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Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Proposed Rules
documents filed by an FDIC-supervised institution must conform to 17 CFR part 229 SEC Regulation SK.
d Form and content of financial statements. Financial statements included in registration statements, prospectuses, and offering documents filed by an FDIC-supervised institution must conform to 17 CFR part 210
Regulation SX.

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335.4 Exemptions from registration statement and prospectus requirements.

a Exemptions. The securities offering of an FDIC-supervised institution is exempt from the registration statement and prospectus requirements of 17 CFR 230.400 through 230.498A SEC Regulation C if the securities offering meets the requirements of one of the following:
1 17 CFR 230.251 through 230.263
SEC Regulation A;
2 17 CFR 230.500 through 230.508
SEC Regulation D;
3 17 CFR 230.701 SEC Rule 701;
4 17 CFR 230.144 Rule 144 and 17
CFR 230.144A Rule 144A;
5 Offers and sales of securities in connection with a mutual-to-stock conversion pursuant to 12 CFR part 192;
or 6 Offers and sales in connection with the dissolution of the FDICsupervised institutions holding company, provided all of the following requirements are met:
i The offer and sale of securities occurs solely as part of a dissolution in which the security holders exchange shares of securities in the FDICsupervised institutions holding company that had no significant assets other than securities of the FDIC
supervised institution for the FDICsupervised institutions securities;
ii The FDIC-supervised institutions holding companys security holders receive, after the dissolution, substantially the same proportional share interests in the FDIC-supervised institution securities as they held in the holding company;
iii The rights and interests of the FDIC-supervised institutions holding companys security holders in the FDICsupervised institution are substantially the same as those they had in the holding company prior to the transaction; and iv The FDIC-supervised institution has substantially the same assets and liabilities as the FDIC-supervised institutions holding company had on a consolidated basis prior to the transaction.
b Offering documents. An FDICsupervised institution subject to this subpart, the securities offering of which
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is exempt from registration statement and prospectus requirements, must provide the FDIC with an offering document that complies with the form and content requirements of the exemption upon which the FDICsupervised institution relies.
335.5 Sales practices regarding securities issuances.

a Sales on the premises of an FDICsupervised institution. An FDICsupervised institution must comply with the following restrictions when selling securities on the institutions premises:
1 All sales must be conducted in a segregated area of the FDIC-supervised institutions offices, whenever possible;
2 Offers and sales must be conducted by authorized personnel, excluding tellers, in places where deposits are not ordinarily received;
3 The FDIC-supervised institution must obtain a signed and dated certification from the purchaser confirming that the purchaser has read and understands the disclosures set out in the offering document and the subscription order form;
4 The certification must contain a separate place where a purchaser can indicate, by initialing or by comparable method, that the purchaser acknowledges that the securities being sold are not covered by FDIC deposit insurance; and b Online sales. If an FDICsupervised institution offers securities online, the FDIC-supervised institution must include in the FDIC-supervised institutions subscription order form the legends set forth in 335.6.
335.6

Securities legends.

a A securities offering must include the following legends in a prominent place in capital letters printed in boldfaced type:
THESE SECURITIES ARE NOT
DEPOSITS. THESE SECURITIES ARE
NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE
CORPORATION OR ANY OTHER
AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN
APPROVED BY THE FEDERAL
DEPOSIT INSURANCE
CORPORATION NOR HAS THE
FEDERAL DEPOSIT INSURANCE
CORPORATION PASSED ON THE
ADEQUACY OR ACCURACY OF THE
REGISTRATION STATEMENT AND
PROSPECTUS. ANY
REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

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b A debt securities offering must include the following legend in a prominent place in capital letters printed in boldfaced type:
THESE DEBT OBLIGATIONS ARE
SUBORDINATE TO THE CLAIMS OF
DEPOSITORS AND OTHER
CREDITORS AS MORE FULLY
DESCRIBED IN THE REGISTRATION
STATEMENT AND PROSPECTUS.
335.7 Filing procedures and confidentiality.

a Filings. 1 An FDIC-supervised institution must file an offering document prior to the commencement of offering securities for offer or sale as follows:
i For offerings described in 335.1b1i, together with the application for deposit insurance;
ii For offerings described in 335.1b1ii, together with the capital restoration plan or otherwise as required by an Order of the FDIC;
iii For offerings described in 335.1b1iii, together with the notice and materials required by 12 CFR
303.161; and iv For offerings described in 335.1b1iv, together with the forms required by 12 CFR 192.5.
2 Unless otherwise indicated in this subpart, filings should be submitted to the appropriate regional office.
Instructions for submitting filings may be obtained from the appropriate FDIC
regional director. The FDIC may require the applicant to submit additional information.
3 The FDIC may request that an FDIC-supervised institution provide additional information in, or otherwise revise, a registration statement, prospectus, or other offering document, consistent with the requirements of the filings described in 335.1b. An FDICsupervised institution may offer or sell securities in a transaction subject to this subpart when it receives a written statement from the FDIC to the effect that no additional information or changes are required.
b Confidentiality. FDIC-supervised institutions should contact the appropriate FDIC regional office regarding materials such institutions wish to remain confidential.
335.101 through 335.801
as Subpart B

Designated
7. Designate 335.101 through 335.801 as subpart B and add a heading for newly designated subpart B to read as follows:

Subpart BSecurities of State Nonmember Banks and State Savings Associations Sec.

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