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:
3235-0073
ICR Reference No:
202305-3235-010
Status:
Active
Previous ICR Reference No:
202303-3235-010
Agency/Subagency:
SEC
Agency Tracking No:
CF-270-061
Title:
Form S-3 - Registration Statement
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:
07/07/2023
Retrieve Notice of Action (NOA)
Date Received in OIRA:
06/02/2023
Terms of Clearance:
Inventory as of this Action
Requested
Previously Approved
Expiration Date
04/30/2026
36 Months From Approved
04/30/2026
Responses
1,651
0
1,651
Time Burden (Hours)
187,008
0
191,808
Cost Burden (Dollars)
228,232,780
0
233,992,780
Abstract:
Form S-3 under the Securities Act is the short form registration statement used by domestic issuers to register offerings of their securities.
Authorizing Statute(s):
US Code:
15 USC 77c, 77f, 77g, 77h, 77j
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(b), 78l, 78m, 78o(d)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78w(a), 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-AL77
Final or interim final rulemaking
85 FR 54002
08/31/2020
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
Form S-3 - Registration Statement
SEC-1379
Form S-3 - Registration Statement
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
1,651
1,651
0
0
0
0
Annual Time Burden (Hours)
187,008
191,808
0
-4,800
0
0
Annual Cost Burden (Dollars)
228,232,780
233,992,780
0
-5,760,000
0
0
Burden increases because of Program Change due to Agency Discretion:
No
Burden Increase Due to:
Burden decreases because of Program Change due to Agency Discretion:
Yes
Burden Reduction Due to:
Changing Regulations
Short Statement:
The amendments to Rule 1-02(w), Rule 3-05, Rule 3-14, Article 11, and related amendments, among other things, will reduce a registrant’s paperwork burden by: revising the significance tests and thresholds provided in Rule 1-02(w) and Rule 3-05 to improve their application and to assist registrants in making more meaningful significance determinations; revising the scaling requirements to reduce from three to two the maximum number of years of required Rule 3-05 Financial Statements; permitting Rule 3-05 Financial Statements to be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”) in appropriate circumstances, thus permitting registrants to reconcile their financial statements to the basis of accounting they are already using and not requiring additional one-time reconciliations to U.S. GAAP; permitting the omission of Rule 3-05 Financial Statements from certain registration statements and proxy statements once the acquired business is reflected in filed post-acquisition audited financial statements of the registrant for either nine months or a complete fiscal year, depending on the circumstances; and permitting registrants to use pro forma financial information for significance testing under appropriate circumstances, thereby simplifying the application of the rules and more accurately determining the significance of an acquired business. The amendments related to Rule 3-14, among other things, will align the requirements under Rules 3-05 and 3-14 where appropriate; clarify the determination of significance and the definition of “real estate operation” under Rule 3-14; establish an explicit requirement for interim income statements; and provide special provisions for blind pool offerings. As a result of these effects, we expect that the impact of the rule amendments will be a reduction in the paperwork burden of affected entities. For purposes of the PRA, we estimate that, for Form S-3, the amendments result in a reduction of 4,800 internal burden hours and a reduction in the cost burden of $5,760,000 for the services of outside professionals.
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:
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:
06/02/2023
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