Section 13(e) of the Securities Exchange Act of 1934 (the “Act”) makes it unlawful for an issuer to purchase its own equity securities unless the purchase is in compliance with such rules and regulations as set forth by the Commission for protection of public interest or for the protection of the investors.
In order to facilitate compliance with Section 13(e), the Commission adopted
Rule 13e-1 (17 CFR 240.13e-1). Rule 13e-1 states that an issuer that has received notice that it is the subject of a tender offer made under Section 14(d)(1) of the Act, that has commenced under Rule 14d-2, cannot purchase any of its equity securities during the tender offer unless the issuer first files a statement with the Commission containing the required information under Rule 13e-1. This rule is in keeping with the Commission’s statutory responsibility to prescribe rules and regulations that are necessary for the protection of investors.
A principal function of the Federal securities laws’ disclosure provisions is to make information available to the securities markets. The Commission uses very little of the collected information for itself, except on an occasional basis in the enforcement of the securities laws. The information required by the Commission assures the public availability and dissemination of such information.
The decrease in the annual burdens (of 9 hours and $28,937) is due to a decrease in the estimated number of annual Rule 13e-1 responses (from 10 responses to 1 response). The decrease in the cost burden is partially offset by an increase in the Commission’s estimate of the cost to issuers of outside professionals (from $400 per hour to $600 per hour).
No
Yes
No
No
No
No
No
Pearl Crawley 202 551-3256 crawleyp@sec.gov
Yes
The Securities and Exchange Commission (“Commission”) is submitting this Supporting Statement to request approval from the Office of Management and Budget (“OMB”) (1) for the extension of the existing collection of information (OMB Control No. 3235-0305) and (2) to designate OMB Control No. 3235-0305 as a “common form” for purposes of Paperwork Reduction Act (“PRA”) submissions because the Board of Governors of the Federal Reserve System uses this information collection (under OMB Control No. 7100-0091).
Agency/Sub Agency
RCF ID
RCF Title
RCF Status
IC Title
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:
(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;
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.
03/06/2026
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Rule 13e-1