require reporting if the average short position surpasses the threshold
for the month prior to the reporting period or if average positions
surpass the threshold

for the prior period (e.g. week, or two weeks). The fundamental
tradeoff with such thresholds compares the simplicity of the rule with
the potential to game the threshold by strategic trading. Such
alternative frequencies face the fundamental tradeoff of increased cost
and increased transparency of the data. Put simply, increasing the
reporting frequency increases the number of reports and thus increases
the cost associated with reporting by a similar factor. Increased
reporting frequency could also result in collecting more information
than the current proposal. The difference between the information
collected in the current proposal and this alternative would mainly
come from the frequency and timeliness of the reports. The improved
timeliness could increase the risk of copycat strategies, but also
improve price efficiency. An additional difference to the data may come
from Managers who for a short time have short positions that are
subject to Threshold A and are above the 2.5% threshold but below the
$10 million threshold, but do not maintain an average short position
over 2.5% over the month. These Managers may be required to report with
more frequent disclosures.\378\
---------------------------------------------------------------------------

    \378\ Many Commenters on temporary Rule 10a-3T stated that
weekly reporting was overly burdensome. See supra note 306.
---------------------------------------------------------------------------

    The Commission could also consider different reporting windows for
Managers who meet the threshold short positions to report Proposed Form
SHO. The current proposal requires Managers to report Proposed Form SHO
within 14 calendar days of the end of each month. Shorter time horizons
may increase the cost of reporting as Managers would have less time to
gather and submit the data on Proposed Form SHO and may need to build
costlier procedures to ensure compliance with the reporting
requirement.\379\ A mitigating factor is that most of this reporting is
likely to be done electronically, consequently it may not take the full
14 calendar days for Managers to gather and file the required data to
the Commission.
---------------------------------------------------------------------------

    \379\ See Seward & Kissel LLP letter (discussing Temporary Rule
10a3-T) at 5, available at https://www.sec.gov/comments/s7-31-08/s73108-43.pdf.
---------------------------------------------------------------------------

    Additionally, the Commission could adopt different horizons for
releasing the aggregated data after the reporting deadline. The
fundamental tradeoff in terms of the delay between reporting and when
the Commission releases the aggregated data is that a shorter delay
increases the relevance of the data, in terms of the bearish sentiment
it contains which may improve managerial decision making, as well as
providing more timely information about bearish sentiment in the
market. At the same time a shorter delay increases the likelihood of
copycat behavior which decreases the incentive that short sellers have
to gather information potentially leading to lower price efficiency and
greater volatility. The converse is true for longer delays.
Additionally, a shorter delay provides less time for the Commission to
aggregate the data and run checks on the aggregated data to ensure the
Commission's aggregation is error-free, and also provides less time for
amendments to be filed, both of which could harm the quality of the
data.
b. Requiring Information From Customers for Proposed Rule 205
    To enhance the value of the buy to cover mark in CAT, the
Commission could also modify components of Regulation SHO whereby
broker-dealers would be required to gather information from customers
regarding whether a purchase meets the definition of buy to cover. In
Proposed Rule 205, broker-dealers would be required to mark
transactions a buy to cover based only on information to which they
currently have access and they would not be required to net such
activity across the same customer's accounts at that broker-dealer.
This may miss some buy to cover trades that may occur if a Manager uses
a broker to execute short sales and a prime broker (or prime brokers)
for other long positions. In this case, the broker-dealer managing the
purchase of shares would not know that the buy is actually a buy to
cover and would thus not mark the trade as such. The current proposal
may also miss some transactions that may occur if a Manager uses
multiple accounts at the same broker-dealer to trade.
    To close this gap in buy to cover data, the Commission could
require broker-dealers to collect information from customers concerning
whether a given buy trade is a buy to cover trade, when considering
positions held at other broker-dealers. This alternative would increase
the accuracy of the buy to cover information collected via Proposed
Rule 205, which would enhance the benefits discussed in Part VIII.D.
However, this alternative would impose significant costs on broker-
dealers that do not already collect such information relative to the
current proposal as it would require broker-dealers to alter their
systems to collect this additional information from customers. It would
also impose costs on customers who would likewise need to alter their
own systems and to report such information to their broker-dealer. The
number of customers incurring those costs would be limited to the
number of customers employing multiple broker-dealers to execute trades
and maintain positions. For customers with only one broker-dealer, this
alternative would not impose any additional costs as in this case their
only broker-dealer would have a comprehensive view of the customer's
positions from which to determine whether a trade was buy to cover or
not.
    The Commission could also require broker-dealers to aggregate
trades across all accounts by the same purchaser at the same broker-
dealer when determining buy to cover status of an order under Proposed
Rule 205. This alternative would include short positions held in any
account other than the purchasing account, as well as offsetting long
positions held by the purchaser in the purchasing account or any other
account for purposes of the broker-dealer's ``buy to cover'' order
marking determination. This alternative could create more comprehensive
buy to cover marks in CAT but would also come with additional
compliance costs for broker-dealers as they would need to build out
systems to track the net positions of customers across all accounts in
real time to determine whether a given order qualified as a buy to
cover transaction.
c. Report Proposed Form SHO in Inline XBRL
    The proposal would require Proposed Form SHO to be filed in
Proposed Form SHO-specific XML, a structured, machine-readable data
language. As an alternative, the Commission might require Proposed Form
SHO to be filed in Inline eXtensible Business Reporting Language
(``Inline XBRL''), a separate data language that is designed for
business reporting information and is both machine-readable and human-
readable. Compared to the proposal, the Inline XBRL alternative for
Proposed Form SHO would provide more sophisticated validation,
presentation, and reference features for filers and data users.
However, given the fixed and constrained nature of the disclosures to
be reported on Proposed Form SHO (e.g., the information would be as of
a single reporting date rather than multiple reporting dates, and
Managers would not be able to customize the content or presentation of
their reported data), the benefits of these additional features would
be muted. Compared to the proposal, this alternative would impose
greater initial implementation costs (e.g., licensing Inline XBRL
filing preparation software) upon reporting persons that have no prior
experience

structuring data in Inline XBRL.\380\ By contrast, because many
Managers that would be Proposed Form SHO filers would likely have
experience structuring filings in a similar EDGAR Form-specific XML
data language, such as in the context of submitting Form 13F, the
Proposed Form SHO-specific XML requirement would likely impose lower
implementation compliance costs on Proposed Form SHO filers than an
Inline XBRL requirement would impose.
---------------------------------------------------------------------------

