Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
Rule10b5-1 Supporting Statement.Final.pdf	Supporting Statement A	Uploaded 2023-02-10	Repair queued
February 5, 2020 EDGAR PIA.pdf	Supplementary Document	Uploaded 2023-02-10	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
34157	Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)		Modified

ICR Details

OMB Control No: 3235-0057	ICR Reference No: 202302-3235-011
Status: Historical Inactive	Previous ICR Reference No: 202212-3235-021
Agency/Subagency: SEC	Agency Tracking No: CF 270-057
Title: Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Comment filed on proposed rule and continue	Conclusion Date: 03/15/2023
Retrieve Notice of Action (NOA)	Date Received in OIRA: 02/10/2023
Terms of Clearance: Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	01/31/2026	36 Months From Approved	01/31/2026
Responses	569	0	569
Time Burden (Hours)	55,118	0	55,118
Cost Burden (Dollars)	7,350,144	0	7,350,144

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Abstract: Schedule 14C is filed by issuers of securities that are registered under Section 12 of the Securities Exchange Act of 1934 in connection with a consent solicitation.

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Authorizing Statute(s): US Code: 15 USC 77s(a), 77z-3 Name of Law: Securities Act of 1933
   US Code: 15 USC 77c(b), 77f, 77g, 77j, 77q Name of Law: Securities Act of 1933
   US Code: 15 USC 78c, 78i, 78j, 78l, 78m, 78n Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78o(d), 78t-1, 78u, 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78mm Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 80a-8, 80a-20(a), 80a-24(a) Name of Law: Investment Company Act of 1940
   US Code: 15 USC 80a-29, 80a-37 Name of Law: Investment Company Act of 1940
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM86	Proposed rulemaking	87 FR 8686	02/15/2022

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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

table that charts list of burden

IC Title	Form No.	Form Name
Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)

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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 amendments would require companies to make two new disclosures in Schedule 14C: (1) whether the company has adopted (and if not, why) insider trading policies and procedures governing the purchase, sale, and other dispositions of the registrant’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the company; and (2) their policies and practices governing stock option awards as well as tabular disclosure showing any award granted during the fiscal year that was made within 14 days of the release of material nonpublic information. For purposes of the Paperwork Reduction Act, the Commission estimates that the proposed amendments will result in an increase of approximately 5,548 burden hours and an increase of approximately $739,700 in the cost burden for Schedule 14C.

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Annual Cost to Federal Government: $125,800,170

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: 02/10/2023

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