Private Transaction - Rule 13e-3 (Schedule 13E-3) under the Securities Exchange Act of 1934

Forms and Documents

Document Name	Status
Filing Fee Proposed Release PRA Supporting Statement.Final.01-30-2022.pdf Supporting Statement A	2022-01-31
February 5, 2020 EDAGR PIA.pdf Supplementary Document	2022-01-27

IC Document Collections

IC ID	Document Title	Status
34030	Private Transaction - Rule 13e-3 (Schedule 13E-3) under the Securities Exchange Act of 1934	Modified

ICR Details

OMB Control No: 3235-0007	ICR Reference No: 202201-3235-027
Status: Received in OIRA	Previous ICR Reference No: 202010-3235-009
Agency/Subagency: SEC	Agency Tracking No: CF 270-001
Title: Private Transaction - Rule 13e-3 (Schedule 13E-3) under the Securities Exchange Act of 1934
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 01/31/2022

	Requested	Previously Approved
Expiration Date	36 Months From Approved	12/31/2023
Responses	77	77
Time Burden (Hours)	2,670	2,646
Cost Burden (Dollars)	3,203,048	3,174,248

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Abstract: Schedule 13E-3 provides shareholders and the marketplace with information concerning going private transactions that is important in determining how to respond to such transactions.

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Authorizing Statute(s): US Code: 15 USC 78c, 78l, 78m, 78o(d), 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78ll Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 80a-8, 80a-24, 80a-29, 80a-37 Name of Law: Investment Company Act of 1940
   US Code: 15 USC 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AL96	Proposed rulemaking	84 FR 71580	12/27/2019

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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
Private Transaction - Rule 13e-3 (Schedule 13E-3) under the Securities Exchange Act of 1934

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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	77	77	0	0	0	0
Annual Time Burden (Hours)	2,670	2,646	0	24	0	0
Annual Cost Burden (Dollars)	3,203,048	3,174,248	0	28,800	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 proposed rule amendments would modernize filing fee disclosure and payment methods. The proposed amendments would revise most fee-bearing forms, schedules, statements, and related rules to require each fee table and accompanying disclosure to include all required information for fee calculation in a structured format using Inline XBRL. The proposed amendments also would add the option for fee payment via ACH and eliminate the option for fee payment via paper checks and money orders. Finally, the proposed amendments also would make other fee-related revisions. The Commission anticipates that the amendments would, in the aggregate, increase the burdens and costs on affected entities due to changes in fee calculation disclosure requirements and the new requirement to structure fee-related information. For purposes of the PRA, the Commission estimates that, for Schedule 13E-3, the proposed amendments would result in an increase of 24 burden hours and an increase in the cost burden of $28,800 for the services of outside professionals.

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Annual Cost to Federal Government: $119,447,840

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: 01/31/2022

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