    \380\ See Inline XBRL Filing of Tagged Data, Securities Act
Release No. 10514 (June 28, 2018), 83 FR 40846 at 40862, available
at https://www.sec.gov/rules/final/2018/33-10514.pdf (discussing
costs associated with Inline XBRL filing of operating company
financial statements and investment company risk/return summaries,
including software licensing costs).
---------------------------------------------------------------------------

G. Request for Comments

    The Commission requests comment on all aspects of this Economic
Analysis, including whether the analysis has: (1) Identified all
benefits and costs, including all effects on efficiency, competition,
and capital formation; (2) given due consideration to each benefit and
cost, including each effect on efficiency, competition, and capital
formation; and (3) identified and considered reasonable alternatives to
the proposed new rules and rule amendments. We request and encourage
any interested person to submit comments regarding the proposed rules,
our analysis of the potential effects of the proposed rules and
proposed amendments, and other matters that may have an effect on the
proposed rules. We request that commenters identify sources of data and
information as well as provide data and information to assist us in
analyzing the economic consequences of the proposed rules and proposed
amendments. We also are interested in comments on the qualitative
benefits and costs we have identified and any benefits and costs we may
have overlooked. In addition to our general request for comments on the
Economic Analysis associated with the proposed rules and proposed
amendments, we request specific comment on certain aspect of the
proposal:
     Q35: Short Selling Data. The Economic Analysis discusses
several existing sources of short selling data and the limitations of
each.
    [cir] Are the Commission's descriptions of existing short selling
data accurate? Why or why not? Please explain. Are there other relevant
existing data sources that the Commission should consider as a part of
the baseline? If so, please describe them.
    [cir] Are the Commission's descriptions of the various limitations
in existing short selling data accurate? Please explain. Are there
limitations that the Commission has not discussed? If so, please
describe these limitations.
     Q36: Additive Information in Proposed Rule 13f-2 and
Proposed Form SHO, Proposed Rule 205, and the Proposal to Amend CAT.
These Proposed Rules would require the reporting of short sale
information to EDGAR or to CAT.
    [cir] Would Proposed Rule 13f-2 and Proposed Form SHO provide
information to the public that is additive to what the public can
already access? Would these proposals solve some or all of the data
limitations discussed in the Economic Analysis? Why or why not?
    [cir] Would Proposed Rule 205 and the Proposal to Amend CAT solve
the data limitations discussed in the Economic Analysis? Why or why
not? Are there significant limitations, beyond those discussed above,
in the design of the data for the public in Proposed Rule 13f-2 and
Proposed Form SHO that limits the utility of the data to the public?
    [cir] Are there significant limitations, beyond those discussed
above, in the design of the data available to regulators in Proposed
Rule 13f-2 and Proposed Form SHO, Proposed Rule 205, and the Proposal
to Amend CAT?
     Q37: Market Oversight and Investor Protection. The
Economic Analysis describes how the information from the Proposed Rules
could be used to, for example, strengthen regulatory oversight of short
selling and facilitate market reconstructions.
    [cir] Would the Proposed Rule 13f-2 and Proposed Form SHO help to
strengthen regulatory oversight and facilitate market reconstructions?
Please explain. What would the role of each of the components of
Proposed Form SHO to these regulatory activities? Are there any other
regulatory activities facilitated by these proposed rules? If so,
please describe.
    [cir] Would Proposed Rule 205 and the Proposal to Amend CAT help to
strengthen regulatory oversight and facilitate market reconstructions?
Please explain. Are there any other regulatory activities facilitated
by these proposed rules? If so, please describe.
    [cir] Would the additional regulatory oversight of short selling
from the Proposed Rules help deter manipulative short selling behavior?
Why or why not? What are some other potential benefits to investors of
the regulatory activities facilitated by the Proposed Rules?
     Q38: Market Quality. The Economic Analysis describes both
potential improvements to market quality and potential harms to market
quality that could result from the published data from Proposed Rule
13f-2 and Proposed Form SHO. In addition, the Economic Analysis
describes potential improvements to market quality that could result
from Proposed Rule 205 and Proposed Amendments to CAT.
    [cir] Overall, would the Proposed Rules, on net, improve or harm
market quality? Please explain. Please discuss the extent, if any, to
which each proposed rule contributes to the overall effect on market
quality.
    [cir] Would the information published from Proposed Rule 13f-2 and
Proposed Form SHO be useful to market participants and provide
information that is not already reflected in prices? Please explain.
For example, would the published data help market participants better
understand existing short interest information by lining up the
position information with a short interest settlement date, by
identifying the aggregate positions held by reporting Managers, by
identifying the extent to which reporting Manager positions are fully
or partially hedged, or by revealing the daily changes in reporting
Manager short positions? Please explain. As a result, would such
information improve price efficiency and market liquidity? Please
explain.
    [cir] Would the regulatory activities facilitated by Proposed Rule
13f-2 and Proposed Form SHO, Proposed Rule 205, and the Proposal to
Amend CAT improve price efficiency and market liquidity? Please
explain.
    [cir] Would the compliance costs associated with Proposed Rule 13f-
2 and Proposed Form SHO lead to a reduction in shorting significant
enough to negatively affect price efficiency and/or market liquidity?
Why or why not?
    [cir] Would the published data from Proposed Rule 13f-2 and
Proposed Form SHO result in short selling Managers being more
vulnerable to fundamental information leakage, the revelation of
trading strategies, or short squeezes and other forms of retaliation?
Please explain. Would any of these effects be significant enough to
negatively affect price efficiency and/or market liquidity? Why or why
not? For example, would these effects significantly reduce the
incentive of Managers to engage in fundamental research? Please explain
and identify the particular part of elements of the published data that
would result in such effects.
    [cir] Would Managers seek to reduce their short positions to avoid
exceeding

