Form S-11.SS.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION FORM S-11

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Form S-11 is a specialized form under the Securities Act used for registration of
securities issued by real estate investment trusts, (as defined in Section 856 of the Internal
Revenue Code), or securities issued by issuers whose business is primarily that of
acquiring and holding for investment real estate or interests in real estate or interests in
other issuers whose business is primarily that of acquiring and holding real estate or
interests in real estate for investment.
2.

Purpose and Use of the Information Technology

The information to be collected is intended to ensure the adequacy of information
available to investors about the issuer.
3.

Consideration Given to Information Technology

Form S-11 is filed using the Commission’s Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) system.
4.

Duplication of Information

There is no other source for the information required to be disclosed on
Form S-11. The requirements for Form S-11 have been written taking into consideration
state securities laws and NASD requirements. As a result, respondents can use one
document to meet the requirements of these other agencies as well as ours, thereby
reducing the burden on the respondents.
5.

Reducing the Burden on Small Entities

Only small entities that choose to access the public securities markets, and do not
have an available exemption from registration, would be subject to the Securities Act
registration requirements. There are specific exemptions for small offerings.
6.

Consequences of Not Conducting Collection

Form S-11 requires disclosure of financial and other information so that investors
can make informed investment decisions.

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7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received on this request during the 60-day comment period
prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form S-11 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include name and job title. However,
the agency has determined that the information collection does 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.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form S-11

3235-0067

67

12,179

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form S11 takes approximately 727.1044776 hours per response to comply with the collection of
information requirements and is filed by 67 issuers. We derived our burden hour
estimates by estimating the average number of hours it would take an issuer to compile
the necessary information and data, prepare and review disclosure, file documents and

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retain records. In connection with rule amendments to the form, we occasionally receive
PRA estimates from public commenters about incremental burdens that are used in our
burden estimates. We believe that the actual burdens will likely vary among individual
issuers based on the nature of their operations. We further estimate that 25% of the
collection of information burden is carried by the issuer internally and that 75% of the
burden of preparation is carried by outside professionals retained by the company. Based
on our estimates, we calculated the total reporting burden to be 12,179 hours ((0.25% x
727.1044776) x 67 issuers). For administrative convenience, the paperwork burden hours
has been rounded to the nearest whole number. The burden estimate for the hours is
made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Cost
Burden

Form S-11

3235-0067

67

$14,883,368

We estimate that 75% of the 727.1044776 hours per response (545.3283582
hours) is prepared by outside counsel. We estimate it will cost approximately $407 per
hours ($407.3505759 x 545.3283582 hours per response x 67 responses) for a total
annual cost of $14,883,368. We estimate an hourly cost of $407 for outside legal and
accounting services used in connection with public company reporting. This estimate is
based on our consultations with registrants and professional firms who regularly assist
registrants in preparing and filing disclosure documents with the Commission. Our
estimates reflect average burdens, and therefore, some companies may experience costs
in excess of our estimates and some companies may experience costs that are lower than
our estimates. For administrative convenience, the paperwork cost burden has been
rounded to the nearest dollar. The cost burden estimate is made solely for the purpose of
the Paperwork Reduction Act.
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 approximately $125,800,170 in fiscal
year 2021, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

Reason for Change in Burden
There is no change in burden.

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16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs, because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.