Regulation D (Form D)

Forms and Documents

Document Name	Status
Form SEC1972 Form D-Notice of Exempt Offering of Securities Form and Instruction	Modified
Harmonization proposing release - PRA Supporting Statement.Final.pdf Supporting Statement A	2021-01-11
February 5, 2020 EDAGR PIA.pdf Supplementary Document	2020-12-02

IC Document Collections

IC ID	Document Title	Status
34297	Form D-Notice of Exempt Offering of Securities Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0076	ICR Reference No: 202012-3235-002
Status: Received in OIRA	Previous ICR Reference No: 202003-3235-007
Agency/Subagency: SEC	Agency Tracking No: CF-270-072
Title: Regulation D (Form D)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 01/12/2021

	Requested	Previously Approved
Expiration Date	36 Months From Approved	04/30/2023
Responses	23,571	23,571
Time Burden (Hours)	29,464	23,571
Cost Burden (Dollars)	35,356,500	28,285,200

---

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.

---

Authorizing Statute(s): US Code: 15 USC 77c, 77d, 77d-1, 77s, 77z-3 Name of Law: Securities Act of 1933
   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 80a-6(c), 80a-24, 80a-29 Name of Law: Investment Company Act of 1940
   US Code: 15 USC 80a-37, 80a-44 Name of Law: Investment Company Act of 1940
   PL: Pub.L. 112 - 106 301 - 305 Name of Law: Jumpstart Our Business Startups Act of 2012
  

Citations for New Statutory Requirements: None

---

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM27	Proposed rulemaking	85 FR 17956	03/31/2020

---

Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

---

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

IC Title	Form No.	Form Name
Form D-Notice of Exempt Offering of Securities	SEC1972	Form D -Notice of Exempt Offering of Securities

---

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	23,571	23,571	0	0	0	0
Annual Time Burden (Hours)	29,464	23,571	0	5,893	0	0
Annual Cost Burden (Dollars)	35,356,500	28,285,200	0	7,071,300	0	0

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

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

Burden Reduction Due to:

Short Statement: The proposed rule amendments would revise the financial statement and non-financial information and delivery requirements (including requirement to provide the purchaser with generic solicitation materials), provide an additional method to verify an investor’s accredited investor status, and raise the offering limit under Rule 504. We estimate for purposes of the PRA that there is no material effect on the current burden hours per response relating to Regulation D as a result of the proposed amendments. However, we are proposing to establish a single collection of information for Regulation D (Form D) to encompass all of the associated paperwork burdens, including the financial statement and non-financial statement information and delivery requirements in Rule 502(b) and the existing burdens associated with Form D, Rule 504(b)(3), and Rule 506(e). For purposes of the PRA, we estimate that the new Regulation D (Form D) collection of information would entail 29,463.75 burden hours and $35,356,500 for the services of outside professionals. Compared to the existing Form D collection of information this results in an increase of 5,893 burden hours and increase of $7,071,300 for the services of outside professionals.

---

Annual Cost to Federal Government: $103,479,690

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

---

Common Form ICR:  No

---

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: 01/12/2021

---