a Reporting Threshold or to report a lower short position than the
Manager typical holds? Please explain. What would be the effect of such
behavior on price efficiency and market liquidity? Please explain.
    [cir] To what degree does the structure of the data, such as the
level of aggregation, threshold structure and delayed publication help
to mitigate any potential negative effects of Proposed Rule 13f-2 and
Proposed Form SHO? Please explain.
    [cir] Despite these mitigating factors, could market participants
identify the particular Managers and their reported positions and
activity? If so, what are the additional risks and costs faced by such
Managers? Please explain.
    [cir] Are option market makers likely to exceed the Reporting
Thresholds? If so, what would be the effect on price efficiency and
market liquidity of such inclusion? Please explain.
     Q39: XML Requirement.
    [cir] Would requiring the proposed short sale disclosures to be
filed on EDGAR in Proposed Form SHO-specific XML increase the economic
effects of the disclosure requirement by making the reported data more
useful to users? Why or why not?
    [cir] How would the costs and benefits of an Inline XBRL
requirement compare to the Proposed Form SHO-specific XML requirement
for the proposed short sale disclosures?
    [cir] Would requiring short sale disclosures be filed in Proposed
Form SHO-specific XML facilitate more efficient review and analysis of
the reported short sale disclosures by the Commission? Why or why not?
    [cir] Would the costs of the XML requirement vary by the type of
Manager likely to file Proposed Form SHO? If so, please explain which
Managers would incur higher or lower costs.
     Q40: Compliance Costs.
    [cir] Has the Commission appropriately evaluated the compliance
costs associated with the Proposed Rules? Please explain. What are the
primary cost drivers of the Proposed Rules?
    [cir] Would Proposed Rule 13f-2 and Proposed Form SHO have lower
compliance costs than former Rule 10a3-T? Please explain.
    [cir] Would the Proposed to Amend CAT to add information on buy to
cover and bona fide market making require an additional field or fields
to CAT? If so, what would the estimated cost be to add said fields?
    [cir] Would Proposed Rule 205 and Proposal to Amend CAT to include
buy-to-cover information be less costly than the ``open/close''
indicator that was not included the CAT NMS Plan? Please explain.
    [cir] Would the Reporting Thresholds impose a significant burden on
Managers who do not meet the threshold but must track their positions
to know if they at some point exceed the threshold? Please Explain.
    [cir] Would the compliance costs associated with the Proposals vary
by the various type of Manager? Would the costs of the XML requirement
vary by the type of Manager likely to file Proposed Form SHO? If so,
please explain which Managers would incur higher or lower costs.
    [cir] Do Managers other than registered investment advisers and
option market makers hold large short positions such that they would
exceed the Reporting Thresholds in Proposed Rule 13f-2? If so, which
types of Managers are likely to hold such short positions? Would the
effects of including such Managers in Proposed Rule 13f-2 be any
different than those described herein? Please explain.
     Q41: Other Economic Effects.
    [cir] Has the Commission appropriately evaluated the potential
impact of the Proposals on corporate managerial decision making? Why or
why not?
    [cir] Would the Proposals result in less securities lending and
potentially lower returns for investors in mutual funds, pension plans,
and other securities lenders?
    [cir] Please discuss whether and how the adoption of the Proposals
would impact securities lending market.
    [cir] Are there any economic effects not discussed in the Economic
Analysis? If so, please describe them.
     Q42: Potential Circumvention.
    [cir] Has the Commission accurately characterized economic short
disclosure in equity versus in derivatives markets? Why or why not?
    [cir] Would market participants circumvent reporting requirements
by trading derivatives? Why or why not?
    [cir] How costly would it be to include reporting regarding
securities other than equities, such as options and security based
swaps, in Proposed Form SHO?
    [cir] What additional benefit would there be to requiring reporting
in Proposed Form SHO of short positions arising from securities other
than equities, such as options and security based swaps, in Proposed
Form SHO?
     Q43: Efficiency, Competition, and Capital Formation.
    [cir] Has the Commission appropriately evaluated the potential
impact of the Proposals on efficiency, competition, and capital
formation? Please explain.
    [cir] Would the Proposed Rules have any effect on efficiency other
than the potential effects on price efficiency?
    [cir] Would Proposed Rule 13f-2 and Proposed Form SHO alter the
competitive landscape in the market to attract investor flows by
disadvantaging Managers who sell short relative to Managers who do not
sell short? Please explain.
    [cir] Would the overall effect on price efficiency of the Proposed
Rules be significant enough to affect capital formation? Please
explain. Would additional information on short selling help corporate
managers make better investment decisions, thereby improving capital
formation? Please explain. Would the Proposed Rules reduce capital
formation by discouraging investment in convertible securities by
raising the cost to hedge? Please explain. Would the Proposed Rules
promote capital formation through enhanced investor confidence? Please
explain.
     Q44: Alternatives, Generally.
    [cir] Are the Commission's descriptions and analyses of potential
alternatives to the Proposed Rules accurate? Why or why not? Are there
any other alternatives? If so, please describe the alternative(s)
including how the benefits and costs of the alternative(s) compare to
the benefits and costs of the Proposed Rules.
     Q45: Alternative Approaches.
    [cir] Has the Commission appropriately evaluated the alternative
whereby short selling information would be collected using CAT,
including bona fide market making and buy to cover information, then
aggregated and published? Why or why not? Would this alternative raise
any security issues associated with CAT, either in the collection of
such new information or in the publication of aggregated CAT data?
Please explain.
    [cir] Has the Commission appropriately evaluated the alternative
whereby the bi-monthly short interest collected by FINRA would be
codified, FINRA would be required to publish a version of its short
interest information that specifically identifies the aggregate short
interest of Managers, and/or non-FINRA Managers would be required to
report to FINRA? Why or why not?
    [cir] Has the Commission appropriately evaluated the alternative
whereby broker-dealers would file Proposed Form SHO reports with the
Commission on behalf of Managers? Why or why not?
    [cir] Has the Commission appropriately evaluated the alternative
whereby Proposed Rule 13f-2 and Proposed Form SHO would be explicitly
crafted to be consistent with European disclosure requirements,
including reporting thresholds? Why or why not?

