---------------------------------------------------------------------------

    \826\ Id. at 839 (positing that ``institutions incorporate short
selling into their strategies, not necessarily by taking net-short
positions, but instead by combining leveraged long equity index
positions with smaller actively managed short portfolios.'').
    \827\ A small entity, with less than $25M in assets under
management, is not able to hold a short position of at least 2.5% in
a company with a market capitalization above $1B. Such companies
represent over 98.5% of the overall market cap of US equities. See
also Stock Market Size Categories (2021), available at https://stockmarketmba.com/sizecategories.php (calculating approximately
three percent (3%) of the US stock market consists of common stocks
of companies with less than $2B in market capitalization (i.e.,
small-cap and micro-cap stocks) and stating that micro-cap companies
are generally too small for even most large institutional investment
managers to invest in).
    \828\ An analysis by Commission of the daily dataset of the
Center for Research in Security Prices (``CRSP'') showed that for
the month of Oct. 2021, on average, the number of companies with
less than $1B in market capitalization (2,293) constituted 1.51% of
the overall market capitalization.
---------------------------------------------------------------------------

    When it comes to meeting the dollar value limits of Threshold B and
the first prong of Threshold A, it is important to note that for the
subset of Managers that engage in the most short selling activity--
hedge funds \829\--less than twenty-five percent have less than $50M in
assets under management.\830\ Indeed, research shows that most hedge
funds have assets under management above the amount that would qualify
them as small entities under Rule 0-7(a), i.e., above $25M.\831\
Further, the Commission certified in the Proposing Release that
Proposed Rule 13f-2 would not have a significant economic impact on a
substantial number of small entities, as defined under Rule 0-10, for
purposes of the RFA. The Commission requested written comments
regarding this certification and did not receive any. Additionally, and
as described above, the adopted dollar-value based prong of Threshold A
for reporting company issuer securities is based on a monthly average
rather than a daily calculation, likely capturing fewer Managers than
would have been required to report under the proposed daily dollar-
value prong of Threshold A, so it is even less likely that small
entities will be required to report on Form SHO as adopted.
---------------------------------------------------------------------------

    \829\ See Molk and Partnoy, supra note 510, at 846.
    \830\ See David Goldin, Elephant in the room? Size and hedge
fund performance, Aurum (June 28, 2019), available at https://www.aurum.com/insight/elephant-in-the-room-size-and-hedge-fund-performance/.
    \831\ See Daniel Barth et al., The Hedge Fund Industry is Bigger
(and Has Performed Better) Than You Think (Office of Fin. Research,
Working Paper No. 20-01, Feb. 25, 2020, Revised Mar. 8, 2021).
---------------------------------------------------------------------------

    For these reasons, the Commission certifies that Rule 13f-2 will
not have a significant economic impact on a substantial number of small
entities, as defined under Rule 0-10, for purposes of the RFA.
    Certification for the Amendment to CAT. The amendment to the CAT
NMS Plan will impose requirements on the CAT NMS Plan Participants (the
national securities exchanges registered with the Commission under
section 6 of the Exchange Act and FINRA), and broker-dealers that
effect short sales utilizing the bona fide market making exception
pursuant to Rule 203(b)(2)(iii) of Regulation SHO and report use of the
exception to CAT.
    With respect to the national securities exchanges, the Commission's
definition of a small entity is an exchange that has been exempt from
the reporting requirements of Rule 601 of Regulation NMS, and is not
affiliated with any person (other than a natural person) that is not a
small business or small organization.\832\ None of the national
securities exchanges registered under section 6 of the Exchange Act
that will be subject to the amendments are ``small entities'' for
purposes of the RFA. In addition, FINRA is not a ``small entity.''
\833\ Based on Commission knowledge and experience with broker-dealers
that identify as market makers, the Commission does not believe that
any broker-dealer that effects short sales utilizing the bona fide
market making

exception pursuant to Rule 203(b)(2)(iii) of Regulation SHO and reports
to the CAT will qualify as a small entity pursuant to Exchange Act Rule
0-10(c), because they either exceed $500,000 in total capital or are
affiliated with a person that is not a small entity as defined in Rule
0-10. Given the above estimates it is possible, but unlikely, that in
the future a small entity may come within scope of the Amendment to
CAT, because such firms are likely to exceed $500,000 in total capital
or be affiliated with a person that is not a small entity.
---------------------------------------------------------------------------

