Rule 477.SupportingStatement.ext.2013

SUPPORTING STATEMENT FOR SECURITIES ACT RULE 477

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Rule 477 under the Securities Act of 1933 (the “Securities Act”) governs the withdrawal
of a Securities Act registration statement. The rule provides that if a registrant applies for
withdrawal in anticipation of reliance on the registered-to-private safe harbor from integration of
Securities Act Rule 155(c), the registrant must state in the application that it may undertake a
subsequent private offering in reliance on Securities Act Rule 155(c). This statement may not
discuss any terms of the private offering. Absent this statement, the Commission would not be
able to monitor issuers’ reliance on and compliance with Securities Act Rule 155(c).
2.

Purpose and Use of the Information Collection

Securities Act Rule 477 provides automatic effectiveness for any application to withdraw
an entire registration statement before it becomes effective unless the Commission objects within
15 days after the issuer files that application.
3.

Consideration Given to Information Technology
Securities Act Rule 477 submissions are filed using the Electronic Data Gathering,
Analysis and Retrieval System (EDGAR).

4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially duplicate the
requirements of Rule 477.
5.

Reducing the Burden on Small Entities

Securities Act Rule 477 applies equally to all registrants, including small business
entities.
6.

Consequences of Not Conducting Collection

Securities Act Rule 477 requires registrants to submit information only when
withdrawing registration statements.
7.

Special Circumstances
Not applicable.

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8.

Consultations with Persons Outside the Agency

Securities Act Rule 477 was proposed for public comment. No public comments were
received during the 60-day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Submissions made under Securities Act Rule 477 are not confidential.

11.

Sensitive Questions
Not applicable.

12.

Estimate of Respondent Reporting Burden

We estimate that approximately 300 issuers file Securities Act Rule 477 submissions
annually at an estimated one-hour per response for a total annual burden of approximately 300
hours. We believe that the issuer prepares the entire reporting burden. The estimated hours are
made solely for the purposes of the Paperwork Reduction Act. They are not derived from a
comprehensive or even a representative survey or study of the cost of Commission rules and
forms.
13.

Estimate of Total Annualized Cost Burden

We estimate that the issuer will prepare 100% of the 300 total reporting burdens and
there is no additional cost associated with the information collection.
14.

Costs to Federal Government
The estimated cost to the federal government is $6,000.

15.

Reason for Change in Burden
Not applicable.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

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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.