     Q46: Data Modification Alternatives.
    [cir] Has the Commission appropriately evaluated the alternative
whereby the information included in Proposed Form SHO would be released
in a different manner, including releasing Proposed Form SHO reports
exactly as they are filed, identifying the Managers, releasing Proposed
Form SHO as filed but stripped of Manager identities, releasing the
number of entities whose Proposed Form SHO reports were filed,
aggregating at the issuer level as opposed to the security level,
releasing aggregations of the various categories of changes in short
positions, and/or releasing the daily aggregate increases in short
positions separately from the daily aggregate decreases in short
positions? Why or why not?
    [cir] Has the Commission appropriately evaluated the alternative
whereby Managers who report Proposed Form SHO would also be required to
disclose their derivatives positions on underlying equity securities?
Why or why not?
    [cir] Has the Commission appropriately evaluated the alternative
whereby Managers would report net short positions instead of gross
short positions, taking into account any hedging that the Manager
engages in, and/or the delta value of their hedged positions? Why or
why not?
    [cir] Has the Commission appropriately evaluated the alternative
whereby Managers would report data sources on Proposed Form SHO? Why or
why not?
     Q47: Threshold Modifications.
    [cir] Has the Commission appropriately evaluated the alternative
whereby the Reporting Thresholds would be modified compared to
Thresholds A and B in Proposed Rule 13f-2, including a higher or lower
or no threshold, a threshold based on short position as a percent of
shares outstanding or dollar value of the short positions, including
the nominal economic value of short derivative positions, a threshold
based on activity, and/or measuring the threshold as of the last
settlement day of the month? Why or why not?
    [cir] Would decreasing the threshold to include more Managers
improve the quality of the data provided? Would increasing or
decreasing the threshold increase the risk of copycat trading
strategies? Would increasing or decreasing the threshold to include
more Managers' positions in the aggregated reports reduce the risk of
identifying individual investment Managers? Please explain.
    [cir] Would including the nominal economic value of short
derivative positions as a consideration for the threshold increase,
decrease or have no impact on the risk copycat trading? Please explain.
Including the nominal economic value of short derivative positions as a
consideration for the threshold may require some Managers to report
short positions that are part of hedges of large long positions. Would
this information be beneficial? Please explain.
    [cir] Has the Commission appropriately evaluated the alternative of
including a threshold based on short selling activity? If not, please
describe the costs or benefits of this alternative relative to the
proposal. Would a short selling activity threshold provide additional
beneficial information? Please explain. Would a short selling activity
threshold be more burdensome on Managers? Please explain. If the
Commission were to adopt a threshold based on short selling activity,
what should the level of the threshold be?
    [cir] Has the Commission appropriately evaluated the alternative of
calculating the threshold based on positions on the last day of the
month? If not, please describe the costs or benefits of this
alternative relative to the proposal. Would such a threshold provide
data that is as beneficial as the current proposal? Would calculating
the threshold based on the last day of month lead to Managers
strategically lowering their short positions to avoid reporting? Please
explain.
    [cir] Has the Commission appropriately evaluated the alternative of
using the two prong threshold for short positions in an equity security
of a non-reporting company issuer? If not, please describe the cost or
benefits of this alternative relative to the proposal. Is reliable
shares outstanding information available for non-reporting issuers?
Please explain.
     Q48: Other Alternatives.
    [cir] Has the Commission appropriately evaluated the alternative
whereby reporting would be required at a different frequency, a
different reporting window, and/or releasing aggregated data at a
different horizon than in Proposed Rule 13f-2? Why or why not?
    [cir] Has the Commission appropriately evaluated the alternative
whereby Regulation SHO would be modified, including requiring broker-
dealers to collect information from customers concerning whether a
given buy trade is a buy to cover trade when considering positions held
at other broker-dealers, and/or requiring broker-dealers to aggregate
all accounts at the same broker-dealer when determining buy to cover
status of an order? Why or why not?
    [cir] How costly it would be to have Mangers who use prime brokers
inform their introducing brokers when buying-to-cover?
    [cir] Has the Commission appropriately evaluated the alternative
whereby Proposed Form SHO information would be submitted in Inline
XBRL? Why or why not?

IX. Regulatory Flexibility Act Certification

    The Regulatory Flexibility Act (``RFA'') \381\ requires federal
agencies, in promulgating rules, to consider the impact of those rules
on small businesses. Section 603(a) of the Administrative Procedure
Act, as amended by the RFA, generally requires the Commission to
undertake a regulatory flexibility analysis of all proposed rules, or
proposed rule amendments, to determine the impact of such rulemaking on
``small businesses'' unless the Commission certifies that the rule, if
adopted, would not have a significant economic impact on a substantial
number of ``small entities.''
---------------------------------------------------------------------------

    \381\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

    Certification for Proposed Rule 13f-2 and New Proposed Form SHO.
Although Section 601(b) of the RFA defines the term ``small business,''
the statute permits agencies to formulate their own definitions. The
explanation of the term ``small entities'' and the definition of the
term ``small business'' in Rule 0-10 \382\ of the Exchange Act do not
explicitly reference Managers. Rule 0-10 does provide, however, that
the Commission may ``otherwise define'' small entities for purposes of
a particular rulemaking proceeding. For purposes of Proposed Rule 13f-2
and related Proposed Form SHO, therefore, the Commission has determined
that the definition of the term ``small business'' found in Rule 0-7(a)
\383\ under the Investment Advisers Act of 1940 \384\ is more
appropriate to the functions of institutional managers such as the
Managers with reporting obligations under Proposed Rule 13f-2. The
Commission believes that the proposed definition would help ensure that
all persons or entities that might be Managers subject to reporting
requirements under Proposed Rule 13f-2 will be included within a
category addressed by the Rule 0-7(a) definition. Therefore, for
purposes of this rulemaking and the RFA, a Manager is a small entity if
it: (i) Has assets under management having a total value of less than
$25 million; (ii) did not have total

assets of $5 million or more on the last day of its most recent fiscal
year; and (iii) does not control, is not controlled by, and is not
under common control with another investment adviser that has assets
under management of $25 million or more, or any person (other than a
natural person) that had total assets of $5 million or more on the last
day of its most recent fiscal year.\385\ The Commission requests
comments on the use of this definition from Rule 0-7(a) under the
Investment Advisers Act of 1940.
---------------------------------------------------------------------------

    \382\ 17 CFR 240.0-10 (``Rule 0-10'').
    \383\ 17 CFR 275.0-7(a) (``Rule 0-7(a)'').
    \384\ 15 U.S.C. 80b-1 et seq.
    \385\ Rule 0-7(a), supra note 384. See generally Reporting
Threshold for Institutional Investment Managers, Exchange Act
Release No. 89290 (July 10, 2020), 85 FR 46016, 46031 n.90 (July 31,
2020) (stating that ``[r]ecognizing the growth in assets under
management at investment advisers since Rule 0-7(a) was adopted, the
Commission plans to revisit the definition of a small entity in Rule
0-7(a).'').
---------------------------------------------------------------------------