    \832\ See 17 CFR 240.0-10(e) (stating that a broker-dealer is a
small entity if it has total net capitalization (net worth plus
subordinated liabilities) of less than $500,000 on the date in the
prior fiscal year as of which its audited financial statements were
prepared pursuant to 17 CFR 240.17a-5(d), and it is not affiliated
with any person (other than a natural person) that is not a small
business or small organization).
    \833\ See 13 CFR 121.201.
---------------------------------------------------------------------------

    For the foregoing reasons, the Commission certifies that the
Amendment to CAT will not have a significant economic impact on a
substantial number of small entities for purposes of the RFA.

X. Other Matters

    Pursuant to the Congressional Review Act,\834\ the Office of
Information and Regulatory Affairs has designated these rules as a
``major rule,'' as defined by 5 U.S.C. 804(2).
---------------------------------------------------------------------------

    \834\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------

    If any of the provisions of these final rules, or the application
thereof to any person or circumstance, is held to be invalid, such
invalidity shall not affect other provisions or application of such
provisions to other persons or circumstances that can be given effect
without the invalid provision or application.

Statutory Authority

    The Commission is adopting the rule and form contained in this
document under the authority set forth in the Exchange Act [15 U.S.C.
78a et seq.], particularly sections 3, 10(b), 12, 13(f), 15, (d),
23(a), 35A, 36 thereof [15 U.S.C. 78c, 78j(b), 78l, 78m(f), 78o(d),
78w(a), 78ll, and 78mm], and Public Law 111-203, 929X, 124 Stat. 1376
(2010). The Commission is amending the CAT NMS Plan pursuant to the
Exchange Act, particularly Sections 2, 3, 5, 6, 11A, 15, 15A, 17(a) and
(b), 19, and 23(a) thereof [15 U.S.C. 78b, 78c, 78e, 78f, 78k-1, 78o,
78o-3, 78q(a) and (b), 78s, and 78w(a)], and Rules 608(a)(2) and (b)(2)
thereunder.

List of Subjects in 17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of Amendments

    In accordance with the foregoing, the Commission is amending title
17, chapter II of the Code of the Federal Regulations as follows.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
1. The authority citation for part 240 is amended by removing the
sectional authority for Sec.  240.13f-2(T) to read in part as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o,
78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll,
78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et
seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C.
1350; and Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L.
112-106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise
noted.
* * * * *

0
2. Add Sec.  240.13f-2 to read as follows:

Sec.  240.13f-2  Reporting by institutional investment managers
regarding gross short position and activity information.

