3235-0328 Supporting Statement (2023 Proposed Partial Revision)

OMB # 3235-0328
SUPPORTING STATEMENT
For the Paperwork Reduction Act Information Collection Submission for Form ID
Proposed Partial Revision
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Regulation S-T (17 CFR Part 232) provides the general requirements and
procedures for electronic filings made through the Electronic Data Gathering, Analysis,
and Retrieval system (“EDGAR”). It further mandates that all domestic registrants,
foreign private issuers and foreign governments file their federal securities documents
electronically with the Commission. This includes registration statements under the
Securities Act of 1933, and registration statements, reports, and other documents under
the Securities Exchange Act of 1934 (“Exchange Act”). To facilitate filings with the
Commission in accord with the federal securities laws, the Commission developed
procedures and forms unique to EDGAR, including the Form ID application for EDGAR
access. The Commission may consider potential technical changes to the EDGAR filer
access and filer account management processes (“potential access changes”) that include
the addition of individual user account credentials as well as a filer management tool on
EDGAR through which filers would manage their EDGAR accounts. If the potential
access changes are implemented, the Commission anticipates that it would adopt
amendments to certain Commission rules and forms to reflect the potential access
changes, including Form ID. The potential access changes would include a filer
designating on Form ID which of its users would act as filer administrator(s) to manage
the filer’s EDGAR account, analogous to the contact person listed on Form ID who
currently receives access codes. The potential access changes would also include
additional data fields on Form ID related to authorized individuals. 1
Separately, the Commission may consider potential amendments to Form ID that
would result in a more uniform and secure process for EDGAR access by requiring
applicants that already have an identification number (Central Index Key or CIK) and no
longer have access to EDGAR to apply for access by submitting a new Form ID, rather

1

An “authorized individual” for purposes of Form ID notarization process includes, for
example, the Chief Executive Officer, Chief Financial Officer, partner, corporate
secretary, officer, director, or treasurer of a company filer; or for individual filers, the
individual filer or a person with a power of attorney from the individual filer. See
EDGAR Filer Manual, Volume I, at Section 3.

than by submitting a manual passphrase update request, as they do currently. 2 As part of
their Form ID application, these applicants would continue to provide additional
documentation as currently required by the EDGAR Filer Manual for manual passphrase
update requests. 3
2022 Proposed Rulemaking Affecting this OMB Control Number
In January 2022, the Commission proposed amendments to Regulation ATS, 4 as
well as to certain terms used in the statutory definition of “exchange” under Section
3(a)(1) of the Exchange Act. 5 In April 2023, the Commission provided supplemental
information and reopened the comment period for the 2022 Reg ATS Proposing
Release. 6 These proposed amendments would increase the number of respondents for the
collections of information in several rules, including this one. This revision only
increases the number of respondents, as described below, and does not otherwise revise
the collections of information in this OMB Control Number.
The Commission assumed in both the 2022 Reg ATS Proposing and 2023 Reg
ATS Reopening Releases that, under the proposed amendments, systems that would be
newly captured under the proposed definition of “exchange” will choose to register as
2

The manual passphrase update request is submitted by filers who do not possess access
codes for their existing EDGAR accounts when the contact email address on their
existing account is not accurate. (If the contact email address were accurate, they would
be able to receive a security token to allow them to regain access without engaging in the
manual passphrase update request process.)

3

See EDGAR Filer Manual, Volume I, at Section 4. See also Adoption of Updated
EDGAR Filer Manual, Release No. 33-10948 (Jun. 21, 2021) [86 FR 40308 (Jul. 28,
2021)].

4

“Regulation ATS” consists of 17 CFR 242.300 through 242.304 (Rules 300 through 304
under the Exchange Act).

5

See Securities Exchange Act Release No. 94062 (Jan. 26, 2022), 87 FR 15496 (Mar. 18,
2022) (“2022 Reg ATS Proposing Release”). The Commission proposed to, among other
things: (1) amend Rule 3b-16 under the Exchange Act to, among other things, include
within the definition of “exchange” systems that offer the use of non-firm trading interest
and provide non-discretionary protocols to bring together buyers and sellers of securities;
(2) eliminate the exemption from compliance with Regulation ATS for ATSs that trade
government securities as defined under Section 3(a)(42) of the Exchange Act
(“government securities”) or repurchase and reverse repurchase agreements on
government securities (“Government Securities ATSs”).