    Under Proposed Rule 13f-2, Managers are not required to report on
Proposed Form SHO unless they meet or exceed a specified Reporting
Threshold. Managers with short interest positions in equity securities
of a reporting company issuer would be subject to a two-pronged short
reporting threshold structure--a short position in an equity security
with a U.S. dollar value of $10M or more, or a monthly average short
position as a percentage of shares outstanding of the equity security
of at least 2.5% (Threshold A). Managers with short interest positions
in equity securities of a non-reporting company issuer would be subject
to a single-pronged short reporting threshold structure--a short
position in an 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). While the parameters of the
Reporting Thresholds under Proposed Rule 13f-2 relate to the number and
dollar value of shares of short positions, rather than assets under
management, the Commission nevertheless believes that application of
the Reporting Thresholds would result in Proposed Rule 13f-2 not
applying to a significant number of ``small businesses'' as defined
under Rule 0-7(a).
    With respect to the first prong of Threshold A, the $10M trigger
would represent forty (40) percent of the assets of an entity that
qualifies as a ``small entity'' under Rule 0-7(a). The Commission
believes it is also unlikely that a significant number of small
entities would place 40% of their respective assets under management in
a short position in a single security. Further, many types of
institutional investment managers that could be small entities,
including bank trustees, endowments, and foundations, are subject to
fiduciary standards that prohibit them from investing in large,
concentrated short positions. Such restrictions would deter small
entities (with less than $25M of assets under management) from
investing over $10M (greater than 40%) of their assets in a single
short position, and therefore prevent them from triggering the first
prong of Threshold A.\386\
---------------------------------------------------------------------------

    \386\ See Molk and Partnoy, supra note 187 (describing
impediments that have kept different types of institutional
investment managers from engaging in short selling).
---------------------------------------------------------------------------

    With respect to the second prong of Threshold A, smaller Managers
(those with under $25M in assets under management) would likely try to
leverage their assets through a combination of traditional short sales
and derivative and similar transactions that create economically short
exposure to a security. Such entities therefore, would likely engage in
strategies that do not lend themselves to a clear determination that
the second prong of Threshold A under Proposed Rule 13f-2 has been
met.\387\ Further, the Commission estimates, based on an analysis of
U.S. common stocks,\388\ that Managers that qualify as small entities
under Rule 0-7(a) would not meet the 2.5% reporting threshold for
securities representing over ninety-eight percent (98%) of the overall
market value.\389\
---------------------------------------------------------------------------

    \387\ 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.'').
    \388\ A small entity, with less than $25M in assets under
management, would not be 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 U.S.
equities. See also Stock Market Size Categories (2021), available at
https://stockmarketmba.com/sizecategories.php (calculating
approximately three percent (3%) of the U.S. stock market consists
of common stocks of companies with less than $2B in market
capitalization (i.e., small-cap and micro-cap stocks) and noting
that micro-cap companies are generally too small for even most large
institutional investment managers to invest in).
    \389\ An analysis by Commission of the daily dataset of the
Center for Research in Security Prices (``CRSP'') showed that for
the month of October 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,\390\ less than twenty-five (25) percent have less than
$50M in assets under management.\391\ 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.\392\
---------------------------------------------------------------------------

    \390\ See Molk and Partnoy, supra note 187, at 846.
    \391\ 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/.
    \392\ 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 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 requests written comments regarding this certification.
The Commission requests that commenters describe the nature of any
impact on small businesses and provide empirical data to support the
extent of the impact.
    Certification for Proposed Rule 205. As discussed in the PRA
section above, the Commission believes that all broker-dealers whose
accounts or whose customers' accounts could hold a gross short position
are potentially in scope for the requirements of Proposed Rule
205.\393\ 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 Sec.  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.\394\
---------------------------------------------------------------------------

    \393\ See supra Part VII.C.2. While recognizing that not all
broker-dealers will necessarily enter purchase orders in securities
in a manner that will subject them to the marking requirements of
Proposed Rule 205, the Commission estimates, for purposes of the
PRA, that all of the 3,551 broker-dealers registered with the
Commission as of December 31, 2020, will do so.
    \394\ Exchange Act Rule 0-10(c).
---------------------------------------------------------------------------

    Based on a review of data relating to the broker-dealers
potentially in scope for Proposed Rule 205, the Commission does not
believe that any of those broker-dealers would qualify as small
entities under the above definition 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. It is possible that in the future a
small entity may come within the scope of Proposed Rule 205. Based on
experience with broker-dealers that engage in short selling, however,
the Commission believes that this scenario will be unlikely because
firms that enter that market are likely to exceed $500,000 in total
capital or be

affiliated with a person that is not a small entity.
    For the foregoing reasons, the Commission certifies that Proposed
Rule 205 would not have a significant economic impact on a substantial
number of small entities for purposes of the RFA. The Commission
encourages written comments regarding this certification, and requests
that commenters describe the nature of any impact on small entities and
provide empirical data to illustrate the extent of the impact.
    Certification for the Proposal to Amend CAT. The proposed
amendments to the CAT NMS Plan would 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), broker-
dealers which are in scope for the requirements of Proposed Rule 205
and have the obligation to report order receipt and origination reports
to the CAT, 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 to the 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.\395\ None of the national
securities exchanges registered under Section 6 of the Exchange Act
that would be subject to the proposed amendments are ``small entities''
for purposes of the RFA. In addition, FINRA is not a ``small entity.''
\396\ With respect to broker-dealers which are in scope for the
requirements of Proposed Rule 205 and have CAT reporting obligations,
as discussed above, the Commission does not believe that any of those
broker-dealers would qualify as small entities pursuant to Exchange Act
Rule 0-10(c).\397\ Similarly, 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 would 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. The Commission
believes that it is possible, but unlikely, that in the future a small
entity may come within scope of the Proposal to Amend CAT, because
firms that enter either market are likely to exceed $500,000 in total
capital or be affiliated with a person that is not a small entity.
---------------------------------------------------------------------------

    \395\ 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).
    \396\ See 13 CFR 121.201.
    \397\ See supra note 395, and accompanying text.
---------------------------------------------------------------------------

    For the foregoing reasons, the Commission certifies that the
Proposal to Amend CAT would not have a significant economic impact on a
substantial number of small entities for purposes of the RFA. The
Commission encourages written comments regarding this certification,
and requests that commenters describe the nature of any impact on small
entities and provide empirical data to illustrate the extent of the
impact.

X. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, the Commission is also requesting information regarding
the potential impact of Proposed Rule 13f-2, Proposed Rule 205, and the
Proposal to Amend CAT on the economy on an annual basis. In particular,
comments should address whether the proposals, if adopted, would have a
$100,000,000 annual effect on the economy, cause a major increase in
costs or prices, or have a significant adverse effect on competition,
investment, or innovations. Commenters are requested to provide
empirical data and other factual support for their views to the extent
possible.

Statutory Authority and Text of Proposed Rules 13f-2 and 205, and Form
SHO

List of Subjects

17 CFR Parts 240 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 242

    Brokers, Reporting and recordkeeping requirements, securities.

Text of Proposed Rule Amendments

    In accordance with the foregoing, the Commission is proposing to
amend 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 general authority citation for part 240 continues to read as
follows, and the sectional authority for Sec.  240.13f-2(T) is removed.

    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, 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, and 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; 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 (cite to be added), 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 of an issuer 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 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
collectively have either:
    (i) A gross short position in the equity security with a U.S.
dollar value of $10 million or more at the close of regular trading
hours on any settlement date during the calendar month, or
    (ii) A monthly average gross short position as a percentage of
shares outstanding in the equity security of 2.5% or more; and
    (2) Each equity security of an issuer 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 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 collectively have 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 Regulation S-T.
Certain information regarding each equity security reported by
institutional investment managers on Form SHO and filed with the
Commission via EDGAR will be published by the Commission, on an
aggregated basis.
    (b) For the purposes of this rule:
    (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 Rule 3a11-1 thereunder.
    (3) The term ``investment discretion'' has the same meaning as in
Rule 13f-1(b) under the Exchange Act.
    (4) The term ``gross short position'' means the number of shares of
the equity security that are held short, without inclusion of any
offsetting economic positions, including shares of the equity security
or derivatives of such equity security.
    (5) The term ``regular trading hours'' has the same meaning as in
Rule 600(b)(77) under the Exchange Act.

PART 242--REGULATIONS M, SHO, ATS, AC, NMS AND SBSR AND CUSTOMER
MARGIN REQUIREMENTS FOR SECURITY FUTURES

0
3. The authority citation for part 242 continues to read in part as
follows:

    Authority: 15 U.S.C. 77g, 77q(a), 77s(a), 78b, 78c, 78g(c)(2),
78i(a), 78j, 78k-1(c), 78l, 78m, 78n, 78o(b), 78o(c), 78o(g),
78q(a), 78q(b), 78q(h), 78w(a), 78dd-1, 78mm, 80a-23, 80a-29, and
80a-37.

0
4. Add Sec.  242.205 to read as follows:

Sec.  242.205   Purchase Order Marking for Data Collection Purposes.

    (a) A broker-dealer must mark an order to purchase an equity
security for an account as ``buy to cover'' if the person purchasing
the equity security has any gross short position in the equity security
in the same account. The ``buy to cover'' mark applies to purchases
made by the broker-dealer for its own account, or to purchases made by
the broker-dealer on behalf of another person through the person's
account held at that broker-dealer.
    (b) Reserved

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
5. 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
6. Add Sec.  249.333 to read as follows:

Sec.  249.333   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 Rule 13f-2
thereunder (Sec.  240.13f-2 of this chapter)).

    Note:  The text of Form SHO will not appear in the Code of
Federal Regulations.

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
of an issuer 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 over which the Manager and all
accounts over which the Manager (or any person under the Manager's
control) has investment discretion collectively have either (A) a gross
short position in the equity security with a U.S. dollar value of $10
million or more at the close of regular trading hours on any settlement
date during the calendar month, or (B) a monthly average gross short
position as a percentage of shares outstanding in the equity security
of 2.5% or more; and (2) each equity security of an issuer 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 collectively have 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 that would reveal the identity of a Manager filing
a Form SHO report with the Commission, or the identity of any Other
Manager listed on the Cover Page of a Form SHO report, is deemed
subject to a confidential treatment request under 17 CFR 240.24b-2. 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. Support for questions regarding non-technical
issues related to Form SHO reporting is available through the Office of
Interpretation and Guidance of the

Division of Trading and Markets (``TM OIG'') at
[email protected].

