Harmonization adopting release - PRA Supporting Statement.Final

Harmonization adopting release - PRA Supporting Statement.Final.pdf

Regulation D (Form D)

OMB: 3235-0076

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SUPPORTING STATEMENT FOR AMENDMENTS TO THE RULES RELATING TO
FACILITATING CAPITAL FORMATION AND EXPANDING INVESTMENT
OPPORTUNITIES BY IMPROVING ACCESS TO CAPITAL IN PRIVATE MARKETS
This supporting statement is part of a submission under the Paperwork Reduction Act of
1995, 44 U.S.C. §3501, et seq.
A.

JUSTIFICATION
1. CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY

In Release No. 33-10884,1 the Commission adopted amendments to simplify, harmonize,
and improve certain aspects of the exempt offering framework to promote capital formation
while preserving or enhancing important investor protections. The amendments generally retain
the current exempt offering structure and reduce potential friction points identified by
commenters, which together are intended to facilitate capital formation while preserving and in
some cases enhancing investor protections. More specifically, the amendments:
 Address the ability of issuers to move from one exemption to another;
 set clear and consistent rules governing offering communications between investors and
issuers;
 Address potential gaps and inconsistencies in Commission rules relating to offering and
investment limits; and
 Harmonize certain disclosure requirements and bad actor disqualification provisions.
The amendments contain “collection of information” requirements within the meaning of
the Paperwork Reduction Act of 1995 (“PRA”). The titles of the collections of information
impacted by the amendments are:2
 “Regulation A (Form 1-A)” (OMB Control No. 3235-0286);
 “Form D” (OMB Control No. 3235–0076); and
 “Form C” (OMB Control No. 3235-0716).

1

Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in
Private Markets, Release No. 33-10884 (Nov. 2, 2020), a copy of which is attached.

2

The amendments also revise the confidential information standard used in our exhibit filing requirements to
provide that information may be redacted if it is both not material and the type that the registrant treats as
private or confidential. A number of collections of information could be affected by this amendment, including
Form 10-K (OMB Control No. 3235-0063), Form 10-Q (OMB Control No. 3235-0070), Form 8-K (OMB
Control No. 3235-0060), Form S-1 (OMB Control No. 3235-0065), and Form 10 (OMB Control No. 32350064); as well as Form S-6 (OMB Control No. 3235-0184); Form N-14 (OMB Control No. 3235-0336); Form
20-F (OMB Control No. 3235-0288); Form F-1 (OMB Control No. 3235-0258); Form N-1A (OMB Control No.
3235-0307); Form N-2 (OMB Control No. 3235-0026); Form N-3 (OMB Control No. 3235-0316); Form N-4
(OMB Control No. 3235-0318); Form N-5 (OMB Control. No. 3235-0169); Form N-6 (OMB Control No.
3235-0503); and Form N-8B-2 (OMB Control No. 3235-0186). We believe that the standard does not change
the paperwork burden associated with these collections of information because the revised standard will be
applied in similar circumstances and in a similar way as the current standard .

We are combining the existing collections of information for Rule 504(b)(3), Rule
506(e), and Form D in a collection of information that covers all of the PRA compliance burdens
for Regulation D. For administrative convenience and because the form itself is not changing,
we intend to use the OMB Control Number for existing Form D for the combined collection of
information and rename that existing collection of information “Regulation D (Form D)”.
2. PURPOSE AND USE OF THE INFORMATION COLLECTION
The regulations and forms listed above were adopted under the Securities Act and set
forth filing and disclosure requirements associated with exempt offerings. The filing and
disclosure requirements are intended to help investors make informed investment decisions by
ensuring the adequacy of information available to investors and providing empirical data on the
use of the exemptions.
The purpose of the amendments is to address gaps and complexities in the exempt offering
framework and help provide viable alternatives to the dominant capital raising tools, such as
offerings to accredited investors under Rule 506(b) of Regulation D, benefiting issuers and
investors by creating an offering framework that is more consistent, transparent, and
manageable, and that reflects the evolving capital needs of our markets.
3. CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY
The collection of information requirements of the amendments are set forth in Regulation
A (Form 1-A), Regulation D (Form D), and Form C. The information required by these rules is
either not filed or filed electronically with the Commission using the Commission’s Electronic
Data Gathering, Analysis, and Retrieval (EDGAR) system.
4. DUPLICATION OF INFORMATION
We believe that the amendments do not duplicate, overlap, or conflict with other federal
rules.
5. REDUCING THE BURDEN ON SMALL ENTITIES
The amendments affect issuers that are small entities, however the amendments are
expected to promote capital formation through exempt offerings and create additional flexibility
for all issuers. Because the amendments affect all issuers conducting offerings exempt from
registration under the Securities Act, which includes companies not subject to ongoing reporting
obligations under the Exchange Act, Regulation A, or Regulation Crowdfunding, it is difficult to
estimate the number of small entities that are eligible to rely on the amendments .
Many of the amendments are expected to be of greatest benefit to the capital raising
efforts of small entities that may lack existing external funding and appear to face the greatest
constraints in obtaining external financing. Examples of this include: amendments to integration
principles that are intended to facilitate multiple offerings, including offerings with general
solicitation; amendments expanding investment limits and issuer eligibility under Regulation
Crowdfunding; amendments tailoring the financial statement disclosure requirements for non2