    (a) An institutional investment manager shall file a report on Form
SHO (referenced in 17 CFR 249.332), in accordance with the form's
instructions, with the Commission within 14 calendar days after the end
of each calendar month with regard to:
    (1) Each equity security that is of a class of securities that is
registered pursuant to section 12 of the Exchange Act or for which the
issuer of that class of securities is required to file reports pursuant
to section 15(d) of the Exchange Act over which the institutional
investment manager and all accounts over which the institutional
investment manager (or any person under the institutional investment
manager's control) has investment discretion with respect to either:
    (i) A monthly average gross short position at the close of regular
trading hours in the equity security with a U.S. dollar value of $10
million or more; or
    (ii) A monthly average gross short position at the close of regular
trading hours as a percentage of shares outstanding in the equity
security of 2.5 percent or more; and
    (2) Each equity security that is of a class of securities that is
not registered pursuant to section 12 of the Exchange Act or for which
the issuer of that class of securities is not required to file reports
pursuant to section 15(d) of the Exchange Act over which the
institutional investment manager and all accounts over which the
institutional investment manager (or any person under the institutional
investment manager's control) has investment discretion with respect to
a gross short position in the equity security with a U.S. dollar value
of $500,000 or more at the close of regular trading hours on any
settlement date during the calendar month.
    (3) Form SHO and any amendments thereto must be filed with the
Commission via the Commission's Electronic Data Gathering, Analysis,
and Retrieval system (``EDGAR''), in accordance with 17 CFR part 232
(Regulation S-T). The Commission will publish, on an aggregated basis,
certain information regarding each equity security reported by
institutional investment managers on Form SHO and filed with the
Commission via EDGAR.
    (b) For the purposes of this section:
    (1) The term institutional investment manager has the same meaning
as in section 13(f)(6)(A) of the Exchange Act.
    (2) The term equity security has the same meaning as in section
3(a)(11) of the Exchange Act and Sec.  240.3a11-1 (Rule 3a11-1).
    (3) The term investment discretion has the same meaning as in Sec.
240.13f-1(b) (Rule 13f-1(b)).
    (4) The term gross short position means the number of shares of the
equity security that are held short as a result of short sales as
defined in 17 CFR 242.200(a) (Rule 200(a) of Regulation SHO), without
inclusion of any offsetting economic positions such as shares of the
equity security or derivatives of such equity security.
    (5) The term regular trading hours has the same meaning as in 17
CFR 242.600(b)(77) (Rule 600(b)(77)).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
3. The general authority citation for part 249 continues to read as
follows:

    Authority:  15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), Sec. 72001 Pub. L. 114-94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134 Stat.
1063 (2020), unless otherwise noted.
* * * * *

0
4. Add Sec.  249.332 to read as follows:

Sec.  249.332  Form SHO, report of institutional investment managers
pursuant to section 13(f)(2) of the Securities Exchange Act of 1934.

    This form shall be used by institutional investment managers that
are required to furnish reports pursuant to section 13(f)(2) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(f)(2)) and 17 CFR
240.13f-2 (Rule 13f-2).

0
5. Add Form SHO referenced in Sec.  249.332.

    Note: Form SHO is attached as Appendix A to this document. Form
SHO will not appear in the Code of Federal Regulations.

    By the Commission.

    Dated: October 13, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.

    Note:  The following appendix will not appear in the Code of
Federal Regulations.

Appendix A--Form SHO

OMB Number: XXXX-XXXX

FORM SHO

Information Required of Institutional Investment Managers Pursuant to
Section 13(f)(2) of the Securities Exchange Act of 1934 and Rules
Thereunder

General Instructions

    Rule as to Use of Form SHO. Institutional investment managers
(``Managers'') must use Form SHO for reports to the Commission
required by Rule 13f-2 [17 CFR 240.13f-2] promulgated under section
13(f)(2) of the Securities Exchange Act of 1934 [15 U.S.C.
78m(f)(2)] (``Exchange Act''). A Manager shall file a report on Form
SHO in accordance with these instructions with the Commission within
14 calendar days after the end of each calendar month with regard
to: (1) each equity security that is of a class of securities that
is registered pursuant to section 12 of the Exchange Act or for
which the issuer of that class of securities is required to file
reports pursuant to section 15(d) of the Exchange Act over which the
Manager and all accounts over which the Manager (or any person under
the Manager's control) has investment discretion with respect to
either (A) a monthly average gross short position at the close of
regular trading hours in the equity security with a value of $10
million or more, or (B) a monthly average gross short position at
the close of regular trading hours as a percentage of shares
outstanding in the equity security of 2.5 percent or more; and (2)
each equity security that is of a class of securities that is not
registered pursuant to section 12 of the Exchange Act or for which
the issuer is not required to file reports pursuant to section 15(d)
of the Exchange Act over which the Manager and all accounts over
which the Manager (or any person under the Manager's control) has
investment discretion with respect to a gross short position in the
equity security with a U.S. dollar value of $500,000 or more at the
close of regular trading hours on any settlement date during the
calendar month. For purposes of Rule 13f-2 and Form SHO, ``regular
trading hours'' shall have the meaning ascribed in Rule 600(b)(77)
under the Exchange Act [17 CFR 242.600(b)(77)].
    A Manager that determines that it has filed a Form SHO with
errors that affect the accuracy of the short sale data reported must
file an amended and restated Form SHO within ten (10) calendar days
of discovering the error.
    Rules to Prevent Duplicative Reporting. If two or more Managers,
each of which is required by Rule 13f-2 to file Form SHO for the
reporting period, exercise investment discretion with respect to the
same securities, only one such Manager must report the information
in its report on Form SHO. If a Manager has information that is
required to be reported on Form SHO and such information is reported
by another Manager (or Managers), such Manager must identify the
Manager(s) reporting on its behalf in the manner described in
Special Instruction 5.
    Filing of Form SHO. A reporting Manager must file Form SHO with
the Commission via the Commission's Electronic Data Gathering,
Analysis, and Retrieval system (``EDGAR''), in accordance with
Regulation S-T. The Commission plans to publish certain data from
the filings on an aggregated basis.
    All information included in a Form SHO report is deemed subject
to a confidential treatment request under 17 CFR 200.83. The
Commission plans to publish only aggregated data derived from
information provided in Form SHO reports.
    Technical filing errors may cause delays in the filing of Form
SHO. Technical support for making Form SHO reports is available
through EDGAR Filer Support.

