Form S-4 - Registration Statement

Forms and Documents

Document Name	Status
Form SEC 2077 Form S-4 - Registration Statement Form and Instruction	Modified
Guide 3 Proposing.Final SS.pdf Supporting Statement A	2020-11-09
February 5, 2020 EDAGR PIA.pdf Supplementary Document	2020-10-29

IC Document Collections

IC ID	Document Title	Status
34843	Form S-4 - Registration Statement Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0324	ICR Reference No: 202010-3235-026
Status: Historical Inactive	Previous ICR Reference No: 201911-3235-029
Agency/Subagency: SEC	Agency Tracking No: CF 270-287
Title: Form S-4 - Registration Statement
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Comment filed on proposed rule and continue	Conclusion Date: 12/16/2020
	Date Received in OIRA: 11/10/2020
Terms of Clearance: OMB files this comment in accordance with 5 CFR 1320.11(c). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	10/31/2022	36 Months From Approved	10/31/2022
Responses	551	0	551
Time Burden (Hours)	562,465	0	562,465
Cost Burden (Dollars)	677,378,579	0	677,378,579

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Abstract: Form S-4 is the form used for registration under the Securities Act of 1933 of securities issued in business combination transactions.

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Authorizing Statute(s): US Code: 15 USC 77c(b), 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 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

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AL79	Proposed rulemaking	84 FR 52936	10/03/2019

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Form S-4 - Registration Statement	SEC 2077	Form S-4 - Registration Statement

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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 proposed amendments would revise the statistical disclosures for banking registrants by updating and codifying certain Guide 3 disclosures and eliminate other Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted Accounting Principles, or International Financial Reporting Standards. In addition, the proposed rules would relocate the codified disclosures to a new subpart of Regulation S-K and rescind Guide 3. We anticipate that the proposed amendments would result in a small increase in the required disclosure and the related burdens and costs for these registrants to prepare and review the collections of information. For purposes of the Paperwork Reduction Act, we estimate that the proposed amendments would result in a net increase of 47 burden hours and a net increase in the cost burden of $55,800 for the services of outside professionals on Form S-4.

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Annual Cost to Federal Government: $103,479,690

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

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Common Form ICR:  No

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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: 11/10/2020

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