Form 144.SupportingStatement - CF Final - May 30 2017

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION 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.
If 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.
2.

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 must be filed in paper form with the Commission if the issuer of the securities
is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. If the
issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Form
144 may be filed electronically. Form 144 is permitted, but not required, to be filed
electronically on the Commission’s EDGAR electronic filing system because 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

The Commission solicited public comment on Form 144. 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, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include name, address and zip code of the person filing
this form. However, the agency has determined that the information collection does not
constitute a system of record for purposes of the Privacy Act. Information is not retrieved by a
personal identifier. In accordance with Section 208 of the E-Government Act of 2002, the
agency has conducted a Privacy Impact Assessment (PIA) of the EDGAR system in connection
with this collection of information. The EDGAR PIA, published on January 29, 2016, is provided
as a supplemental document and is also available at https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that it takes
approximately one burden hour to prepare Form 144 and that the form is filed by 33,725
respondents. We estimate that the entire reporting burden is prepared by the filer. Based on our
estimates, we calculated the total reporting burden to be 33,725 hours (one hour per response x
33,725 responses). The estimated burden hours are made solely for the purpose of the Paperwork
Reduction Act, and are not derived from a comprehensive or even a representative survey or
study of the cost of Commission rules and forms.
13.

Estimate of Total Annualized Cost Burden

We estimate that 100% of the 33,725 total burden hours are prepared by the filers and
there is no additional cost associated with the information collection.
14.

Costs to Federal Government

The estimated cost to the federal government to process Form 144 filings is
approximately $50,000.
15.

Reason for Change in Burden

The increase of 33,225 in annual burden hours is due to an adjustment to revise the total
number of Forms 144 filed with the Commission to include both paper and electronic filings.
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.