accredited investor sales under Rule 506(b); and amendments expanding the offering limits for
Regulation Crowdfunding, Rule 504, and Regulation A. In addition, certain of the amended
exemptions, such as to Regulation Crowdfunding and Rule 504, have eligibility requirements
and other restrictions that increase the likelihood that such rules will be relied upon by small
businesses that are seeking to raise relatively small amounts of capital without incurring the costs
of conducting a registered offering. We acknowledge that any costs of the amendments borne by
the affected entities, such as those related to compliance with the amendments, or the
implementation or restructuring of internal systems needed to adjust to the amendments, could
have a proportionally greater effect on small entities, as they may be less able to bear such costs
relative to larger entities.
6. CONSEQUENCES OF NOT CONDUCTING COLLECTION
The regulations and forms listed above set forth filing and disclosure requirements
associated with exempt offerings to help investors make informed investment decisions. Failure
to conduct these collections of information would reduce the information available to investors to
make these decisions.
7. SPECIAL CIRCUMSTANCES
There are no special circumstances in connection with these amendments.
8. CONSULTATIONS WITH PERSONS OUTSIDE THE AGENCY
The rule amendments are part of an evaluation of the Commission’s exempt offering
framework. On June 18, 2019, the Commission issued a concept release that solicited public
comment on possible ways to simplify, harmonize, and improve the exempt offering framework
under the Securities Act to promote capital formation and expand investment opportunities while
maintaining appropriate investor protections.3 On March 4, 2020, the Commission proposed the
amendments and requested comment on its proposals to improve the exempt offering framework
as well as specific provisions of the existing exemptions. 4 In addition, the Commission receives
input on small business issues from other market committees, such as the SEC Small Business
Capital Formation Advisory Committee, and the SEC Government-Business Forum on Small
Business Capital Formation.5
9. PAYMENT OR GIFT TO RESPONDENTS
3

Concept Release on Harmonization of Securities Offering Exemptions, Release No. 33-10649 (June 18, 2019)
[84 FR 30460 (June 26, 2019)] (“Concept Release”).

4

Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in
Private Markets, Release No. 33-10763 (Mar. 4, 2020) [85 FR 17956 (Mar. 31, 2020)].

5

See, e.g., Recommendation of the SEC Small Business Capital Formation Advisory Committee regarding the
exemptive offering framework (Dec. 13, 2019), available at
https://www.sec.gov/spotlight/sbcfac/recommendation-harmonization-general-principles.pdf; and Report of the
2019 SEC Government-Business Forum on Small Business Capital Formation (Dec. 2019), available at
https://www.sec.gov/files/small-business-forum-report-2019.pdf.