Instructions for Calculating Reporting Threshold

    A Manager shall file a report on Form SHO:
     with regard to each equity security that is of a class
of securities that is registered pursuant to section 12 of the
Exchange Act or for which the issuer is required to file reports
pursuant to section 15(d) of the Exchange Act (a ``reporting company
issuer'') in either of the following circumstances: (1) the Manager
and all accounts over which the Manager or any person under the
Manager's control has investment discretion that are a monthly
average gross short position at the close of regular trading hours
in the equity security with a U.S. dollar value of $10 million or
more, or (2) the Manager and all accounts over which the Manager or
any person under the Manager's control has investment discretion
that are a monthly average gross short position at the close of
regular trading hours as a percentage of shares outstanding in the
equity security of 2.5 percent or more (``Threshold A'').
     with regard to each equity security that is of a class
of securities of an issuer that is not a reporting company issuer as
described above (a ``non-reporting company issuer''), when the
Manager and all accounts over which the Manager or any person under
the Manager's control has investment discretion that are a gross
short position in the equity security with a U.S. dollar value of
$500,000 or more at the close of regular trading hours on any
settlement date during the calendar month (``Threshold B'').
    With respect to each equity security to which the circumstances
described in Threshold A or Threshold B applies, the Manager shall
report the information, as described in the ``Special Instructions''
below, aggregated across accounts over which the Manager, or any
person under the Manager's control, has investment discretion.
    To determine whether the dollar value threshold described in (1)
of Threshold A above is met, a Manager shall determine its gross
short position at the close of regular trading hours in the equity
security (as defined in Rule 13f-2) on each settlement date during
the calendar month and multiply that figure by the closing price at
the close of regular trading hours on the settlement date (``end of
day dollar value''). The Manager shall then add all end of day
dollar values during the calendar month and divide that sum by the
number of settlement dates in the month to arrive at a ``monthly
average'' for each equity security the Manager traded during that
calendar month reporting period.
    To determine whether the dollar value threshold described in
Threshold B above is met, a Manager shall determine its gross short
position at the close of regular trading hours in the equity
security (as defined in Rule 13f-2) on each settlement date during
the calendar month and multiply that figure by the closing price at
the close of regular trading hours on the settlement date. If such
closing price is not available, a Manager shall use the price at
which it last purchased or sold any share of that security.
    To determine whether the percentage threshold described in (2)
of Threshold A above is met, the Manager shall (a) determine its
gross short position at the close of regular trading hours in the
equity security (as defined in Rule 13f-2) on each settlement date
during the calendar month, and divide that figure by the number of
shares outstanding in such security at the close of regular trading
hours on the settlement date, and (b) add up the daily percentages
during the calendar month as determined in (a) and divide that sum
by the number of settlement dates in the month to arrive at a
``monthly average'' for each equity security the Manager traded
during that calendar month reporting period. The number of shares
outstanding of the security for which information is being reported
shall be determined by reference to an issuer's most recent annual
or quarterly report, and any subsequent update thereto, filed with
the Commission.