Instructions for Calculating Reporting Threshold

    A Manager shall file a report on Form SHO:
     With regard to each equity security of an issuer 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 which the Manager
meets or exceeds under 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, collectively have a
gross short position in the equity security with a U.S. dollar value of
$10 million or more at the close of regular trading hours on any
settlement date during the calendar month; or (2) the Manager, and all
accounts over which the Manager, or any person under the Manager's
control, has investment discretion, collectively have a monthly average
gross short position as a percentage of shares outstanding in the
equity security of 2.5% or more (``Threshold A'').
     With regard to any equity security of an issuer that is
not a reporting company issuer as described above (a ``non-reporting
company issuer'') in which the Manager meets or exceeds 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 end of day
gross short position 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.
    To determine whether the dollar value threshold described in
Threshold B above is met, a Manager shall determine its end of day
gross short position in the equity security 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) identify its gross
short position (as defined in Rule 13f-2) in the equity security at the
close of each settlement date during the calendar month of the
reporting period, and divide that figure by the number of shares
outstanding in such security at the close of that settlement date, and
(b) add up the daily percentages during the calendar month as
determined in (a) and divide that total by the number of settlement
dates during the calendar month of the 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., 2022).
    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. 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.
    b. If the data being reported in an Amendment and Restatement
affects the data reported on the Form SHO reports filed in at least
three of the immediately preceding Form SHO reporting periods, the
Manager, within two (2) business days after filing the Amendment and
Restatement, must provide the Commission staff, via TM OIG at
[email protected], with notice of (1) this circumstance; and
(2) an explanation of the reason for the revision.
    c. If a revision reported in an Amendment and Restatement changes a
data point reported in the Form SHO being amended by twenty-five
percent (25%) or more, the Manager must notify the Commission staff via
TM OIG at [email protected] within two (2) business days after
filing the Amendment and Restatement.
    4. 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 active Legal Entity Identifier
(``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 active 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 Active
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 active 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 and report 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 Information:
    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 active 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 US 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.
    i. Column 9. Extent of Hedge for Short Position Identified in
Column 7. Enter in Column 9 whether the identified position is fully
hedged (``F''), partially hedged (``P''), or not hedged (``0''). A
Manager shall indicate that a reported gross short position in an
equity security is ``fully hedged'' if the Manager also holds an
offsetting position that reduces the risk of price fluctuations for its
entire position in that equity security, for example, through ``delta''
hedging (in which the Manager's reported gross short position is offset
1-for-1), or similar hedging strategies. A Manager shall report that it
is ``partially hedged'' if the Manager holds an offsetting position
that is less than the identified price risk associated with the
reported gross short position in that equity 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 active 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. Number of Shares Sold Short. For the settlement date
set forth in Column 1, enter the number of shares of the security for
which information is being reported that resulted from short sales and
settled on that date.
    h. Column 8. Number of Shares Purchased to Cover an Existing Short
Position. For the settlement date set forth in Column 1, enter the
number of shares of the security for which information is being
reported that were purchased to cover, in whole or in part, an existing
short position and settled on that date.
    i. Column 9. Number of Shares Purchased in Exercised Call Option
Contracts. For the settlement date set forth in Column 1, enter the
number of shares of the security for which information is being
reported that are acquired in a call option exercise that reduces or
closes a short position on that security and settled on that date.
    j. Column 10. Number of Shares Sold in Exercised Put Option
Contracts. For the settlement date set forth in Column 1, enter the
number of shares of the security for which information is being
reported that are sold in a put option exercise that creates or
increases a short position on that security and settled on that date.
    k. Column 11. Number of Shares Sold in Assigned Call Option
Contracts. For the settlement date set forth in Column 1, enter the
number of shares of the security for which information is being
reported that are sold in a call option assignment that creates or
increases a short position on that security and settled on that date.

    l. Column 12. Number of Shares Purchased in Assigned Put Option
Contracts. For the settlement date set forth in Column 1, enter the
number of shares of the security for which information is being
reported that are acquired in a put option assignment that reduces or
closes a short position on that security and settled on that date.
    m. Column 13. Number of Shares Resulting from Tendered Conversions.
For the settlement date set forth in Column 1, enter the number of
shares of the security for which information is being reported that are
acquired as a result of the tendered conversions that reduces or closes
a short position on that security and settled on that date.
    n. Column 14. Number of Shares Obtained through Secondary Offering
Transactions. For the settlement date set forth in Column 1, enter the
number of shares of the security for which information is being
reported that were obtained through a secondary offering transaction
that reduces or closes a short position on that security and settled on
that date.
    o. Column 15. Other Activity that Creates or Increases a Manager's
Short Position. For the settlement date set forth in Column 1, enter
the number of shares of the security for which information is being
reported 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. Other activity to be reported includes, but
is not limited to, shares resulting from ETF creation or redemption
activity.
    p. Column 16. Other Activity that Reduces or Closes a Manager's
Short Position. For the settlement date set forth in Column 1, enter
the number of shares of the security for which information is being
reported that resulted from other activity not previously reported on
this form that reduces or closes a short position on that security and
settled on that date. Other activity to be reported includes, but is
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 and Facsimile Number:-------------------------------
Active Legal Entity Identifier (``LEI''):------------------------------

    Contact Employee:
Name and Title:--------------------------------------------------------
Telephone Number:------------------------------------------------------
Facsimile Number:------------------------------------------------------
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 Active LEI of each of the Other Manager(s) Reporting for
this Manager: [If there are no entries in this list, omit this
section.]

Name:------------------------------------------------------------------
Active LEI:------------------------------------------------------------

[Repeat as necessary.]

                                                                 Information Table 1--Manager's Gross Short Position Information
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
            Column 1                   Column 2            Column 3            Column 4            Column 5            Column 6            Column 7            Column 8            Column 9
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Settlement Date (Month End).....  Issuer Name.......  Issuer LEI........  Title of Class....  CUSIP Number......  FIGI..............  End of Month Gross  End of Month Gross  Extent of Hedge
                                                                                Short Position      Short Position      for Position
                                                                                (Number of          (rounded to         Identified in
                                                                                Shares).            nearest USD).       Column 7.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(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          Column 8          Column 9          Column 10
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Settlement Date...............  Issuer Name.....  Issuer LEI......  Title of Class..  CUSIP Number....  FIGI............  Number of Shares  Number of Shares  Number of Shares  Number of Shares
                                                                                Sold Short.       Purchased to      Purchased in      Sold in
                                                                                Cover an          Exercised Call    Exercised Put
                                                                                Existing Short    Option            Option
                                                                                Position.         Contracts.        Contracts.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------------------------------
             Column 11                      Column 12               Column 13              Column 14              Column 15              Column 16
--------------------------------------------------------------------------------------------------------------------------------------------------------
Number of Shares Sold in Assigned    Number of Shares        Number of Shares        Number of Shares       Other Activity that    Other Activity that
 Call Option Contracts.               Purchased in Assigned   Resulting from          Obtained Through       Creates or Increases   Reduces or Closes
                                      Put Option Contracts.   Tendered Conversions.   Secondary Offering     Manager's Short        Manager's Short
                                                                                Transactions.          Position.              Position.
--------------------------------------------------------------------------------------------------------------------------------------------------------
(Repeat as Necessary).

    Dated: February 25, 2022.

    By the Commission.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2022-04670 Filed 3-15-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 43 (Tuesday, March 5, 2013)]
[Notices]
[Pages 14401-14402]
[FR Doc No: 2013-05066]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Commercial Space Transportation Advisory Committee; Public
Teleconference

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of Commercial Space Transportation Advisory Committee
Teleconference.

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

SUMMARY: Pursuant to Section 10(a)(2) of the Federal Advisory Committee
Act (Pub. L. 92-463, 5 U.S.C. App. 2), notice is hereby given of two
teleconferences of the Systems Working Group of the Commercial Space
Transportation Advisory Committee (COMSTAC).

DATES: The teleconferences will take place on Thursday, March 21, 2013,
and Tuesday, April 16, 2013. Both teleconferences will begin at 1:00
p.m. Eastern Time and will last approximately one hour. The
presentation and call-in number will be posted at least one week in
advance at http://www.ast.faa.gov/.

