Form 144.SupportingStatement.2023

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 144
A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Rule 144 is designed to prohibit the creation of public markets in securities of issuers
concerning which adequate current information is not available to the public. At the same time,
where adequate current information concerning the issuer is available to the public, the rule
permits the public sale in ordinary trading transactions of limited amounts of securities owned by
persons controlling, controlled by, or under common control with, the issuer and by persons who
have acquired restricted securities of the issuer.
Rule 144 therefore provides that a person who sells restricted securities or who sells
securities on behalf of affiliates should be deemed not to be engaged in a distribution of such
securities, and not to be an underwriter thereof if all of the conditions of the rule are met. One
condition requires that if an intended sale of securities exceeds certain thresholds, the security
holder must file a notice of proposed sale on Form 144.
If the amount of securities to be sold in reliance on the rule during any three-month
period exceeds 5,000 shares or $50,000, three copies of a notice on Form 144 must be filed with
the Commission, and if such securities are admitted to trading on a national securities exchange,
a copy of the notice also shall be transmitted to the exchange.
2.

Purpose and Use of the Information Collection

Form 144 operates in conjunction with Rule 144. If the information collection was not
required, the objectives of the rule could be frustrated.
3.

Consideration Given to Information Technology

Form 144 must be filed in paper form with the Commission if the issuer of the securities
is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. If the
issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Form
144 may be filed electronically. Form 144 is permitted, but not required, to be filed
electronically on the Commission’s EDGAR electronic filing system because many individuals
do not have access to EDGAR filing equipment.
4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially duplicate the
requirements of form, rule, or regulation.

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5.

Reducing the Burden on Small Entities

The rule is designed to provide a means by which control persons of issuers and persons
who have acquired restricted securities of the issuer can publicly sell those securities without
being deemed to be underwriters. Therefore, the rule provides a benefit to those persons who are
considered to be small entities.
6.

Consequences of Not Conducting Collection

The objectives of Rule 144 could not be met with less frequent collection of Form 144;
the Form is filed only under specified conditions.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

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

Payment or Gift to Respondents
No payment or gift to respondents.

10.

Confidentiality
Form 144 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 of the person filing
this form. 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 March 22, 2023, 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 144

3235-0101

33,725

33,725

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that it takes
approximately one burden hour to prepare Form 144 and that the form is filed by 33,725
respondents. We further estimate that 100% of the burden is prepared by the filer. Based on our
estimates, we calculated the total reporting burden to be 33,725 hours (one hour per response x
33,725 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. The burden estimate for the burden
hours is made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden

We estimate that 100% of the 33,725 total burden hours are prepared by the filers and
there is no additional cost associated with the information collection.
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 $125,800,170 in fiscal year 2021, 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.

16.

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

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

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.