Regulation D (Form D)

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
Form SEC1972 Form D -Notice of Exempt Offering of Securities	Form and Instruction	Modified	Available
Form SEC1972 Regulation D (Form D)	Form and Instruction	Modified	Repair queued
Regulation D Form D.Supporting Statement.Final.2024.v1.pdf	Supporting Statement A	Uploaded 2024-05-17	Repair queued
Form D 30 Day Federal Register Notice.89FR27822.pdf	Supplementary Document	Uploaded 2024-05-15	Repair queued
Form D 60 Day Federal Register Notice.89FR10116.pdf	Supplementary Document	Uploaded 2024-05-15	Repair queued
March 22, 2023 EDGAR PIA.pdf	Supplementary Document	Uploaded 2024-05-17	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
34297	Regulation D (Form D)	Form and Instruction	Modified	Form D -Notice of Exempt Offering of Securities
34297	Regulation D (Form D)	Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0076	ICR Reference No: 202402-3235-003
Status: Active	Previous ICR Reference No: 202104-3235-007
Agency/Subagency: SEC	Agency Tracking No: CF 270-072
Title: Regulation D (Form D)
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 07/01/2024
Retrieve Notice of Action (NOA)	Date Received in OIRA: 05/18/2024
Terms of Clearance:

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	07/31/2027	36 Months From Approved	06/30/2024
Responses	38,735	0	23,571
Time Burden (Hours)	48,419	0	29,464
Cost Burden (Dollars)	87,153,750	0	35,356,500

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Abstract: Form D is a notice of sales filed by issuers making an offering of securities in reliance on an exemption under Regulation D or Section 4(a)(5) of the Securities Act of 1933.

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Authorizing Statute(s): US Code: 15 USC 78c, 78j(b), 78l, 78o, 78q, Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78w(a), 78mm Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 77c, 77d, 77d-1, 77s, 77z-3 Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	89 FR 10116	02/13/2024
30-day Notice:	Federal Register Citation:	Citation Date:
	89 FR 27822	04/18/2024
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 D (Form D)	SEC1972	Form D -Notice of Exempt Offering of Securities

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ICR Summary of Burden

table that charts list of burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	38,735	23,571	0	0	15,164	0
Annual Time Burden (Hours)	48,419	29,464	0	0	18,955	0
Annual Cost Burden (Dollars)	87,153,750	35,356,500	0	0	51,797,250	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The increase of 18,955 burden hours and the increase in cost burden of $51,797,250 is due to two adjustments: the first is an increase of 15,164 in the number of respondents; and the second is the change in the hourly cost per respondent. Based on our estimate, we calculate the burden hours adjustment increase to be 18,955 (25% x 5.0 hours per response) x 15,164. Also, the Commission increased the cost burden per hour estimate from $400 per hour to $600 per hour for outside counselors.

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Annual Cost to Federal Government: $129,168,390

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: 05/18/2024

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