3

No payment or gift has been provided to any respondents.
10. CONFIDENTIALITY
Documents submitted to the Commission are available to the public. However, Rule
251(e) (§ 230.251(e)) of Regulation A allows for requests for confidential treatment to be made
under existing Rule 406 (§ 230.406) for information required to be filed with the Commission
and existing Rule 83 (§ 230.86) for information not required to be filed with the Commission.
Rule 252(d) (§ 230.252(d)) also allows for a draft Form 1-A to be submitted for non-public
review by the Commission’s staff.
11. SENSITIVE QUESTIONS
No information of a sensitive nature will be required under these amendments. These
information collections collect basic Personally Identifiable Information (PII) that may include a
name and job title. However, the agency has determined that these information collections do
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 February 5, 2020, is
provided as a supplemental document and is also available at https://www.sec.gov/privacy.
12. /13. ESTIMATES OF HOUR AND COST BURDENS
The estimated burden hours and cost burden are made solely for the purposes of the
Paperwork Reduction Act and represent the average burden for all issuers. The cost burden is
not derived from a comprehensive or even a representative survey of the costs of Commission
rules and forms.

4

PRA Table 1 summarizes the estimated effects of the amendments on the paperwork
burdens associated with the affected collections of information.
PRA Table 1. Estimated Paperwork Burden Effects of the Amendments
Amendments and Effects
Regulation D:
 Revise and rename the existing Form D collection of
information to provide a new collection of information to
encompass disclosure required by Regulation D, including
the following:
o Form D;
o Financial statement and non-financial statement
information and delivery requirements, including the
requirement to provide the purchaser with generic
solicitation of interest materials (Rule 502(b)); and
o Felon and bad actor disclosure requirements (Rules
504(b)(3)) and 506(e).

Affected Collections of
Information

Estimated Net Effect

 Regulation D (including
Form D, Rule 502(b), Rule
504(b)(3), and Rule 506(e))

 5 hour compliance burden per
response to the combined new
collection of information

 Regulation A (Form 1-A)

 2 hour net decrease in
compliance burden per form

Regulation A:
 Requiring the filing of generic solicitation of interest
materials. Estimated burden increase: 0.5 hours per form.
 Simplifying compliance with Regulation A by conforming
certain requirements with similar requirements for
registered offerings (including permitting the redaction of
confidential information in certain exhibits; permitting
incorporation by reference of financial statements in the
offering circular; and simplifying the requirements for
making non-public documents available to the public on
EDGAR). Estimated burden decrease: 2.5 hours per form.

 25 additional responses

 We believe that increasing the offering limits under
Regulation A will not affect the burden estimate per form,
but we estimate that the increase in offering limit would
increase the number of filings on Form 1-A by 25.
Regulation Crowdfunding:
 Requiring the filing of generic solicitation of interest
materials and solicitations of interest under Rule 206; and
requiring disclosure about a co-issuer on Form C when an
SPV is used. Estimated burden increase: 1 hour per form.

 Form C

 We believe that increasing the offering limits under
Regulation Crowdfunding will not affect the burden
estimate per form, but we estimate that the increase in the
offering limit will increase the number of filings on Form
C by 55.

 1 hour net increase in
compliance burden per form
 55 additional responses

Although we estimate that the amendments to Regulation D will not have a net effect on
the current burdens relating to Regulation D, we are changing how we allocate those burdens to
an information collection for PRA purposes. In particular, the amendments establish a single
5