FOR FURTHER INFORMATION CONTACT: Paul Eckert (AST-3), Office of
Commercial Space Transportation (AST), 800 Independence Avenue SW.,
Room 331, Washington, DC 20591, telephone<PHONE_NUMBER>; Email
<EMAIL_ADDRESS>Complete information regarding COMSTAC is
available on the FAA Web site at: http://www.faa.gov/about/office_org/headquarters_offices/ast/advisory_committee/.

SUPPLEMENTARY INFORMATION: The purpose of these two teleconferences is
to assist the FAA in its development of guidelines for the safety of
occupants of commercial suborbital and orbital spacecraft. In a Federal
Register notice dated July 30, 2012, the FAA announced its desire to
engage with COMSTAC on a periodic basis, approximately once per month,
on specific topics. Six teleconferences have been held to date. The two
teleconferences announced today are the last two planned until the FAA
issues draft guidelines. The topics for the two teleconferences are as
follows:
    (1) Medical Best Practices for Crew and Space Flight Participants.
We would like to explore industry views on medical best practices for
occupant safety, to include ensuring that safety critical operations
personnel and spaceflight participants are physically capable of
performing safety critical tasks. We would like to discuss the
following questions from a guidance perspective:
    a. What is the appropriate level of medical screening for safety
critical operations personnel?
    b. What is the appropriate level of medical screening for
spaceflight participants?
    c. Should there be medical criteria for ending a flight early due
to crew or spaceflight participant illness or medical emergency?
    d. What type of medical kit should be recommended?
    e. What type of flight crew medical training should be recommended?
    f. How do the answers to these questions depend on whether a flight
is sub-orbital or orbital?
    (2) Communications and Commanding Best Practices for Minimum Level
of Safety. To date, communications (voice, telemetry and command) have
been an important element in every human spaceflight mission and the
FAA would like to explore industry best practices in this area. We will
discuss the following questions from a guidance perspective:
    a. Should vehicle-to-ground communications be considered a critical
function?
    b. What would be the appropriate coverage for the different phases
of flight (prelaunch, ascent, orbit, entry, post-landing and aborts)?
    c. Should ground voice, telemetry, or commanding be allowed to
serve as a part of a hazard control?
    d. When would intra-vehicle voice communication be recommended?
    e. Should a minimum threshold be set for intelligibility level?
What would it be?
    f. When would ground monitoring of telemetry and ground control be
recommended?
    g. What should be included in the telemetry, and how often should
it update?
    h. Should encryption be required for critical commands?
    Interested members of the public may submit relevant written
statements for the COMSTAC working group members to consider under the
advisory process. Statements may concern the issues and agenda items
mentioned above or additional issues that may be relevant for the U.S.
commercial space transportation industry. Interested parties wishing to
submit written statements should contact Paul Eckert, Designated
Federal Officer (the person listed in the FOR FURTHER INFORMATION
CONTACT section), in writing (mail or email) by March 14, 2013 for the
March 21 teleconference, and April 9, 2013 for the April 16
teleconference. This way the information can be made available to
COMSTAC members for their review and consideration before each
teleconference. Written statements should be supplied in the following
formats: one hard copy with original signature or one electronic copy
via email.
    Individuals who plan to participate and need special assistance
should inform the person listed in the FOR

FURTHER INFORMATION CONTACT section in advance of the meeting.

    Issued in Washington, DC, on February 27, 2013.
George C. Nield,
Associate Administrator for Commercial Space Transportation.
[FR Doc. 2013-05066 Filed 3-4-13; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 87, Number 81 (Wednesday, April 27, 2022)]
[Rules and Regulations]
[Pages 24869-24870]
[FR Doc No: 2022-08996]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 165

[Docket No. USCG-2022-0279]

Safety Zones; Annual Events in the Captain of the Port Buffalo
Zone--Lake Erie Open Water Swim

AGENCY: Coast Guard, DHS.

ACTION: Notice of enforcement of regulation; correction.

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

SUMMARY: The Coast Guard is correcting a notice of enforcement of
regulation that appeared in the Federal Register on April 20, 2022.
That notification entitled Safety Zones; Annual Events in the Captain
of the Port Buffalo Zone--Lake Erie Open Water Swim. This correction
applies to the docket number.

DATES: This correction is effective April 27, 2022.

FOR FURTHER INFORMATION CONTACT: For information about this document
call or email Spencer Phillips, Coast Guard; telephone<PHONE_NUMBER>,
email [email protected].

SUPPLEMENTARY INFORMATION: In FR Doc. 2022-08428, appearing on page
23445 in the Federal Register on April 20, 2022, the following
correction is made:

Federal Register Correction

    On page 23445, in the first column, in the headings, ``[Docket No.
0279]'' is corrected to read ``[Docket No. USCG-2022-0279]''.

    Dated: April 22, 2022.
James E. McLeod,
Acting Chief, Office of Regulations and Administrative Law.
[FR Doc. 2022-08996 Filed 4-26-22; 8:45 am]
BILLING CODE 9110-04-P


 Table 2 Annual Respondent Burden and Cost  Average, Trading and Banking Program for Non Road Engine Manufacturers Hours and cost per application Total hours and cost Information Collection Activity Mgr./ engr/

tech @$ 75/ hr Cler. @

$ 38/ hr Respon.

hr/ yr Labor cost/ yr Capital Startup Cost O & M Cost( 1) Number of Respondents Frequency per year Total hr/ yr Total cost/ yr Review of regs and guidance document 8 0 8 600.00 0 0 54 8.5 3,672.00 275,400.00 Select an FEL 2 0 2 150.00 0 0 54 8.5 918.00 68,850.00 Submit AB & T info with cert application 1 0 1 75.00 0 0 54 8.5 459.00 34,425.00 Gather Information regarding production 8 0 8 600.00 0 0 54 8.5 3,672.00 275,400.00 Develop and submit endof year report 4 0 4 300.00 0 0 54 1 216.00 16,200.00 Develop and submit final reports 4 0 4 300.00 0 0 54 1 216.00 16,200.00 Recordkeeping( 3) 4 0 4 300.00 0 0 54 8.5 1,836.00 137,700.00 Total 31 0 31 2,325.00 0 0 54 varies 10,989.00 824,175.00 ( 1) There no O & M Costs associated to the AB & T program other than those already associated to certification ( See table 1).