Rule 425

Forms and Documents

Document Name	Status
Rule 425.SupportingStatement.2023.pdf Supporting Statement A	2023-12-18
Rule 425.30-Day.FederalRegister Notice.2023.pdf Supplementary Document	2023-12-18
Rule 425.60-Day.FederalRegisterNotice.2023.pdf Supplementary Document	2023-12-14
March 22, 2023 EDGAR PIA.pdf Supplementary Document	2023-12-14

IC Document Collections

IC ID	Document Title	Status
35312	Rule 425	Modified

ICR Details

OMB Control No: 3235-0521	ICR Reference No: 202312-3235-014
Status: Received in OIRA	Previous ICR Reference No: 202010-3235-012
Agency/Subagency: SEC	Agency Tracking No: CF 270-462
Title: Rule 425
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 12/18/2023

	Requested	Previously Approved
Expiration Date	36 Months From Approved	12/31/2023
Responses	5,370	7,160
Time Burden (Hours)	1,343	1,790
Cost Burden (Dollars)	0	0

---

Abstract: Securities Act Rule 425 requires the filing of certain prospectuses and communications under Rules 135 and 165 in connection with business combination transactions.

---

Authorizing Statute(s): US Code: 15 USC 77f, 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
  

Citations for New Statutory Requirements: None

---

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

---

Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	88 FR 68726	10/04/2023
30-day Notice:	Federal Register Citation:	Citation Date:
	88 FR 85937	12/11/2023
Did the Agency receive public comments on this ICR? No

---

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Rule 425

---

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	5,370	7,160	0	0	-1,790	0
Annual Time Burden (Hours)	1,343	1,790	0	0	-447	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The decrease of 447 burden hours is due to a decrease of 1,790 issuers filing communications under Rule 425 with the Commission.

---

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.     Yes

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]? No

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

Is this ICR related to the Pandemic Response? No

---

Common Form ICR:  No

---

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: 12/18/2023

---