6

See Securities Exchange Act Release No. 97309 (Apr. 14, 2023), 88 FR 29448 (May 5,
2023) (“2023 Reg ATS Reopening Release”). The Commission reopened the comment
period for the 2022 Reg ATS Proposing Release and provided supplemental information
and economic analysis regarding trading systems that trade crypto asset securities that
would be newly included in the definition of “exchange” under the proposal.
2

broker-dealers and comply with the conditions of Regulation ATS rather than register as
a national securities exchange, because of the lighter regulatory requirements imposed on
ATSs, as compared to registered exchanges. 7 Accordingly, this revision to the PRA
analysis for Form ID increases the estimated number of applications, in light of the 2022
Reg ATS Proposing and 2023 Reg ATS Reopening Releases, to include both (1)
Government Securities ATSs that are not currently registered as broker-dealers and (2)
systems that would be newly captured under the proposed definition of “exchange” and
choose to register as broker-dealers and comply with the conditions of Regulation ATS
rather than register as national securities exchanges.
2.

Purpose and Use of the Information Collection

The information provided on Form ID allows the Commission staff to review
applications for EDGAR access and, if the application is approved, assign CIKs (if the
applicant does not already have a CIK) and/or access codes to applicants to permit filing
on EDGAR. Form ID is essential to EDGAR security.
3.

Consideration Given to Information Technology

Form ID must be submitted, reviewed, and approved before filers may use
EDGAR. The Commission consistently improves EDGAR information
technology to facilitate the utility of EDGAR for filers, Commission staff, and the
public. Further, EDGAR exists to reduce the regulatory burdens of paper filings
with the Commission.
4.

Duplication of Information

EDGAR is unique to the Commission; consequently, no duplication of the
form exists.
5.

Reducing the Burden on Small Entities

EDGAR has been designed to accommodate small entities to the greatest
degree possible while still providing for the public electronic dissemination of
information.
6.

Consequences of Not Conducting Collection
Form ID must be submitted in order for filers to use EDGAR.

7.

Special Circumstances
Not applicable.

7

See 2022 Reg ATS Proposing Release, supra note 5, at 15618 n.1056 and accompanying
text.
3

8.

Consultations with Persons Outside the Agency
In the 2022 Reg ATS Proposing Release, the Commission solicited
comment on the accuracy of the burden of the proposed revisions to the
seven collections of information contained in the proposal. 8 The
Commission did not receive comments specifically relating to the
collection of information for this OMB Control Number, but it did receive
general comments questioning whether the Commission had
underestimated the number of newly-designated ATSs, particularly
decentralized finance (“DeFi”) and crypto asset securities systems, 9 which
would, in turn, affect the number of estimated respondents for this
collection of information. In the 2023 Reg ATS Reopening Release, the
Commission increased the estimated number of respondents for this
collection of information specifically to account for the types of systems
raised by commenters, as detailed below. The Commission has also
solicited comment on the revised PRA analysis in the 2023 Reg ATS
Reopening Release, 10 but has not yet received specific comments on that
topic. The Commission will consider all comments received before
adoption of a final rule.

9.

Payment or Gift to Respondent
Not applicable.

10.

Confidentiality

Form ID is used solely for reviewing applications for EDGAR access and
permitting access to EDGAR.
8

See 2022 Reg ATS Proposing Release, supra note 5, at 15593.