collection of information for Regulation D (Form D) to encompass all of the associated
paperwork burdens. The estimates for this new collection of information include the existing
burdens associated with Form D, Rule 504(b)(3), and Rule 506(e), as well as other burdens
resulting from the implementation of Regulation D. As a result, the new collection of
information for Regulation D (Form D) reflects an increase from the aggregated burdens for the
existing Form D, Rule 504(b)(3), and Rule 506(e) collections of information.6
We estimate for purposes of the PRA that the changes to Regulation A described in PRA
Table 1 will result in a net decrease in compliance burden of 2 hours per form. However, we
also estimate 25 additional respondents. Although it is not possible to predict with any degree of
certainty the increase in the number of Regulation A offerings following the amendments, we
estimate for purposes of the PRA an approximate 20 percent increase in the number of new
Regulation A offerings (from 125 filings in 2019) resulting in 25 additional respondents. It is
possible that the increase in the offering limit may also increase the number of Form 1-K, Form
1-SA, Form 1-U, and Form 1-Z filings. However, due to uncertainties regarding whether any
increase in Tier 2 offerings would be conducted by Exchange Act reporting companies, we are
not increasing the number of responses for the associated collections of information at this time.
We estimate for purposes of the PRA that the changes to Regulation Crowdfunding
described in PRA Table 1 will result in a net increase in compliance burden of 1 hour per form.
We also estimate 55 additional respondents. Although it is not possible to predict with any
degree of certainty the increase in the number of Regulation Crowdfunding offerings following
the amendments, we estimate for purposes of the PRA an approximate 10 percent increase in the
number of new Regulation Crowdfunding offerings (as applied to the 552 offerings in the second
full year since effectiveness of the rules) resulting in 55 additional respondents.
We do not believe that the amendments with respect to the use of general solicitation in
exempt offerings, integration of offerings, harmonization of bad actor disqualification provisions
in Regulation A and Regulation Crowdfunding with those in Regulation D, excluding Exchange
Act registrants that are delinquent filers from relying on Regulation A, or increasing the
investment limits under Regulation Crowdfunding will modify the number of new filings or the
burdens for those filings in a way that we can calculate.
Below we estimate the incremental and aggregate changes in paperwork burden as a
result of the amendments. These estimates represent the average burden for all issuers, both
large and small. In deriving our estimates, we recognize that the burdens will likely vary among
individual issuers based on a number of factors, including the nature of their business. We
believe that the amendments will change the frequency of responses to the existing collections of
information and the burden per response.

6

See PRA Tables 6 and 7 below. We are including in the Regulation D (Form D) collection of information a
burden for the financial statement and non-financial statement information and delivery requirements in Rule
502(b), however, we estimate this burden to be limited and is included in the additional 1 hour that is being
added to Form D to account for the burdens from Rule 504(b)(3) and Rule 506(e). We believe the burden
generally relates to the compiling and formatting of information already prepared and available to the issuer,
such as providing additional copies of existing financial information in an issuer’s offering materials.

6

The burden estimates were calculated by adding the estimated additional responses to the
existing estimated responses and multiplying the estimated number of responses by the estimated
average amount of time it takes an issuer to prepare and review disclosure required under the
amendments. For purposes of the PRA, the burden is to be allocated between internal burden
hours and outside professional costs. PRA Table 27 sets forth the percentage estimates we
typically use for the burden allocation for each collection of information and the estimated
burden allocation for the collection of information for Regulation D (Form D). We also estimate
that the average cost of retaining outside professionals is $400 per hour. 8
PRA Table 2. Estimated Burden Allocation for Specified Collections of Information
Collection of Information

Internal

Outside Professionals

Form 1-A, Form C

75%

25%

Regulation D (Form D)

25%

75%

PRA Table 39 illustrates the incremental change to the total annual compliance burden of
affected forms, in hours and in costs, as a result of the amendments’ estimated effect on the
paperwork burden per response.
PRA Table 3. Calculation of the Incremental Change in Burden Estimates of Current
Responses Resulting from the Amendments
Collection of
Information

Number of
Estimated
Affected
Responses
(A)a10

Burden Hour
Affect per
Current
Affected
Response
(B)

Change in
Burden
Hours
(C)
= (A) x (B)

Change in
Company
Hours
(D)
= (C) x 0.75

Change in
Professional
Hours
(E)
= (C) x 0.25

Change in
Professional
Costs
(F)
= (E) x $400

Form 1-A
Form C

204
5,907

(2)
1

(408)
5907

(306)
4,430

(102)
1,477

($40,800)
$590,800

PRA Table 4 illustrates the incremental change to the total annual compliance burden of
affected forms, in hours and in costs, as a result of the amendments’ estimated effect on the
number of responses.
7

Here and in the tables below, we derived current estimated burdens and burden allocations for Regulation D
(Form D) using the estimates for Form D, Rule 504(b)(3), and Rule 506(e).

8

We recognize that the costs of retaining outside professionals may vary depending on the nature of the
professional services, but for purposes of this PRA analysis, we estimate that such costs would be an average of
$400 per hour. This estimate is based on consultations with registrants, law firms, and other persons who
regularly assist registrants in preparing and filing reports with the Commission.

9

The estimated reductions in Columns (C), (D) and (E) are rounded to the nearest whole number.

