[Federal Register Volume 82, Number 20 (Wednesday, February 1, 2017)]
[Notices]
[Pages 8962-8963]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-02099]


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SECURITIES AND EXCHANGE COMMISSION

Office of the Secretary


Agency Information Collection Activities; Submission for OMB 
Review; Comment Request; Rules 147(f)(1)(iii) and 147A(f)(1)(iii) 
Written Representations as to Purchaser Residency

ACTION: Notice.

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SUMMARY: The Securities and Exchange Commission (``Commission'') has 
submitted two sponsored information collection requests (``ICRs'') to 
the Office of Management and Budget (``OMB'') for review and clearance 
in accordance with the Paperwork Reduction Act of 1995 \1\ (``PRA''). 
The first title is: ``Rule 147(f)(1)(iii) Written Representation as to 
Purchaser Residency.'' The second title is: ``Rule 147A(f)(1)(iii) 
Written Representation as to Purchaser Residency.'' OMB approval has 
been requested by April 20, 2017.
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    \1\ Public Law 104-13, 44 U.S.C. 3501 et seq.

ADDRESSES: A copy of these ICRs with applicable supporting 
documentation, including a description of the likely respondents, 
proposed frequency of response, and estimated total burden may be 
obtained free of charge from the RegInfo.gov Web site at http://www.reginfo.gov/public/do/PRAMain.
    ICR Reference Numbers 201701-3235-005 and 201701-3235-006 for Rules 
147 and 147A, respectively.
    Comments should be directed to: (i) Desk Officer for the Securities 
and Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10102, New Executive Office 
Building, Washington, DC 20503, or by sending an email to: 
[email protected]; and (ii) Pamela C. Dyson, Chief Information 
Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 
F Street NE., Washington, DC 20549 or send an email to: 
[email protected].

SUPPLEMENTARY INFORMATION: This request should serve to notify the 
public that the Commission is seeking PRA approval from OMB for the 
collections of information associated with the final rule amendments to 
Rule 147 \2\ and new Rule 147A \3\ under the Securities Act of 1933 \4\ 
(``Securities Act'') that were adopted by the Commission on October 26, 
2016.\5\
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    \2\ 17 CFR 230.147.
    \3\ 17 CFR 230.147A.
    \4\ 15 U.S.C. 77a et seq.
    \5\ See Release No. 33-10238 (Oct. 26, 2016) [81 FR 83494]. New 
Rule 147A and the amendment to Rule 147 will be effective on April 
20, 2017.
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    As adopted, both Rule 147(f)(1)(iii) and new Rule 147A(f)(1)(iii) 
will require the issuer to obtain from the purchaser a written 
representation as to the purchaser's residency. In the Proposing 
Release, the Commission had proposed eliminating the requirement in 
Rule 147. In response to comments received on the Proposing Release, 
the Commission decided not to eliminate the requirement in Rule 147 and 
instead adopted an identical requirement in new Rule 
147A(f)(1)(iii).\6\ The representation is not required to be presented 
in any particular format, although it must be in writing. 
Representations obtained by the issuer are not required to be kept 
confidential, and there is no mandatory retention period.
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    \6\ Id.
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    We anticipate that the requirement for issuers to obtain a written 
representation from each purchaser as to his or her residence, as 
required under Rule 147(f)(1)(iii) and Rule 147A(f)(1)(iii), could 
result in somewhat higher compliance costs for issuers to meet these 
requirements in order to sell securities in an exempt intrastate 
offering. For purposes of the PRA, for each of Rule 147 and Rule 147A, 
we estimate that the total annual paperwork burden for all affected 
issuers arising from this collection of information requirement will be 
approximately 175 hours of issuer (company) personnel time and 
approximately $70,000 for the services of outside professionals. We 
anticipate that the written representation required by purchasers, 
including the obligation to determinate the state or territory of their 
residence, as required under Rule 147(f)(1)(iii) and Rule 
147A(f)(1)(iii), will result in a burden incurred by purchasers in 
order to purchase securities in an exempt intrastate offering. For 
purposes of the PRA, for each of Rule 147 and Rule 147A, we estimate 
that the total annual paperwork burden for all affected purchasers 
arising from this collection of information requirements will be 
approximately 1,750 hours of purchaser time and no cost incurred for 
the services of outside professionals.
    In deriving our estimates, we assume that:
     Approximately 700 issuers \7\ will conduct a Rule 147 and 
Rule 147A offering each year, respectively, and each issuer will spend 
an average of fifteen minutes to obtain and collect the written 
representation from each purchaser in the offering as to his or her 
state or territory of residence, resulting

