SCH13DandSCH13G.SS.2023

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGULATIONS 13D AND 13G

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The beneficial ownership reporting requirements embodied in Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and Regulations 13D and 13G
thereunder are intended to provide investors, and the subject issuer with
information about accumulations of equity securities that may have the potential to
change or influence control of the issuer. Schedules 13D and 13G are filed by
persons, including small entities, to report their ownership of more than 5 percent
of a class of equity securities registered under Section 12 of the Exchange Act. The
short-form Schedule 13G may be used by persons who beneficially own less than
20% of the outstanding class and have not acquired and do not hold the equity
securities for the purpose of, or with the effect of, changing or influencing the
control of the issuer of the securities.
2.

Purpose and Use of the Information Collection

The principal function of Schedules 13D and 13G is to provide information
to investors and the subject issuer of accumulations of securities that have the
potential for influencing or changing control of the issuer. The information filed
with the Commission permits verification of compliance with the federal securities
laws and assures the public availability and dissemination of such information. The
Commission only uses the information it collects to enforce the federal securities
laws.
3.

Consideration Given to Information Technology

Schedules 13D and 13G are filed through the Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system.

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4.

Duplication of Information

We are not aware of any rules or forms that conflict with or substantially
duplicate the information required by Schedules 13D and 13G.
5.

Reducing the Burden on Small Entities

All persons, including small entities that beneficially own five percent or
more of a class of registered equity securities file Schedules 13D and 13G. The
Schedule 13G in lieu of the long-form Schedule 13D is available to all persons,
including small entities, who do not acquire or hold the securities with a purpose or
effect of changing or influencing control of the issuer.
6.

Consequences of Not Conducting Collection

Investors and the securities markets would not have regular access to
individuals or business entities securities holdings that may have potential to
influence or change control of issuers.
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

Schedules 13D and 13G are available to the public for review. However,
Rules 0-6 and 24b-2 (17 CFR 240.06 and 17 CFR 240.24b-2) under the Exchange
Act permit reporting persons to request confidential treatment for certain sensitive
information concerning national security, trade secrets, or privileged commercial
or financial information.

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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 a name.
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 EGovernment 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.
12.

Estimate of Respondent Reporting Burden
Schedule 13D Burden Hours Due to an Extension Request

Information
Collection Title

OMB Control
Number

Number of
Responses

Burden
Hours

Schedule 13D

3235-0145

1,508

5,467

Schedule 13D takes approximately 14.5 hours per response to prepare and is
filed by 1,508 filers for total of 21,866 burden hours. The filer prepares 25% of the
21,866 annual burden hours for a total annual reporting burden of 5,467 hours
(0.25 x 21,866 total burden hours). For administrative convenience, the
presentation of the total related to the paperwork burden hours has 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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Schedule 13G Burden Hours Due to an Extension Request
Information
Collection Title

OMB Control
Number

Number of
Responses

Burden
Hours

Schedule 13G

3235-0145

7,079

21,945

Schedule 13G takes approximately 12.4 hours per response to prepare and is
filed by 7,079 filers for a total of 87,779.6 burden hours. The filer prepares 25% of
the 87,779.6 annual burden hours for a total annual reporting burden of 21,945
hours (0.25 x 87,779.6 total burden hours). For administrative convenience, the
presentation of the total related to the paperwork burden hours has been rounded to
the nearest whole number. The estimated burden hours is made solely for the
purpose of the Paperwork Reduction Act.
Combined Schedule 13D and Schedule 13G Reporting Burden
Hours
Information
Collection Title

OMB
Control Number

Number
of Responses

Reporting Burden
Hours

Schedule 13G and
Schedule 13D

3235-0145

8,587

27,412

The Schedules combined are filed by 8,587 filers. The total combined
burden for Schedules 13D and 13G is 109,646 hours. The total annual reporting
burden for both schedules is 27,412 hours which is 25% of the total burden hours
(0.25 x 109,646 total burden hours). For administrative convenience, the
presentation of the total related to the paperwork burden hours has been rounded to
the nearest whole number. The estimated burden hours is made solely for the
purpose of the Paperwork Reduction Act.

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13.

Estimate of Total Annualized Cost Burden
Schedule 13D Cost Burden Due to an Extension Request

Information
Collection Title
Schedule 13D

OMB Control
Number
3235-0145

Burden
Hours
16,400

Cost
Burden
$6,560,000

Schedule 13D -- The remaining 75% of the 21,866 total annual burden hours
(16,400 hours) is prepared by outside counsel. It is estimated that it will cost $400
per hour to prepare ($400 per hour x 16,400 hours) for a total annual cost burden of
$6,560,000. For administrative convenience, the presentation of the total related to
the paperwork cost burden has been rounded to the nearest dollar. The cost
estimate is made solely for the purpose of the Paperwork Reduction Act.
Schedule 13D Cost Burden Due to an Extension Request
Information
Collection Title
Schedule 13G

OMB Control
Number
3235-0145

Burden
Hours
65,835

Cost
Burden
$26,334,000

Schedule 13G -- The remaining 75% of the 87,780 total annual burden hours
(65,835 hours) are prepared by outside counsel. It is estimated that it will cost $400
per hour to prepare ($400 per hour x 65,835 hours) for a total annual cost burden of
$26,334,000. For administrative convenience, the presentation of the total related
to the paperwork cost burden has been rounded to the nearest dollar. The cost
burden estimate is made solely for the purpose of the Paperwork Reduction Act.

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Combined Schedule 13D and Schedule 13G Cost Burden
Information
Collection Title
Schedule 13 and
Schedule 13G

OMB Control
Number

Total Annual
Burden Hours

Total Cost
Burden

3235-0145

82,235

$32,894,000

It is estimated that the 75% remaining total annual burden for both
Schedules 13D and 13G is 82,235 hours. These burden hours are prepared by
outside counsel at a cost of $400 per hour ($400 per hour x 82,235 hours) for a
total annual cost burden of $32,894,000. For administrative convenience, the
presentation of the total related to the paperwork cost burden has been rounded to
the nearest dollar. The cost estimate is made solely for the purpose of the
Paperwork Reduction Act.
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
$129,168,390 in fiscal year 2022, 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.
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.

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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.