View Information Collection Request (ICR) Package
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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0076
ICR Reference No:
202104-3235-007
Status:
Historical Active
Previous ICR Reference No:
202003-3235-007
Agency/Subagency:
SEC
Agency Tracking No:
CF-270-072
Title:
Regulation D (Form D)
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
No
Type of Review Request:
Regular
OIRA Conclusion Action:
Approved without change
Conclusion Date:
05/18/2021
Retrieve Notice of Action (NOA)
Date Received in OIRA:
04/15/2021
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
05/31/2024
36 Months From Approved
04/30/2023
Responses
23,571
0
23,571
Time Burden (Hours)
29,464
0
23,571
Cost Burden (Dollars)
35,356,500
0
28,285,200
Abstract:
Form D is a notice of sales filed by issuers making an offering of securities in reliance on an exemption under Regulation D or Section 4(a)(5) of the Securities Act of 1933.
Authorizing Statute(s):
US Code:
15 USC 77c, 77d, 77d-1, 77s, 77z-3
Name of Law: Securities Act of 1933
US Code:
15 USC 78c, 78j(b), 78l, 78o, 78q,
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78w(a), 78mm
Name of Law: Securities Exchange Act of 1934
PL:
Pub.L. 112 - 106 301-305
Name of Law: Jumpstart Our Business Startups Act of 2012
Citations for New Statutory Requirements:
None
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AM27
Final or interim final rulemaking
86 FR 3496
01/14/2021
Federal Register Notices & Comments
Did the Agency receive public comments on this ICR?
No
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Regulation D (Form D)
SEC1972
Form D -Notice of Exempt Offering of Securities
ICR Summary of Burden
Total Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
23,571
23,571
0
0
0
0
Annual Time Burden (Hours)
29,464
23,571
0
5,893
0
0
Annual Cost Burden (Dollars)
35,356,500
28,285,200
0
7,071,300
0
0
Burden increases because of Program Change due to Agency Discretion:
Yes
Burden Increase Due to:
Changing Regulations
Burden decreases because of Program Change due to Agency Discretion:
No
Burden Reduction Due to:
Short Statement:
The amendments revise the financial statement and non-financial information and delivery requirements (including the requirement to provide the purchaser with generic solicitation materials), provide an additional method to verify an investor’s accredited investor status, and raise the offering limit under Rule 504. We estimate for purposes of the PRA that there is no net effect on the current burden hours per response relating to Regulation D as a result of the amendments. However, we are establishing a single collection of information for Regulation D (Form D) to encompass all of the associated paperwork burdens under Regulation D. The estimates for this new collection of information include the existing burden estimated for Form D, Rule 504(b)(3), and Rule 506(e), as well as other burdens resulting from the implementation of Regulation D. For purposes of the PRA, we estimate the new Regulation D (Form D) collection of information to be 29,464 burden hours and $35,356,500 for the services of outside professionals.
Annual Cost to Federal Government:
$103,479,690
Does this IC contain surveys, censuses, or employ statistical methods?
No
Does this ICR request any personally identifiable information (see
OMB Circular No. A-130
for an explanation of this term)? Please consult with your agency's privacy program when making this determination.
Yes
Does this ICR include a form that requires a Privacy Act Statement (see
5 U.S.C. §552a(e)(3)
)? Please consult with your agency's privacy program when making this determination.
No
Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]?
No
Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]?
No
Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)?
No
Is this ICR related to the Pandemic Response?
No
Agency Contact:
Steven Hearne 703 551-3248
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
04/15/2021
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