Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)

Forms and Documents

Document Name	Status
3235-0464 Supporting Statement (2023 Partial Revision).pdf Supporting Statement A	2023-08-24

IC Document Collections

IC ID	Document Title	Status
35158	Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)	Removed
261841	Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Ongoing	New
261840	Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Initial	New
261839	Firm Commitment Underwritten Offerings de minimis policy drafting	New
261838	Audit of WSPs for Info Barriers with Affiliates	New
261837	Self-Underwritten Offering ADTV Calculation	New
261832	Restricted Period ADTV Calculation	New

ICR Details

OMB Control No: 3235-0464	ICR Reference No: 202308-3235-023
Status: Received in OIRA	Previous ICR Reference No: 202302-3235-002
Agency/Subagency: SEC	Agency Tracking No: TM-270-408
Title: Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 08/24/2023

	Requested	Previously Approved
Expiration Date	08/31/2026	08/31/2026
Responses	36,001	2,002
Time Burden (Hours)	61,900	27,901
Cost Burden (Dollars)	0	0

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Abstract: Rule 101 of Regulation M requires persons participating in a secondary offering (i.e., the syndicate manager) to calculate the average daily trading volume (ADTV) to determine the restricted period, if any, that must be observed under Rule 101. The information collected pursuant to Rule 101 is obtained and used by syndicate managers to determine exceptions and restricted periods. The Commission recently adopted amendments to Rules 101 and 102 of Regulation M that remove the Investment Grade Exceptions and add, in their place, new exceptions for Nonconvertible Securities. Certain provisions of the final amendments contain “collection of information” requirements.

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Authorizing Statute(s): US Code: 15 USC 77g,77q(a),77s(a) Name of Law: Securities Act of 1933, Sections 7, 17(a), and 19(a)
   US Code: 15 USC 78b,78c,78g(c)(2),78i(a),78j Name of Law: Securities Exchange Act of 1934, Sections 2,3,7(c)(2), 9(a), 10
   US Code: 15 USC 78q(h), 78w(a), 78dd-1, 78mm Name of Law: Securities Exchange Act of 1934, Sections 17(h), 23(a), 30A and 36
   US Code: 15 USC 78k-1(c), 78I,78m,78n,78o(b), Name of Law: Securities Exchange Act of 1934, Sections 11A(c), 12, 13, 14, 15(b),
   US Code: 15 USC 78o(c),78o(h),78q(a),78q(b) Name of Law: Securities Exchange Act of 1934, Sections 15(c), 15(h), 17(a), 17(b)
   US Code: 15 USC 80a-23, 80a-29, and 80a-37 Name of Law: Investment Company Act of 1940, Sections 23, 29 and 37
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AL14	Final or interim final rulemaking	88 FR 39962	06/20/2023

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 6

IC Title	Form No.	Form Name
Audit of WSPs for Info Barriers with Affiliates
Firm Commitment Underwritten Offerings de minimis policy drafting
Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Initial
Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Ongoing
Restricted Period ADTV Calculation
Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)
Self-Underwritten Offering ADTV Calculation

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	36,001	2,002	0	33,999	0	0
Annual Time Burden (Hours)	61,900	27,901	0	33,999	0	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: Yes

Burden Reduction Due to: Changing Regulations

Short Statement: The Commission has adopted amendments to Rule 101, which add two new ICs for this ICR. The two ICs are titled: "Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Initial," and "Gathering data and performing analysis to calculate the probability of default (Rule 101)-- Ongoing." These collections are entirely new and would add annual hour burdens to this ICR of 201 hours and 33,799 hours, respectively. NOTE 1: Previous submissions for this OMB number combined the hour burdens of several information collections into a single IC entry, titled "Rule 101, 17 CFR 242.101 (Activities by Distribution Participants)". However, the hour burdens in the new ICs do not combine easily into this single IC. Accordingly, we have removed the single IC and replaced it with four separate ICs (this breakdown is also in the Supporting Statement), and then added the two new ICs. The only new collections of information are in the two new ICs, which are sixth and seventh on the list of IC titles above. NOTE 2: The Commission submitted this proposed revision in February 2023 and it was reviewed by OMB. The Commission then submitted a routine extension in June 2023 and OMB approved it in August 2023. This submission includes the new ICs that were in the earlier proposed revision as well as updates that were in the recent extension.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Yes

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 08/24/2023

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