Form 15.supportingstatement.2018

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
FOR THE FORM 15

A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Section 12(g)(4) of the Securities Exchange Act of 1934 (the “1934 Act”) provides that
registration of a class of equity security shall be terminated in 90 days (or less as determined by
the Commission) after the issuer files a certification stating that the number of holders of record
of such class is fewer than 300 persons, or in the case of a bank or a bank holding company 1,200
persons. Similarly, Section 15(d) of the 1934 Act states that the duty to file reports under that
section is automatically suspended if, at the beginning of the relevant fiscal year, the class of
securities in question is held of record by fewer than 300 persons, or in the case of a bank or a
bank holding company 1,200 persons. In order to facilitate compliance with these sections, the
Commission adopted Form 15. In addition, Form 15 enables the Commission to expedite the
processing of the certification requirements under Section 12(g)(4) of the Exchange Act. Also, it
informs the public of those issuers whose duty to file reports pursuant to Section 15 has been
suspended.
2.

Purpose and Use of the Information Collection

The reported information on Form 15 is needed by the Commission to fulfill its statutory
responsibility of determining whether to accelerate the effective date of the termination of
registration and to apprise investors that periodic reports concerning the affected issuer will no
longer be filed with the Commission.
3.

Consideration Given to Information Technology

Form 15 is electronically filed using the Commission’s Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

No similar data is available and no other sources of this information are currently
identified.
5.

Reducing the Burden on Small Entities

This collection of information should not unduly burden small entities. Form 15 only
requires companies to check the applicable boxes.

2
6.

Consequences of Not Conducting Collection

The Commission would not have adequate grounds to accelerate the effective date of a
termination of registration of a class of securities if less frequent collections are conducted.
Furthermore, the public would not be informed that the registrant does not file periodic reports.
7.

Special Circumstances
Not applicable.

8.

Consultations with Person Outside the Agency

Form 15 Notice was published for public comment. No comments were received during
the 60-day comment period prior to OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Not applicable.

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 signature of the official signing on behalf of the
entity. 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 January 29, 2016, is provided as a
supplemental document and is also available at https://www.sec.gov/privacy
12.

Estimated of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 15 takes
approximately 1.5 hours per response to comply with the collection of information requirements
and is filed by 1,062 respondents. 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. We further

3
estimate that 100% of the collection of information burden is carried by the issuer internally.
Based on our estimates, we calculated the total reporting burden to be 1,593 hours (1.5 hours per
response x 1,062 responses). For administrative convenience, the presentation of the totals
related to the paperwork burden hours have been rounded to the nearest whole number and the
cost totals have been rounded to the nearest dollar. The estimated burden hours are made solely
for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden

Form 15 does not directly impose any cost on respondents aside from the reporting
burden.
14.

Costs to Federal Government
The cost to review Form 15 is less than a $1,000.

15.

Reason for Change in Burden

The increase 376 burden hours is due to an adjustment. The burden hour increase is due
to an increase in the number of Forms 15 filed with the Commission.
16

Information Collection Planned for Statistical Purposes
Not applicable.

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
Not applicable.

B.

STATISTICAL METHODS
Not applicable.