10

The number of estimated affected responses is based on the number of responses in the Commission’s current
OMB PRA filing inventory plus the number of additional responses we estimate as a result of the amendments
(25 responses for Regulation A (Form 1-A), and 55 responses for Form C). The OMB PRA filing inventory
represents a three-year average.

7

PRA Table 4. Calculation of the Change in Burden Estimates as a Result of Change in
Number of Responses Resulting from the Amendments
Current Burden
Collection of
Information

Form 1-A
Form C

Program Change

Current
Annual
Responses
(A)

Current
Burden
Hours
(B)

Current
Estimated
Cost Burden Additional
Responses
(C)
(D)

179
5,852

98,396
214,928

$13,111,912
$28,500,000

25
55

Change in
Company
Hours
(E)
= ((B)/(A))
x (D)
13,742
2,020

Change in
Professional
Costs
(F)
= ((C)/(A))
x (D)
$1,932,390
$267,857

PRA Table 5 summarizes the requested paperwork burden, including the estimated total
reporting burdens and costs, under the amendments. Column (D) of PRA Table 5 includes
additional responses estimated as a result of the amendments.
PRA Table 5. Requested Paperwork Burden under the Amendments
Current Burden
Collection of
Information

Current
Annual
Responses
(A)

Form 1-A
Form C

179
5,852

Current
Burden
Hours
(B)
98,396
214,928

Program Change

Requested Change in Burden

Current
Number
Cost Burden of
(C)
Affected
Responses
(D)

Change in
Company
Hours
(E)11

Change in
Professional
Costs
(F)12

Annual
Responses
(G)

$13,111,912
$28,500,000

13,436
6,450

$1,891,590
$858,657

204
5,907

204
5,907

Burden
Hours
(H) = (B)
+ (E)
111,832
221,378

Cost Burden
(I) = (C) + (F)

$15,003,502
$29,358,657

PRA Table 6 summarizes the current burden estimates for 3235-0746), 3235-0704); and
“Form D” (OMB Control No. 3235–0076).

11

From Column (D) in PRA Table 3 and Column (E) in PRA Table 4.

12

From Column (F) in PRA Table 3.

8

PRA Table 6. Existing Paperwork Burden for Form D 13 under Regulation D
Paperwork Burden
Collection of
Information

Annual Responses

Burden Hours

Cost Burden

Regulation D
Rule 504(b)(3)

808

880

$9,600

Regulation D
Rule 506(e)

19,908

22,108

$264,000

Form D

23,571

23,571

$28,285,200

PRA Table 7 summarizes the requested paperwork burden for the new Regulation D
(Form D) collection of information, which for administrative convenience will be provided under
the existing Form D OMB Control Number, including the estimated total reporting burdens and
costs, under the amendments. As discussed above, we estimate that there is no burden increase
or increase in the number of filings from the amendments. However, we are combining the
burdens from the existing Form D, Rule 504(b)(3), and Rule 506(e) collections of information as
well as the additional burden relating to Rule 502(b). 14 For purposes of the PRA, we estimate
that new Regulation D (Form D), which was formerly Form D, will entail a 5 hour compliance
burden per response with 23,571 annual responses (derived from the current 23,571 annual
responses for Form D). Compared to the existing Form D collection of information, this results
in an increase of 5,893 burden hours and an increase of $7,071,300 for the services of outside
professionals in the newly named and configured Regulation D collection of information.
PRA Table 7. Requested Paperwork Burden for Regulation D (Form D)
Current Burden
Collection of
Information
Regulation D
(Form D)

Current
Annual
Responses
(A)
23,571

Current
Burden
Hours
(B)
23,571

Current
Number of
Cost Burden Affected
(C)
Responses
(D)
$28,285,200 23,571

Program Change
Change in
Company
Hours
(E)
5,893

Change in
Professiona
l Costs
(F)
$7,071,300

Requested Change in Burden
Annual
Responses
(G)
23,571

Burden
Hours
(H) = (B)
+ (E)
29,463.75

Cost Burden
(I) = (C) + (F)
$35,356,500

13

At the time of the rule proposal, we relied on the then current estimate for the number of annual responses,
26,000. In extending the collection of information, the estimated annual responses was revised down to 23,571.
This supporting statement uses the current OMB inventory.

