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:
3235-0801
ICR Reference No:
202302-3235-019
Status:
Active
Previous ICR Reference No:
202301-3235-004
Agency/Subagency:
SEC
Agency Tracking No:
3235-New
Title:
Rule 10b5-1
Type of Information Collection:
New collection (Request for a new OMB Control Number)
Common Form ICR:
No
Type of Review Request:
Regular
OIRA Conclusion Action:
Approved without change
Conclusion Date:
03/21/2023
Retrieve Notice of Action (NOA)
Date Received in OIRA:
02/15/2023
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
03/31/2026
36 Months From Approved
Responses
8,700
0
0
Time Burden (Hours)
13,050
0
0
Cost Burden (Dollars)
0
0
0
Abstract:
Rule 10b5-1 under the Securities Exchange Act of 1934 provides corporate insiders—executives, directors, employees and issuers themselves—an affirmative defense to insider trading if they trade shares of their own companies pursuant to a binding contract, instruction, or written plan that meets certain conditions set forth in the rule.
Authorizing Statute(s):
US Code:
15 USC 80a-8, 80a-20(a), 80a-24(a)
Name of Law: Investment Company Act of 1940
US Code:
15 USC 80a-29, 80a-37
Name of Law: Investment Company Act of 1940
US Code:
15 USC 77c(b), 77f, 77g, 77j, 77q,
Name of Law: Securities Act of 1933
US Code:
15 USC 77s(a), 77z-3
Name of Law: Securities Act of 1933
US Code:
15 USC 78c, 78i, 78j, 78l, 78m, 78n,
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78o(d), 78t-1, 78u, 78w(a)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78mm
Name of Law: Securities Exchange Act of 1934
Citations for New Statutory Requirements:
None
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AM86
Final or interim final rulemaking
87 FR 80362
12/29/2022
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
Rule 10b5-1
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
8,700
0
0
8,700
0
0
Annual Time Burden (Hours)
13,050
0
0
13,050
0
0
Annual Cost Burden (Dollars)
0
0
0
0
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 final amendments to Rule 10b5-1(c)(1)(ii) would impose a new certification requirement as a condition to the Rule 10b5-1(c)(1) affirmative defense. The final amendment will require directors and officers, as a condition to the affirmative defense, to provide representations in a written Rule 10b5-1 plan that, on the date of adoption of the plan, (1) they are not aware of any material nonpublic information about the security or issuer; and (2) that they are adopting the contract, instruction, or plan in good faith and not as part of a plan or scheme to evade the prohibitions of this section. The use of the Rule 10b5-1(c)(1) affirmative defense is voluntary, and compliance with this information collection is mandatory only if a respondent chooses to rely on the affirmative defense. For purposes of the Paperwork Reduction Act, the Commission estimates that this new information collection will result in 13,050 burden hours for Rule 10b5-1.
Annual Cost to Federal Government:
$125,800,170
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:
Sean Harrison 202 942-2910
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:
02/15/2023
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