9

See Letter from Gregory Babyak and Gary Stone, Regulatory Affairs, Bloomberg L.P.,
dated Sept. 21, 2022, at 2; Letter from Robert Toomey, Managing Director, Associate
General Counsel, SIFMA, dated Jun. 13 2022, at 5-6; Letter from Gus Coldebella and
Gregory Xethalis, dated Apr. 19, 2022, at 4-5; Letter from Sheila Warren, Chief
Executive Officer, Crypto Council for Innovation, dated Apr. 18, 2022, at 4; Letter from
Kristin Smith, Executive Director, and Jake Chervinsk, Head of Policy, Blockchain
Association, dated Apr. 18, 2022, at 7-8; Letter from Renata K. Szkoda, Chair, Global
Digital Asset & Cryptocurrency Association, dated Apr. 18, 2022, at 6; Letter from
LeXpunK, dated Apr. 18, 2022, at 11; Letter from Miller Whitehouse-Levine, Policy
Director, DeFi Education Fund, dated Apr. 18, 2022, at 16-17; Letter from Paul Grewal,
Chief Legal Officer, Coinbase, dated Apr. 18, 2022, at 6; Letter from Teana BakerTaylor, Chief Policy Officer, Chamber of Digital Commerce, et al., dated Mar. 24, 2022,
at 5; all available at https://www.sec.gov/comments/s7-02-22/s70222.htm.

10

See 2023 Reg ATS Proposing Release, supra note 6, at 29469.
4

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection on Form ID
collects basic Personally Identifiable Information (PII) that may include name, address,
phone number, zip code, occupation, job title, and email address. However, the agency
has determined that the information collection on Form ID 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 EDGAR, 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/about/privacy/pia/pia-edgar.pdf.
12.

Estimate of Respondent Reporting Burden
2022 Proposed Rulemaking Affecting this OMB Control Number

As discussed above, the changes proposed in the 2022 Reg ATS Proposing
and 2023 Reg ATS Reopening Releases would increase the number of
respondents for the collections of information in several rules, including this one.
This revision only increases the number of applications, as described below, and
does not otherwise revise the collections of information in this OMB Control
Number.
Based on the previously approved estimate of 57,329 filings annually on
Form ID added together with the number of new filings estimated by the 2022
Reg ATS Proposing and 2023 Reg ATS Reopening Releases (57,329 + 28 =
57,357) 11 and that it takes 0.30 hours to prepare Form ID, we estimate a total
annual burden of 17,207 hours. The estimate includes the number of Form ID
filings for filers without CIKs (approximately 48,117 filings), filers with CIKs
who have not filed electronically on EDGAR (approximately 404 filings), and
filers with CIKs who are seeking to reaccess EDGAR (approximately 8,836
filings). It is estimated that the filers are responsible for 100% of the 17,207
burden hours. The estimated hours are made solely for the purposes of the
Paperwork Reduction Act.
11

The number of new applications estimated by the 2022 Reg ATS Proposing and 2023
Reg ATS Reopening Releases is 28 total. See 2022 Reg ATS Proposing Release, supra
note 5, at 15586; 2023 Reg ATS Reopening Release, supra note 6, at 29469. It should be
noted that the addition of the estimated number of applications from the 2022 Reg ATS
Proposing and 2023 Reg ATS Reopening Releases to the previously approved number of
applications is done solely for the purposes of this revision. Future renewals of this OMB
Control Number will continue to estimate the number of applications following the
methodology used in past renewals.
5

Form ID
Form ID

13.

Previously
approved
57,329

Annual No. of Filings
Requested

Change

57,357

28

Annual Time Burden (Hrs.)
Previously
Requested Change
approved
17,199
17,207
8

Estimate of Total Annualized Cost Burden

We estimate that the filer is responsible for 100% of the total reporting
burden imposed by the form and there is no additional cost associated with the
information collection.
14.

Costs to Federal Government

The Commission has no specific information available concerning the cost
for staff processing Form ID.
15.

Reason for Change in Burden

The increase in the annual time burden (from approximately 17,199 hours
to approximately 17,207 hours) is due to an increase in the number of estimated
applications as a result of the proposed amendments described in the 2022 Reg
ATS Proposing and 2023 Reg ATS Reopening Releases.
16.

Information Collections Planned for Statistical Purposes
Not applicable.

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
Not applicable.

B.

STATISTICAL METHODS
Not applicable.

6