Form 144.SupportingStatement.2014

SUPPORTING STATEMENT FOR FORM 144

A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Rule 144 is designed to prohibit the creation of public markets in securities of issuers
concerning which adequate current information is not available to the public. At the same time,
where adequate current information concerning the issuer is available to the public, the rule
permits the public sale in ordinary trading transactions of limited amounts of securities owned by
persons controlling, controlled by, or under common control with, the issuer and by persons who
have acquired restricted securities of the issuer.
Rule 144 therefore provides that a person who sells restricted securities or who sells
securities on behalf of affiliates should be deemed not to be engaged in a distribution of such
securities, and not to be an underwriter thereof, if all of the conditions of the rule are met. One
condition requires that if an intended sale of securities exceeds certain thresholds, the security
holder must file a notice of proposed sale on Form 144.
The Commission raised the thresholds triggering a Form 144 filing requirement of the
amount of securities to be sold in reliance on the rule during any three month period exceeds
5,000 shares or $50,000, three copies of a notice on Form 144 must be filed with the
Commission, and if such securities are admitted to trading on a national securities exchange, a
copy of the notice also shall be transmitted to the exchange. Under Sections 2(a)(11), 4(a)(1),
4(a)(2), 4(a)(4) and 19(a) of the Securities Act of 1933 and Rule 144 there under, the
Commission is authorized to solicit the information required to be supplied by Form 144.
Purpose and Use of the Information Collection
Form 144 operates in conjunction with Rule 144. If the information collection was not
required, the objectives of the rule could be frustrated.
3.

Consideration Given to Information Technology

Form 144 is permitted, but not required, to be filed electronically on the Commission’s
EDGAR electronic filing system since many individuals do not have access to EDGAR filing
equipment.
4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially duplicate the
requirements of form, rule or regulation.

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5.

Reducing the Burden on Small Entities

The rule is designed to provide a means by which control persons of issuers and persons
who have acquired restricted securities of the issuer can publicly sell those securities without
being deemed to be underwriters. Therefore, the rule provides a benefit to those persons who are
considered to be small entities.
6.

Consequences of Not Conducting Collection

The objectives of Rule 144 could not be met with less frequent collection of Form 144;
the Form is filed only under specified conditions.
7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Form 144 was proposed for public comment. No comments were received on this request
during the 60-day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Form 144 is a public document.

11.

Sensitive Questions

No information of a sensitive nature is required under this collection of information. The
information collection collects basic Personally Identifiable Information (PII) that may include
name, business address, and residential address (for sole proprietor only),
telephone/cellular/facsimile number, email address, and Tax ID Number (TIN). ). Records of
Notice may be found at the following link: http://www.sec.gov/about/privacy/sorn/secsorn7.pdf.
The Privacy Impact Assessment (PIA) is provided as a supplementary document.
12.

Estimate of Respondent Reporting Burden

Form 144 takes approximately 1 hour to prepare and is filed by 500 respondents for a
total of 500 annual burden hours. We estimate that the entire reporting burden is prepared by the
filers. The estimated burden hours are made solely for the purposes of the Paperwork Reduction
Act.

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13.

Estimate of Total Annualized Cost Burden

We estimate that 100% of the 500 total burden hours are prepared by the filers and there
is no additional cost associated with the information collection.
14.

Costs to Federal Government
Not applicable.

15.

Reason for Change in Burden

The decrease of 22,861 annual burden hours is due to an adjustment to reflect a decrease
in the number of respondents filing Form 144 as a result of changes in Rule 144 filing
requirements.
16.

Information Collections Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.