Rule 173 SupportingStatement.10-20-2020

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR SECURITIES ACT RULE 173

A.

JUSTIFICATION

1 And 2.

Circumstances Making the Collection of Information Necessary and
Purpose and Use of the Information Collection

The Commission adopted Rule 173 on July 19, 2005, in connection with Release
33-8591 (“Securities Offering Reform”). Under the Commission’s rules, a final
prospectus must accompany or precede a written confirmation of the sale and delivery of
a security in a public offering. Securities Act Rule 172 states that a final prospectus is
deemed to precede or accompany the delivery of a security if the final prospectus is filed
within the time period required under Securities Act Rule 424. Rule 173 provides that a
notice of sale can be sent to securities purchasers within two days after the sale was made
in lieu of a final prospectus.
3.

Consideration Given to Information Technology

Rule 173 relies on the Internet as a means of disseminating information to
investors.
4.

Duplication of Information
There are no other requirements that duplicate this information.

5.

Reducing the Burden on Small Entities

Rule 173 was adopted in connection with other revisions to the Securities Act,
which were intended to decrease costs and burdens for all issuers, including small
business issuers, and enhance communications between issuers and investors.
6.

Consequences of Not Conducting Collection

Less frequent collection of the Rule 173 information could compromise investor
protection.
7.

Special Circumstances
There are no special circumstances.

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8.

Consultations with Persons Outside the Agency

No comments were received on this request during the 60-day comment period
prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality

The Rule 173 notice is not publicly available because it is not filed with the
Commission. Rule 173 notice must be provided by each underwriter or dealer to each
investor who purchased securities from the underwriter or dealer.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection does not collect
personally identifiable information (PII). The agency has determined that a system of
records notice (SORN) and privacy impact assessment (PIA) are not required in
connection with the collection of information.
12.

Estimate of Respondent Reporting Burden
Table of Reporting Burden Due to an Extension Request
Information
Collection Title

Rule 173

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0618

232,448,548

3,881,891

Rule 173 is filed by 5,338 companies approximately 43,546 times a year for a
total of 232,448,548 responses. We estimate that it takes approximately 0.0167 burden
hours per response to provide the information required under Rule 173. We estimate that
100% of the total burden hours of 3,881,891 hours (0.0167 hours per response x
232,448,548 responses). 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 issuers based on the nature of
their operations. For administrative convenience, the presentation of the total related to
the paperwork burden hours have been rounded to the nearest whole number. The
estimated burden hours are made solely for the purpose of the Paperwork Reduction Act.

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13.

Estimate of Total Annualized Cost Burden

We estimate that 100% of the 3,881,891 total annual reporting burden hours is
prepared by the company. There is no additional cost associated with the information.
14.

Costs to Federal Government

There is no cost to federal government because this disclosure is not filed with the
Commission.
15.

Reason for Change in Burden
There is no change in the burden.

16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB Expiration Date
The Commission is not seeking approval to omit the expiration date.

18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for the Paperwork Reduction Act
submissions.

B.

STATISITICAL METHODS
The information collection does not employ statistical methods.