Roll-Up SuportingStatement.Final.2016

SUPPORTING STATEMENT FOR THE PAPERWORK REDUCTION ACT
INFORMATION COLLECTION SUBMISSION FOR THE
NOTICE OF EXEMPT PRELIMINARYROLL-UP COMMUNICATION

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Rule 14a-2(b)(4) under the Securities Exchange Act of 1934 (“Exchange Act”)
provides an exemption from Exchange Act Rules 14a-3 to 14a-6 (except Rules 14a-6(g)
and 14a-6(p)), Rule 14a-8, Rule 14a-10, and Rules 14a-12 to 14a-15 for any solicitation
in connection with a “roll-up transaction” (defined in Item 901(c) of Regulation S-K) in
which the holder of a security that is the subject of a proposed roll-up transaction engages
in preliminary communications with other holders of securities that are the subject of the
same roll-up transaction for the purpose of determining whether to solicit proxies,
consents, or authorizations in opposition to the proposed roll-up transaction. The
exemption does not apply to a holder of 5% or more of the securities of a class that is the
subject of the proposed roll-up transaction who engages in the business of buying and
selling limited partnership interests in the secondary market unless that holder discloses
such ownership interest and any relations to the parties of the transaction or to the
transaction itself, to security holders to whom the communications are made as required
by Rule 14a-6(n)(1) and as specified in the Notice of Exempt Preliminary Roll-Up
Communication (“Notice”). Whether the communication is written or oral, the Notice
must be furnished to the Commission.
2.

Purpose and Use of the Information Collection

The purpose of the Notice is to provide the public information regarding
ownership interests and any potential conflicts of interest of the person engaging in the
solicitation.
3.

Consideration Given to Information Technology
The Notice is filed electronically with the Commission using EDGAR.

4.

Duplication of Information
Not applicable.

5.

Reducing the Burden on Small Entities

Many small businesses are not subject to the proxy rule requirements because
they do not have a class of securities registered under Section 12 of the Exchange Act.
The Notice imposes a minimal burden on filers and must be filed only by holders of more

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than five percent of a class of securities that is the subject of the proposed roll-up
transaction.
6.

Consequences of Not Conducting Collection

The Notice is only filed once in connection with a proposed limited partnership
roll-up transaction. Less frequent collection could result in failure to transmit useful
information to the public markets.
7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

The request for extension of the Notice of Exempt Preliminary Roll-Up
Communication 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
The Notice is a public document.

11.

Sensitive Questions

This collection does not contain any personal identifiable Information (PII). The
Privacy Impact Assessment (PIA) is provided as a supplemental document.
12.

Estimate of Respondent Reporting Burden

For purposes of Paperwork Reduction Act (“PRA”), we estimate that the Notice
takes approximately 0.25 hours per response to comply with collection of information
requirements and is filed by four respondents. We derived our burden hour estimates by
estimating the average number of hours it would take an issuer to compile the necessary
information and data, prepare and review disclosure, file documents and retain records.
In connection with rule amendments to the form, we occasionally receive PRA estimates
from public commenters about incremental burdens that are used in our burden estimates.
We believe that the actual burdens will likely vary among individual companies based on
the size and the nature of their operations. We further estimate that 100% of the burden
of burden preparation is carried by the issuer internally. Based on our estimates, we
calculated the total reporting burden to be one hour (0.25 hours per response x 4

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responses). For administrative convenience, the presentation of the total related to the
paperwork burden hours has been rounded to nearest whole number.
13.

Estimate of Total Annualized Cost Burden

We estimate that the filer prepares 100% of the filed information. There are no
additional costs associated with the information collection.
14.

Costs to Federal Government

The estimated cost to the federal government to administer the Notice is
approximately $1,000.
15.

Reason for Change in Burden
Not applicable.

16.

Information Collection 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.