Form TH Supporting Statement (FINAL 2-26-25 updated to include 2-18-25 EDGAR PIA)

SUPPORTING STATEMENT FOR THE PAPERWORK REDUCTION ACT
INFORMATION COLLECTION SUBMISSION FOR FORM TH
Information Collection: OMB Control No. 3235-0425
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Regulation S-T (17 CFR Part 232 et seq.) governs the Securities and
Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval
system (“EDGAR”). The EDGAR system is used by issuers and other filers to
electronically submit reports, schedules, forms and other filings to the
Commission. Regulation S-T sets forth instructions and requirements for filing
on EDGAR. Regulation S-T identifies filings that must be filed electronically,
exemptions from the electronic filing requirements and rules discussing treatment
of graphic and image material. In order to facilitate its electronic filing
requirements, the Commission developed special forms that were unique to filing
on EDGAR. One such specialized form is Form TH.1 Rule 201(a) of Regulation
S-T requires, except for certain identified exclusions, that any electronic filer that
experiences unanticipated technical difficulties which prevent the timely
preparation and submission of an electronic filing, may file the subject filing in
paper format under cover of Form TH, pursuant to a temporary hardship
exemption, no later than one business day after the date on which the filing was to
be made.
2.

Purpose and Use of the Information Collection

Form TH provides notification to the Commission that an electronic filer
is relying on the temporary hardship exemption. Moreover, the information
required on Form TH permits verification of compliance with securities law
requirements and assures the public availability and dissemination of such
information.
3.

Consideration Given to Information Technology

Form TH is used to implement improved information dissemination
technology. EDGAR is designed to reduce the regulatory burdens of paper filings
with the Commission.
4.

Duplication of Information

EDGAR is unique to the Commission; consequently no duplication of
Form TH exists.
1

See 17 CFR 239.65, 17 CFR 249.447, 269.10 and 17 CFR 274.404.

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5.

Reducing the Burden on Small Entities

Small entities are permitted to file Form TH if they meet the requirements
of a temporary hardship exemption, which is outlined in Rule 201 of Regulation
S-T, but we do not expect the filing of Form TH to have a significant economic
impact on a substantial number of small entities. EDGAR is designed to
accommodate small entities to the greatest degree possible while still
electronically disseminating information quickly to the public.
6.

Consequences of Not Conducting Collection

Form TH must be used every time an electronic filer experiences
unanticipated technical difficulties preventing the timely preparation and
submission of a required electronic filing.
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 TH 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 18, 2025, is
provided as a supplemental document and is also available at
https://www.sec.gov/about/privacy/pia/pia-edgar.pdf.

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12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), the currently
approved burden for Form TH is 0.33 hours per response to comply with the
collection of information requirements. We estimate that it continues to take
approximately 0.33 hours per Form TH response. We derived our burden hour
estimate by estimating the average number of hours it would take an electronic
filer 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 respondent internally.
We estimate that Form TH is filed an average of 0 times per year. This is
based on the number of times Form TH has been filed in the last three years
divided by three (0 filings in 2021, 0 filings in 2022, and 0 filings in 2023,
divided by three years equals an average of 0 filings per year).
For administrative convenience, we are estimating an annual burden of 1
hour (as the nearest whole number above zero) to reflect the possibility that one or
more filers may submit a Form TH. The estimated burden hours are made solely
for the purpose of the Paperwork Reduction Act.
Estimated Annual Reporting Burden

13.

Annual
Number of
Responses

Burden
Hours per
Response

0

0.33

Annual Burden
Hours
0
(rounded up to 1)

Estimate of Total Annualized Cost Burden
There is no outside cost associated with the information collection.

14.

Costs to Federal Government

There is no separate cost to the Federal Government, because review and
processing of documents and information associated with PRA information
collections attributable to Federal forms is done by existing SEC staff as part of
their regular duties.

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15.

Reason for Change in Burden

The estimated annual burden decreased due to a reduction in the estimate
of annual submissions of Form TH.
16.

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

17.

Approval to Omit 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.