Rule 13e-3 (Schedule 13E-3)

Forms and Documents

Document	Type	Status	Availability
20260313_3235-0007_2026-04960_91 FR 12454_30-Day Submission Notice.pdf.pdf	Supplementary Document	Uploaded 2026-03-13	Available
Rule 13e-3.SupportingStatement.2025.pdf	Supporting Statement A	Uploaded 2026-01-09	Available
20260109_3235-0007_2026-00275_91 FR 1019_60-Day Collection Notice.pdf	Supplementary Document	Uploaded 2026-01-09	Available
March 6, 2025.EDGAR PIA.pdf	Supplementary Document	Uploaded 2025-12-22	Available

IC Document Collections

IC ID	Collection	Type	Status	Form
34030	Rule 13e-3 (Schedule 13E-3)	Other-240.13e-100 Schedule 13E-3, Transaction statement under se	Modified

ICR Details

OMB Control No: 3235-0007	ICR Reference No: 202512-3235-034
Status: Received in OIRA	Previous ICR Reference No: 202303-3235-020
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Rule 13e-3 (Schedule 13E-3)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  Yes
Type of Review Request: Regular	Date Submitted to OIRA: 03/13/2026

	Requested	Previously Approved
Expiration Date	36 Months From Approved	04/30/2026
Responses	41	77
Time Burden (Hours)	1,422	2,670
Cost Burden (Dollars)	2,559,015	3,203,048

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Abstract: Rule 13e-3 (17 CFR 240.13e-3) prescribes the filing, disclosure, and dissemination requirements in connection with a going private transaction by an issuer or an affiliate. A “Rule 13e-3 transaction” is a transaction or series of transactions specified in Rule 13e-3(a)(3)(i) that has either a reasonable likelihood or a purpose of producing, either directly or indirectly, any of the effects described in Rule 13e-3(a)(3)(ii). The effects referred to in Rule 13e-3(a)(3) include: (a) causing any class of equity securities of the issuer which is subject to Section 12(g) or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) to be eligible for termination of registration, or causing the reporting obligations with respect to such class to become eligible for termination or suspension; or (b) causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on a inter-dealer quotation system of any registered national securities association. Schedule 13E-3 (17 CFR 240.13e-100) is the transaction statement that must be filed under Rule 13e-3. The information required by Rule 13e-3 and Schedule 13E-3 is intended to ensure investors are appropriately informed in connection with certain going private transactions.

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Authorizing Statute(s): US Code: 15 USC 78c, 78l, 78m, 78n, 78o(d) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 78w(a), 78ll Name of Law: Securities Exchange Act of 1934
  

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:
	91 FR 1019	01/09/2026
30-day Notice:	Federal Register Citation:	Citation Date:
	91 FR 12454	03/13/2026
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Rule 13e-3 (Schedule 13E-3)

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ICR Summary of Burden

	Total Request	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	41	77	0	0	-36	0
Annual Time Burden (Hours)	1,422	2,670	0	0	-1,248	0
Annual Cost Burden (Dollars)	2,559,015	3,203,048	0	0	-644,033	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 decrease in the estimated annual burden hours of 1,248 hours is due to a decrease in the estimated number of annual responses (from 77 to 41). The decrease in cost burden of $644,033 is due to a decrease in the estimated number of annual Schedule 13E-3 responses, which is offset by an increase in the Commission’s estimate of the cost to issuers of outside professionals (from $400 per hour to $600 per hour).

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Annual Cost to Federal Government:

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:  Yes

Description/Changes for Common Form Usage:  The Securities and Exchange Commission (“Commission”) is submitting this Supporting Statement to request approval from the Office of Management and Budget (“OMB”) (1) for the extension of the existing collection of information (OMB Control No. 3235-0007) and (2) to designate OMB Control No. 3235-0007 as a “common form” for purposes of Paperwork Reduction Act (“PRA”) submissions because the Board of Governors of the Federal Reserve System uses this information collection (under OMB Control No. 7100-0091).

Approved RCFs using this ICR

Agency/Sub Agency	RCF ID	RCF Title	RCF Status	IC Title

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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: 03/13/2026

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