14

We expect the amendments providing an additional method to verify an investor’s accredited investor status and
increasing the offering limit under Rule 504 could lead to additional Rule 506(c) or Rule 504 offerings.
However, some of these offerings may be conducted by issuers switching from other Regulation D exemptions.
Additionally, some of the issuers conducting the additional Regulation A or Regulation Crowdfunding offerings
may be switching from Regulation D offerings. Because it is difficult to predict the net impact of the
amendments on the overall number of Regulation D responses, we are not adjusting the current estimate of
responses at this time.

9

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 $103,479,690 in fiscal year 2019, based on the Commission’s
computation of the value of staff time devoted to this activity and related overhead. 15
15.

REASON FOR CHANGE IN BURDEN

As explained in further detail in Items 1, 12 and 13 above, we expect that changes in burden
for Regulation A/Form 1-A, Regulation Crowdfunding/Form C, and Regulation D (Form D) will
result from the amendments . Together the amendments are intended to facilitate capital formation

while preserving and in some cases enhancing investor protections. Additionally, the changes in
burden for Regulation D (Form D) result from combining the burdens of the existing Form D,
Rule 504(b)(3), and Rule 506(e) collections of information as well as the other burdens resulting
from the implementation of Regulation D.
16.

INFORMATION COLLECTION PLANNED FOR STATISTICAL PURPOSES
The information collections do not employ statistical methods.

17.

APPROVAL TO OMIT OMB EXPIRATION DATE

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

15

The paperwork burdens for Regulation S-K that are imposed for Regulation S-K are imposed through the forms
that are subject to the requirements in these regulations and are reflected in the analysis of those forms. OMB
has discontinued the OMB Control Number for this regulation so that the PRA inventory would not reflect
duplicative burdens.

10

18.

EXCEPTIONS TO CERTIFICATION FOR PAPERWORK REDUCTION ACT
SUBMISSIONS
There are no exceptions for the Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collections do not employ statistical methods.

11

Regulation A (Form 1-A) Short Statement
The amendments simplify compliance with Regulation A by conforming certain
requirements with similar requirements for registered offerings (including permitting the
redaction of confidential information in certain exhibits; permitting incorporation by reference of
financial statements in the offering circular; and simplifying the requirements for making nonpublic documents available to the public on EDGAR). Additionally, the amendments require the
filing of generic solicitation of interest materials and increase the offering limit under Regulation
A. As a result of these amendments, we estimate that the impact will be an increase in the
number of filers and paperwork burden of affected entities. For purposes of the PRA, we
estimate that, for Regulation A (Form 1-A), the amendments will result in a net increase of 25
Form 1-A filings, a net increase of 13,436 burden hours, and a net increase of $1,891,590 in cost
burden for the services of outside professionals.

12

Form C Short Statement

The amendments: limit the types of securities offered, permit the use of certain special
purpose vehicles, require disclosure about co-issuers when such vehicles are used; permit the use
of generic and Regulation Crowdfunding-specific solicitation of interest materials and the filing
of such materials; increase the offering limit and investment limit; and harmonize bad actor
disqualification provisions with Regulation A and Regulation D. As a result of these
amendments, we estimate that the impact would be an increase in the number of filers and
paperwork burden of affected entities. For purposes of the PRA, we estimate that, for Form C,
the amendments will result in a net increase of 55 Form C filings, a net increase of 6,450 burden
hours, and a net increase of $858,657 in cost burden for the services of outside professionals.

13

Regulation D (Form D) Short Statement
The amendments revise the financial statement and non-financial information and
delivery requirements (including the requirement to provide the purchaser with generic
solicitation materials), provide an additional method to verify an investor’s accredited investor
status, and raise the offering limit under Rule 504. We estimate for purposes of the PRA that
there is no net effect on the current burden hours per response relating to Regulation D as a result
of the amendments.
However, we are establishing a single collection of information for Regulation D (Form
D) to encompass all of the associated paperwork burdens under Regulation D. The estimates for
this new collection of information include the existing burden estimated for Form D, Rule
504(b)(3), and Rule 506(e), as well as other burdens resulting from the implementation of
Regulation D. For purposes of the PRA, we estimate the new Regulation D (Form D) collection
of information to be 29,464 burden hours and $35,356,500 for the services of outside
professionals.

14


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