Special Instructions

    1. This form consists of two parts: the Cover Page, and the
Information Tables.

Cover Page

    2. The period end date used in the report (and in the EDGAR
submission header) is the last settlement day of the calendar month.
The date shall name the month, and express the day and year in
Arabic numerals, with the year being a four-digit numeral (e.g.,
2023).
    3. Amendments to Form SHO must restate the Form SHO in its
entirety. If the Manager is filing the Form SHO report as an
amendment, then the Manager must check the ``Amendment and
Restatement'' box on the Cover Page; and enter the amendment number.
Each Amendment and Restatement must include a complete Cover Page
and Information Tables. Amendments must be filed sequentially.
    a. In the space designated on the Cover of Page of each
Amendment and Restatement, a Manager shall (1) provide a written
description of the revision being made; (2) explain the reason for
the revision; and (3) indicate whether data from any additional Form
SHO reporting period(s) (up to the past

12 calendar months) is/are affected by the Amendment and
Restatement.
    b. If (3) applies, a Manager shall complete and file a separate
Amendment and Restatement for each previous calendar month so
affected (up to the past 12 months) and provide a description of the
revision being made and explain the reason for the revision.
    4. Present the Cover Page information in the format and order
provided in the form, including the non-lapsed Legal Entity
Identifier (``LEI''), if any, of the Manager filing the Form SHO
report. The Cover Page shall include only the required information.
Do not include any portions of the Information Tables on the Cover
Page.
    5. Designate the Report Type for the Form SHO by checking the
appropriate box in the Report Type section of the Cover Page, and
include, where applicable, the Name and non-lapsed LEI (if
available) of each of the Other Managers Reporting for this Manager
on the Cover Page, and the Information Tables, as follows:
    a. If all of the information that a Manager is required by Rule
13f-2 to report on Form SHO is reported by another Manager (or
Managers), check the box for Report Type ``FORM SHO NOTICE,''
include on the Cover Page the Name and non-lapsed LEI (if available)
of each of the Other Managers Reporting for this Manager, and omit
the Information Tables.
    b. If all of the information that a Manager is required by Rule
13f-2 to report on Form SHO is reported in this report, check the
box for Report Type ``FORM SHO ENTRIES REPORT,'' omit the ``Name and
Non-Lapsed LEI (if available) of each of the Other Managers
Reporting for this Manager'' section of the Cover Page, and include
the Information Tables.
    c. If only a part of the information that a Manager is required
by Rule 13f-2 to report on Form SHO is reported in this report,
check the box for Report Type ``FORM SHO COMBINATION REPORT,''
include on the Cover Page the name and non-lapsed LEI (if available)
of each of the Other Managers Reporting for this Manager, and
include the Information Tables.

