Rule 477.SupportingStatement.2019

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR SECURITIES ACT RULE 477

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Rule 477 under the Securities Act of 1933 (the “Securities Act”) governs the
withdrawal of a Securities Act registration statement. The rule provides that if a
registrant applies for withdrawal in anticipation of reliance on the registered-to-private
safe harbor from integration of Securities Act Rule 155(c), the registrant must state in the
application that it may undertake a subsequent private offering in reliance on Securities
Act Rule 155(c). This statement may not discuss any terms of the private offering.
Absent this statement, the Commission would not be able to monitor issuers’ reliance on
and compliance with Securities Act Rule 155(c).
2.

Purpose and Use of the Information Collection

Securities Act Rule 477 provides automatic effectiveness for any application to
withdraw an entire registration statement before it becomes effective unless the
Commission objects within 15 days after the issuer files that application.
3.

Consideration Given to Information Technology

Securities Act Rule 477 submissions are filed using the Electronic Data
Gathering, Analysis and Retrieval System (EDGAR).
4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially
duplicate the requirements of Rule 477.
5.

Reducing the Burden on Small Entities

Securities Act Rule 477 applies equally to all registrants, including small business
entities.
6.

Consequences of Not Conducting Collection

Securities Act Rule 477 requires registrants to submit information only when
withdrawing registration statements.

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7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No public comments were received during the 60-day comment period prior to
OMB’s review of this submission.
9.

Payment or Gift to Respondents
No payment or gift to respondents.

10.

Confidentiality
Submissions made under Securities Act Rule 477 are not confidential.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection does not collect
personally identifiable information (PII). The agency has determined that a system of
records notice (SORN) and privacy impact assessment (PIA) are not required in
connection with the collection of information.
12.

Estimate of Respondents Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Securities Act Rule 477 takes approximately one hour per response to comply with the
collection of information requirements and is filed by 327 respondents. We derived our
burden hour estimates by estimating the average number of hours it would take an issuer
to compile the necessary information and data, prepare and review disclosure, file
documents and retain records. In connection with rule amendments to the information
collection, we occasionally receive PRA estimates from public commenters about
incremental burdens that are used in our burden estimates. We believe that the actual
burdens will likely vary among individual issuers based on the nature of their operations.
We further estimate that 100% of the collection of information burden is carried by the
issuer internally. Based on our estimates, we calculated the total reporting burden to be
327 hours (1 hour per response x 327 responses). For administrative convenience, the
presentation of the totals related to the paperwork burden hours have been rounded to the
nearest whole number.

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13.

Estimate of Total Annualized Cost Burden

We estimate that the issuer will prepare 100% of the 327 total reporting burden
hours and there is no additional cost associated with the information collection.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to $102 million in fiscal year 2018, based
on the Commission’s computation of the value of staff time devoted to this activity and
related overhead.
15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
The information collection does not employ statistical methods.

17.

Approval to Omit OMB Expiration Date
The Commission is not seeking approval to omit the expiration date.

18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.