 1463, 1464, 5412.
Subpart B also issued under 15 U.S.C. 78j 1, 78li, 78m, 78n, 78p, 78w, 5412, 5414, 5415, 7241, 7242, 7243, 7244, 7261, 7262, 7264, and 7265.

6. Add subpart A to read as follows:

Subpart ASecurities Disclosure Sec.
335.1 Purpose, scope, and applicability.
335.2 Definitions.
335.3 Registration statement and prospectus requirements.

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335.4 Exemptions from registration statement and prospectus requirements.
335.5 Sales practices regarding securities issuances.
335.6 Securities legends.
335.7 Filing procedures and confidentiality.

Subpart ASecurities Disclosure 335.1

Purpose, scope, and applicability.

a Purpose and scope. This subpart sets forth rules for filing with the FDIC
registration statements, prospectuses, and other offering documents related to offers and sales of FDIC-supervised institution securities and the securities of the subsidiaries of State savings associations by issuers, underwriters, and dealers.
b Applicability. 1 This subpart is applicable to the offers or sales of securities of FDIC-supervised institutions in connection with:
i Organizational efforts pursuant to 12 U.S.C. 1815 and subject to the requirements of 12 CFR part 303, subpart B;
ii A capital raise by an FDICsupervised institution subject to an enforcement action pursuant to 12
U.S.C. 1818 or a capital restoration plan pursuant to 12 U.S.C. 1831o and 12 CFR
part 324;
iii A mutual state-chartered bank conversion from mutual to stock form pursuant to 12 CFR 333.4 and part 303, subpart I; and iv A mutual state savings association conversion from mutual to stock form pursuant to 12 CFR part 192.
2 This subpart applies also to a security offering by a subsidiary of any State savings association described in paragraphs b1i through iv of this section.
c Cross references to securities regulations1 Securities offerings generally. This subpart generally cross references the regulations of the Securities and Exchange Commission as these regulations are issued, revised, or updated from time to time under the Securities Act of 1933, as amended 15
U.S.C. 77a et seq., except as provided otherwise in this subpart.
2 State savings associations mutualto-stock conversion securities offerings.
The offers or sales of the securities of state savings association in connection with a mutual-to stock conversion are subject to the rules set forth by the Office of the Comptroller of the Currency at 12 CFR part 192 for the purposes of this subpart.
d Rule of construction. Any references to the regulations issued by another agency include such regulations as they may be amended or replaced from time to time.

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335.2

8155

Definitions.

Unless otherwise defined in this subpart, definitions shall have the meaning given to them in the Securities Act and the regulations of the SEC.
For the purposes of this subpart, the following definitions apply:
FDIC-supervised institution means any state nonmember bank or state savings association.
Issue means the same as in section 2a4 of the Securities Act 15 U.S.C.
77ba4.
Offering documents means the documents described in rules 252254
of the SECs Regulation A 17 CFR
230.252.
Prospectus means an offering document that includes the information required by section 10a of the Securities Act 15 U.S.C. 77ja.
Registration statement means a filing that includes the prospectus and other information required by section 7 of the Securities Act 15 U.S.C. 77g.
Sale, sell, offer to sell, offer for sale, and offer mean the same as in section 2a3 of the Securities Act 15 U.S.C.
77ba3.
SEC or the Commission means the Securities and Exchange Commission.
When used in the rules, regulations, or forms of the SEC referred to in this part, the terms SEC, Commission, or Commissioner shall be deemed to refer to the FDIC.
Security means the same as in section 2a1 of the Securities Act 15 U.S.C.
77ba2.
Securities Act means the Securities Act of 1933, as amended 15 U.S.C. 77a 77aa.
335.3 Registration statement and prospectus requirements.

a Registration statement filing. An FDIC-supervised institution shall file with the appropriate FDIC regional office a registration statement, including any prospectus, that conforms to the registration requirements of section 3 of the Securities Act 15 U.S.C. 77c, as if the FDIC-supervised institution was not otherwise exempt from such registration requirements.
b Registration and prospectus requirements. Except as provided in 335.4, registration statements, prospectuses, and offering documents filed by an FDIC-supervised institution must conform to the form and content requirements of 17 CFR 230.400 through 230.498A SEC Regulation C, except to the extent those requirements conflict with the specific requirements of this subpart.
c Disclosure requirements.
Disclosures included in registration statements, prospectuses, and offering
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