Information Tables

    6. Do not include any additional information in the Information
Tables. Do not include any portions of the Information Tables on the
Cover Page.
    7. In reporting information required on Information Tables 1 and
2, Managers must account for a gross short position in an ETF, and
activity that results in the acquisition or sale of shares of the
ETF resulting from call options exercises or assignments; put
options exercises or assignments; tendered conversions; secondary
offering transactions; or other activity, as discussed further
below. In determining its gross short position in an equity
security, however, a Manager is not required to consider short
positions that the ETF holds in individual underlying equity
securities that are part of the ETF basket.
    8. Instructions for Information Table 1--Manager's Gross Short
Position:
    a. Column 1. Settlement Date. Enter in Column 1 the last day of
the calendar month of the reporting period on which a trade settles
(``settlement date'').
    b. Column 2. Issuer Name. Enter in Column 2 the name of the
issuer of the security for which information is being reported.
Reasonable abbreviations are permitted.
    c. Column 3. Issuer LEI. If the issuer has an LEI, enter the
issuer's LEI in Column 3.
    d. Column 4. Title of Class. Enter in Column 4 the title of the
class of the security for which information is being reported.
Reasonable abbreviations are permitted.
    e. Column 5. CUSIP Number. Enter in Column 5 the nine (9) digit
CUSIP number of the security for which information is being
reported, if applicable.
    f. Column 6. FIGI. Enter in Column 6 the twelve (12) character,
alphanumeric Financial Instrument Global Identifier (``FIGI'') of
the security for which information is being reported, if a FIGI has
been assigned.
    g. Column 7. End of Month Gross Short Position (Number of
Shares). Enter in Column 7 the number of shares that represent the
Manager's gross short position in the security for which information
is being reported at the close of regular trading hours on the last
settlement date of the calendar month of the reporting period. The
term ``gross short position'' means the number of shares of the
security for which information is being reported that are held
short, without inclusion of any offsetting economic positions--
including shares of the reportable equity security or derivatives of
such security.
    h. Column 8. End of Month Gross Short Position (rounded to
nearest USD). Enter in Column 8 the U.S. dollar value of the shares
reported in Column 7, rounded to the nearest dollar. A Manager shall
report the corresponding dollar value of the reported gross short
position by multiplying the number of shares of the security for
which information is being reported by the closing price at the
close of regular trading hours on the last settlement date of the
calendar month. In circumstances where such closing price is not
available, the Manager shall use the price at which it last
purchased or sold any share of that security.
    9. Instructions for Information Table 2--Daily Activity
Affecting Manager's Gross Short Position During the Reporting
Period:
    a. Column 1. Settlement Date. Enter in Column 1 each date during
the reporting period on which a trade settles (settlement date). The
Manager shall report information for each settlement date during the
calendar month reporting period as described in these instructions.
    b. Column 2. Issuer Name. Enter in Column 2 the name of the
issuer of the equity security for which information is being
reported. Reasonable abbreviations are permitted.
    c. Column 3. Issuer LEI. If the issuer has an LEI, enter the
issuer's LEI in Column 3.
    d. Column 4. Title of Class. Enter in Column 4 the title of the
class of the security for which information is being reported.
Reasonable abbreviations are permitted.
    e. Column 5. CUSIP Number. Enter in Column 5 the nine (9) digit
CUSIP number of the security for which information is being
reported, if applicable.
    f. Column 6. FIGI. Enter in Column 6 the twelve (12) character,
alphanumeric FIGI of the security for which information is being
reported, if a FIGI has been assigned.
    g. Column 7. Net Change in Short Position (Number of Shares).
For the settlement date set forth in Column 1, enter the net change
in short position (represented as a number of shares) reflecting how
the reported gross short position in shares of the security for
which information is being reported are being closed out--or
increased--as a result of the acquisition or sale of shares of that
equity security, by taking into account:
    (1) Short sales of the security that settled on that date.
    (2) Shares of the security that were purchased to cover, in
whole or in part, an existing short position and settled on that
date.
    (3) Shares of the security that were acquired in a call option
exercise that reduces or closes a short position on that security
and settled on that date.
    (4) Shares of the security that were sold in a put option
exercise that creates or increases a short position on that security
and settled on that date.
    (5) Shares of the security that were sold in a call option
assignment that creates or increases a short position on that
security and settled on that date.
    (6) Shares of the security that were acquired in a put option
assignment that reduces or closes a short position on that security
and settled on that date.
    (7) Shares of the security for which information is being
reported that were acquired as a result of the tendered conversions
that reduces or closes a short position on that security and settled
on that date.
    (8) Shares of the security that were obtained through a
secondary offering transaction that reduces or closes a short
position on that security and settled on that date. Such secondary
offering purchases must be reported whether they occurred outside or
within the restricted period of Rule 105 of Regulation M, 17 CFR
242.105, which prohibits purchasing offering shares within the
restricted period after selling short.
    (9) Shares of the security that resulted from other activity not
previously reported on this form that creates or increases a short
position on that security and settled on that date, or that reduces
or closes a short position on that security and settled on that
date.
    (10) Activity other than (1) through (9) above that creates or
increases, or reduces or closes, a short position on that security,
including, but not limited to, shares resulting from ETF creation or
redemption activity.