[[Page 8963]]

in 175 issuer burden hours (annual) for each exemption;
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    \7\ We rely upon the number of offerings under Rules 504 and 505 
of Regulation D for the year ended December 31, 2015 as a proxy for 
the average annual number of offerings under Rule 147 and new Rule 
147A. Based on staff analysis of Form D filings, there were 519 new 
Form D filings reporting reliance on Rule 504 and 179 new Form D 
filings reporting reliance on Rule 505 in 2015. See Figure 1 in 
Section V.A.1, above. For purposes of these PRA estimates, we 
estimate that an average of 700 issuers will conduct a Rule 147 and 
new Rule 147A offering each year, respectively.
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     Each of the approximately 700 issuers will retain outside 
professional firms to spend an average of fifteen minutes helping the 
issuer comply with this requirement to obtain and collect the written 
statement of residency from each purchaser in the offering at an 
average cost of $400 per hour, resulting in a cost of $100 per issuer 
and an aggregate of $70,000 (annual) for issuers for each exemption;
     Each Rule 147 and Rule 147A offering will have an average 
of approximately 10 purchasers of securities, resulting in 
approximately 7,000 purchasers per year for each exemption; and
     Each purchaser in a Rule 147 and Rule 147A offering will 
spend an average of approximately fifteen minutes preparing a written 
statement of residency to provide to the issuer and will incur no cost 
for the services of outside professionals to satisfy this requirement, 
resulting in an aggregate of 2.5 hours of purchaser time per offering 
and purchaser burden hours of 1,750 (annual) for each exemption.
    These information collections are subject to the PRA. A federal 
agency generally cannot conduct or sponsor a collection of information, 
and the public is generally not required to respond to an information 
collection, unless it is approved by the OMB under the PRA and displays 
a currently valid OMB Control Number. In addition, notwithstanding any 
other provisions of law, no person shall generally be subject to 
penalty for failing to comply with a collection of information if the 
collection of information does not display a valid OMB Control 
Number.\8\ The SEC is seeking OMB approval for these information 
collections under OMB ICR Reference Numbers 201701-3235-005 and 201701-
3235-006 for Rules 147 and 147A, respectively.
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    \8\ See 5 CFR 1320.5(a) and 1320.6.
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    Interested parties are encouraged to send comments to the OMB, 
Office of Information and Regulatory Affairs at the address shown in 
the ADDRESSES section within 30 days of publication of this notice in 
the Federal Register. In order to help ensure appropriate 
consideration, comments should reference OMB ICR Reference 201701-3235-
005 and 201701-3235-006 for Rules 147 and 147A, respectively. The OMB 
is particularly interested in comments that:
     Evaluate whether the proposed collection of information is 
necessary for the proper performance of the functions of the agency, 
including whether the information will have practical utility;
     Evaluate the accuracy of the agency's estimate of the 
burden of the proposed collection of information, including the 
validity of the methodology and assumptions used;
     Enhance the quality, utility, and clarity of the 
information to be collected; and
     Minimize the burden of the collection of information on 
those who are to respond, including through the use of appropriate 
automated, electronic, mechanical, or other technological collection 
techniques or other forms of information technology, e.g., permitting 
electronic submission of responses.

    January 23, 2016.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-02099 Filed 1-31-17; 8:45 am]
BILLING CODE 8011-01-P