Form S-3 - Registration Statement

Forms and Documents

Document Name	Status
Form SEC-1379 Form S-3 - Registration Statement Form and Instruction	Modified
Rules 3-10_3-16 Adopting Release.SupportingStatement.Final.11-22-2021.pdf Supporting Statement A	2021-11-22
February 5, 2020 EDAGR PIA.pdf Supplementary Document	2021-11-22

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: 202111-3235-013
Status: Received in OIRA	Previous ICR Reference No: 202108-3235-020
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: 12/03/2021
Date Submitted to OIRA: 12/02/2021

	Requested	Previously Approved
Expiration Date	6 Months From Approved	11/30/2024
Responses	1,651	1,647
Time Burden (Hours)	192,530	192,460
Cost Burden (Dollars)	234,859,580	234,775,580

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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 initially estimated that the collection of information burden for Form S-3 would be imposed through the forms that are incorporated by reference into Form S-3. After further consideration of the amendments during the final rule stage, the Commission has determined that the collection burden for Forms S-3 should be included in this form.

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Authorizing Statute(s): US Code: 15 USC 78w(a), 78mm Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 77c, 77f, 77g, 77h, 77j, Name of Law: Securities Act of 1933
   US Code: 15 USC 77s(a), 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
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM12	Final or interim final rulemaking	85 FR 21940	04/20/2020

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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-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	1,651	1,647	0	4	0	0
Annual Time Burden (Hours)	192,530	192,460	0	70	0	0
Annual Cost Burden (Dollars)	234,859,580	234,775,580	0	84,000	0	0

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 amendments to the Regulation S-X financial disclosure requirements are applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The amendments are intended to both improve the quality of disclosure and increase the likelihood that issuers will conduct credit enhanced debt offerings on a registered basis. The amendments clarify, consolidate, relocate and eliminate some disclosures of the credit enhancement requirements. The amendments focus on material information regarding guarantees and other credit enhancements, and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities in unregistered offerings. All together, the Commission believes these effects will facilitate more registered offerings of guaranteed and collateralized debt securities, thereby affording investors protection they may not otherwise have had in debt offerings conducted in the private markets. For purposes of the Paperwork Reduction Act, the Commission estimates that the final amendments will result in four additional filings of Form S-3, as well as a net increase of 70 burden hours and a net increase of $84,000 in the cost burden of the form.

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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: 12/02/2021

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