Paperwork Reduction Act Information

    Persons who are to respond to the collection of information
contained in this form are not required to respond to the collection
of information unless the form displays a currently valid Office of
Management and Budget (``OMB'') control number.

OMB Number: XXXX-XXXX

United States

Securities and Exchange Commission

Washington, DC 20549

FORM SHO

Form SHO Cover Page

    Report for the Period Ended: [Month/Day/Year]
    Check here if Amendment and Restatement [ ]; Amendment Number:
    Description of the Amendment and Restatement, Reason for the
Amendment and Restatement, and Which Additional Form SHO Reporting
Period(s) (up to the past 12 calendar months), if any, is/are
affected by the Amendment and Restatement:
    Institutional Investment Manager (``Manager'') Filing Report:

Name:------------------------------------------------------------------
Mailing Address:-------------------------------------------------------
Business Telephone Number:---------------------------------------------
Business Email:--------------------------------------------------------
Non-Lapsed Legal Entity Identifier
 (``LEI''):------------------------------------------------------------
Contact Employee:------------------------------------------------------
Name and Title:--------------------------------------------------------
Business Telephone Number:---------------------------------------------
Business Email:--------------------------------------------------------
Date Filed:------------------------------------------------------------

    The Manager filing this report hereby represents that all
information contained herein is true, correct and complete, and that
it is understood that all required items, statements, schedules,
lists, and tables, are considered integral parts of this form.
    Report Type (Check only one):
    [ ] FORM SHO ENTRIES REPORT. (Check here if all entries of this
reporting Manager are reported in this report.)
    [ ] FORM SHO NOTICE. (Check here if no entries reported are in
this report, and all entries are reported by other reporting
Manager(s).)
    [ ] FORM SHO COMBINATION REPORT. (Check here if a portion of the
entries for this reporting Manager is reported in this report and a
portion is reported by other reporting Manager(s).)
    Name and Non-Lapsed LEI of each of the Other Manager(s)
Reporting for this Manager:
    [If there are no entries in this list, omit this section.]

Name:------------------------------------------------------------------
Non-Lapsed LEI:--------------------------------------------------------

[Repeat as necessary.]

                                               Information Table 1--Manager's Monthly Gross Short Position
--------------------------------------------------------------------------------------------------------------------------------------------------------
           Column 1                Column 2          Column 3          Column 4          Column 5          Column 6         Column 7         Column 8
--------------------------------------------------------------------------------------------------------------------------------------------------------
Settlement Date (Month End)..  Issuer Name.....  Issuer LEI......  Title of Class..  CUSIP Number....  FIGI...........  End of Month     End of Month
                                                                                Gross Short      Gross Short
                                                                                Position         Position
                                                                                (Number of       (rounded to
                                                                                Shares).         nearest USD).
--------------------------------------------------------------------------------------------------------------------------------------------------------

(Repeat as Necessary)

                        Information Table 2--Daily Activity Affecting Manager's Gross Short Position During the Reporting Period
--------------------------------------------------------------------------------------------------------------------------------------------------------
            Column 1                   Column 2            Column 3            Column 4            Column 5            Column 6            Column 7
--------------------------------------------------------------------------------------------------------------------------------------------------------
Settlement Date.................  Issuer Name.......  Issuer LEI........  Title of Class....  CUSIP Number......  FIGI..............  Net Change in
                                                                                Short Position
                                                                                (Number of
                                                                                Shares).
--------------------------------------------------------------------------------------------------------------------------------------------------------

(Repeat as Necessary)

[FR Doc. 2023-23050 Filed 10-31-23; 8:45 am]
BILLING CODE 8011-01-P