Form 12b-25.SS.2022

SUPPORTING STATEMENT FOR THE PAPERWORK REDUCTION ACT
INFORMATION COLLECTION SUBMISSION FOR FORM 12b-25

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Rule 12b-25 and Form 12b-25 relate to a registrant’s inability to file timely all or
any portion of an annual report on Form 10-K, 20-F, 11-K, N-SAR, and N-CSR, or
quarterly report on Form 10-Q, or the periodic distribution or pool performance
information filed by Asset-Backed Securities issuers using Form 10-D under the
Exchange Act. Rule 12b-25 requires that, no later than one business day after the end of
the specified period when the report is due, a Form 12b-25 must be filed to identify the
report, or the portion thereof, which will not be timely filed. In addition, the registrant
must disclose in the Form 12b-25 the reasons why the report cannot be made on time.
Further, Rule 12b-25 provides that a filing made after the due date will be deemed to be
on time if the registrant states that the reasons causing the inability to file timely could
not be eliminated without unreasonable expense or effort; undertakes to file the subject
report within a prescribed period of time; attaches as an exhibit a statement from any
person, other than the registrant, whose inability to furnish any required report, opinion or
certification was the reason the report could not be timely filed; and the report is filed
within the prescribed period.
2.

Purpose and Use of the Information Collection

The purpose of the 12b-25 collections is to aid in the development of, and to
ensure the maintenance, of fair markets in the securities of publicly held companies. If
publicly held companies do not observe the periodic reporting requirements, they present
an obstacle to maintaining fair and informed trading markets in the securities of such
companies. The pricing mechanism of the market depends on timely information and,
thus, late reporting may adversely affect the quality of this process.
3.

Consideration Given to Information Technology

The Form 12b-25 is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (“EDGAR”) system.
4.

Duplication of Information

The information requested by Rule 12b-25 is not duplicative of other required
disclosure.

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5.

Reducing the Burden on Small Entities
Only small businesses that are registered need to comply with Rule 12b-25.

6.

Consequences of Not Conducting Collection

The legislative intent for collection of this information could not be met by fewer
collections.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received for 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
Form 12b-25 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include name, address and zip code.
However, the agency has determined that the information collection does not constitute a
system of record for purposes of the Privacy Act. Information is not retrieved by a
personal identifier. In accordance with Section 208 of the E-Government Act of 2002,
the agency has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in
connection with this collection of information. The EDGAR PIA, published on
February 5, 2020, is provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden

Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 12b-25

3235-0058

3,432

8,580

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form
12b-25 takes approximately 2.5 hours per response to comply with the collection of
information requirements and is filed by 3,432 registrants. We derived our burden hour
estimates by estimating the average number of hours it would take a registrant 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 complexity of their organization and the nature of their
operations. We further estimate that 100% of the collection of information burden is
carried by the registrant internally. Based on our estimates, we calculated the total
reporting burden to be 8,580 hours (2.5 hours per response x 3,432responses. For
administrative convenience, the presentation of the total related to the paperwork burden
hours has been rounded to the nearest whole number. The burden estimate for the hours
is made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
There is no outside cost associated with the preparation of Form 12b-25.

14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to approximately $119,447,840 in fiscal
year 2020, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.

15.

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

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

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

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

B.

Statistical Methods
The information collection does not employ statistical methods.