Form S-4.SS.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION FORM S-4

A.

JUSTIFICATION
1.

Circumstance Making the Collection of Information Necessary

Form S-4 is a form used for registration under the Securities Act of 1933 of
securities to be issued in connection with following: (1) transactions specified in
Securities Act Rule 145(a) (these transactions include certain reclassifications, mergers,
consolidations, and transfers of assets requiring a vote of or consent by security holders;
(2) mergers in which the applicable state law would not require the solicitation of the
votes or consents of all of the security holders of the company being acquired; (3)
exchange offers for the securities of the issuer or another entity; (4) public reoffers or
resales of any such securities acquired pursuant to the Form S-4; and (5) more than one of
the above listed transactions registered on one registration statement.
2.

Purpose and Use of the Information Collection

The information to be collected is intended to ensure the adequacy of information
available to investors in connection with business combination transactions.
3.

Consideration Given to Information Technology

The Form S-4 is required to be filed electronically through the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information
There is no other public source for this information.

5.

Reducing the Burden on Small Entities

The Commission has promulgated scaled disclosure requirements for smaller
reporting companies that are designed to reduce their compliance costs. These scaled
disclosure requirements are available to smaller companies that are required to file
Form S-4.
6.

Consequences of Not Conducting Collection
The objectives of the Securities Act would not be met.

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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 extension request.
9.

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

10.

Confidentiality
Form S-4 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 a 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-4

3235-0324

588

561,671

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form S-4 takes approximately 3,820.89 hours per response to comply with the collection
of information requirements and is filed by 588 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

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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 registrant internally and that 75% of the
burden of preparation is carried by outside professionals retained by the company. Based
on our estimate, we calculated the total reporting burden to be 561,671 hours ((25% x
3,820.89 hours per response) x 588 responses). For administrative convenience, the
presentation of the total related to the paperwork burden hours has been rounded to the
nearest whole number. The estimated burden hours is made solely for the purpose of the
Paperwork Reduction Act.
13.

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

OMB Control
Number

Number of
Responses

Burden
Hours

Form S-4

3235-0324

588

$1,011,007,494

We estimate that 75% of the 3,820.89 hours per response (2,865.6675 hours) is
prepared by outside counsel. We estimate it will cost approximately $600 per hour ($600
per hour x 2,865.6675 hours per response x 588 responses) for a total annual cost burden
of $1,011,007,494. We estimate an hourly cost of $600 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 presentation of the total related to the paperwork cost
burden has been rounded to the nearest dollar. The cost 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.

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15.

Reason for Change in Burden
Change In Burden
Information
Collection
Title

OMB Control
Number

Cost per
Hour

Cost Burden
Adjustment

Form S-4

3235-0324

$600

$334,581,715

The increase in cost burden of $334,581,715 is due an adjustment in how the cost
burden is calculated. 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 $600 per hour. We are
increasing the cost estimate to $600 per hour to adjust the estimate for inflation from
August 2006 to the present.
16.

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

17.

Approval to Omit 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 submission.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.