Form S-3 - Registration Statement

Forms and Documents

Document Name	Status
Form SEC-1379 Form S-3 - Registration Statement Form and Instruction	Modified
PRA supporting statement.Final.pdf Supporting Statement A	2021-02-01
February 5, 2020 EDAGR PIA.pdf Supplementary Document	2021-02-01

IC Document Collections

IC ID	Document Title	Status
34287	Form S-3 - Registration Statement Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0073	ICR Reference No: 202102-3235-001
Status: Received in OIRA	Previous ICR Reference No: 201911-3235-025
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: Emergency	Approval Requested By: 03/31/2021
Date Submitted to OIRA: 02/03/2021

	Requested	Previously Approved
Expiration Date	6 Months From Approved	07/31/2022
Responses	1,647	1,657
Time Burden (Hours)	192,460	193,626
Cost Burden (Dollars)	234,775,580	236,198,036

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Abstract: Form S-3 under the Securities Act is the short form registration statement used by domestic issuers to register offerings of their securities.

Emergency Justfication: The Commission did not originally propose amendments to Form S-1 and Form S-3. After considering public comments submitted in response to a request for comment in the proposing release, the Commission included amendments to these forms in the adopting release. In doing so, the Commission determined that re-proposing amendments to these forms was unnecessary before adopting these amendments, in view of the scope of the request for comment in the proposing release and the nature and scope of the amendments to these forms. See Attachments.

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Authorizing Statute(s): US Code: 15 USC 77f, 77g, 77h, 77j, 77s, 77z-3 Name of Law: Securities Act of 1933
   US Code: 15 USC 778c, 78d, 78j, 78l, 78m, 78n Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78q, 78w, 78ll, 78mm Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 80a-6, 80a-8, 80a-20, 80a-23, Name of Law: Investment Company Act of 1940
   US Code: 15 USC 80a-24, 80a-30, 80a-31, 80a-38 Name of Law: Investment Company Act of 1940
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM31	Final or interim final rulemaking	85 FR 33290	06/06/2020

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? Yes

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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

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ICR Summary of Burden

	Total Request	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	1,647	1,657	0	-10	0	0
Annual Time Burden (Hours)	192,460	193,626	0	-1,166	0	0
Annual Cost Burden (Dollars)	234,775,580	236,198,036	0	-1,422,456	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 in Release No. 33-10771 (IC-33836) will, among other things, permit issuers of “exchange-traded vehicle securities” to elect to register offerings of an indeterminate number of such securities and pay registration fees for these offerings on an annual net basis. We anticipate that the amendments will increase the paperwork burden for registration statements on Form S-3 for these offerings due to the requirement to calculate and pay registration fees on an annual net basis. We also anticipate that these amendments will result in a decrease in the number of registration statements on Form S-3 filed by these issuers, such that, overall, the amendments will reduce the paperwork burdens associated with this form. For purposes of the PRA, we estimate that, for Form S-3, the amendments will result in a net decrease of 1,166 burden hours and a net decrease in the cost burden of $1,422,456 for the services of outside professionals.

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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: 02/03/2021

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