Rule 12d1-3.SS.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR RULE 12d1-3

A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Rule 12d1-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) is
one of a series of regulations that sets forth the procedures to be followed in the process
of listing securities for trading on a national securities exchange. The rule requires the
governing committee or other corresponding authority of the exchange to certify to the
Commission that a particular class of an issuer’s securities has been approved for listing
by the exchange. The certification provided to the Commission must contain the
following information: (1) the approval of the exchange for listing and registration; (2)
the title of the security so approved; (3) the date of filing with the exchange of the
application for registration and of any amendments thereto; and (4) any conditions
imposed on such certification. The certification process works in conjunction with the
Commission’s review of the issuer’s registration under Section 12 of the Exchange Act in
order that the issuer’s Exchange Act registration statement may be declared effective by
the Commission at the same time that the class of securities in question is approved for
listing on a national securities exchange.
2.

Purpose and Use of the Information Collection

Certifications pursuant to Rule 12d1-3 are filed with the Commission by national
securities exchanges. The certification notifies the Commission’s staff that the class of
securities covered by the certification has been approved for listing on an exchange and
indicates any conditions imposed on the listing.
3.

Consideration Given to Information Technology

The Commission will consider whether to collect information required by Rule
12d1-3 electronically as a part of the EDGAR system. The EDGAR system is designed
to reduce both the time and expense of companies and individuals required to submit
information to the Commission.
4.

Duplication of Information

Duplication does not occur, since the specific information required by Rule 12d13 regarding (certification that a security has been approved by an exchange for listing) is
not required by any other rule administered by the Commission.

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5.

Reducing the Burden on Small Entities

The national securities exchange filing certifications under Rule 12d1-3 are not
small businesses.
6.

Consequences of Not Conducting Collection

The legislative intent for this information collection could not be met by fewer
collections.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

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

Payment or Gift to Respondents
No payment or gift to respondents.

10.

Confidentiality
All documents filed with the Commission are public documents.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection does not collect
personally identifiable information (PII). The agency has determined that a system of
records notice (SORN) and privacy impact assessment (PIA) are not required in
connection with the collection of information.
12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Rule 12d1-3 takes approximately one-half hours per response to provide the information
required under Rule12d1-3 and is filed by 688 respondents. 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
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

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companies based on the size and complexity of their organization and the nature of their
operations. We further estimate that 100% of the collection of information is prepared by
issuer. Based on our estimates, we calculated the total reporting burden to be 344 hours
(0.5 hours per response x 688 responses). The estimated burden hours are made solely
for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden

We estimate that there is no cost associated with this information collection
because 100% of the burden is prepared by the issuer.
14.

Costs to Federal Government

SEC staff does not review or take any action on Rule 12d1-3, and therefore there
is no cost to the SEC in connection with the distribution or processing of the
Rule 12d1-3.
15.

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

16.

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

17.

Approval to Omit Expiration Date
The Commission is not seeking approval to omit the expiration date.

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.