New Rule 13F-2 and Form SHO

February 14, 2024

On January 2, 2024, the Securities and Exchange Commission (“SEC”) published to the Federal Register a new rule and new Form SHO (the “Rule”) pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“DFA”). This Rule 13f-2 will require the publication of short sale related data to investors and other market participants. See below for the effective dates and compliance dates for Rule 13f-2: 

Rule	Effective Date	Compliance Date
Rule 13f-2 and Form SHO	January 2, 2024	January 2, 2025 (12 months after the effective date)

For Rule 13f-2, institutional investment managers, as defined in the Exchange Act, that meet certain reporting thresholds, are required to report monthly specified short position data as well as short activity data for equity securities. See below for information regarding the reporting thresholds: 

Equity Security Type	Threshold
Equity Security of Reporting Companies	A monthly average gross short position: with a U.S. dollar value of $10 million or more at the close of regular trading hours during the calendar month; or equal to 2.5% or more of the shares outstanding.
Equity Security of Non-Reporting Companies	A gross short position with a U.S. dollar value of $500,000 or more at the close of any settlement date during the calendar month.

Managers would file a report on Proposed Form SHO with the Commission within 14 calendar days after the end of each calendar month with regard to each equity security in which the Manager meets or exceeds a Reporting Threshold. The Report must be filed on EDGAR in an eXtensible Markup Language (“XML”) that is custom to Form SHO See below for more details on the requirements for each section of the report:

Report Section	Requirements
Cover Page	Information about the manager(s) filling out the Form SHO Report; Calendar month for the period being reported; Type of Form SHO Report being made; and If the filing is an amendment.
Information Table 1	Manager’s monthly gross short position in the equity security on which information is being reported; Certain identifying information about that security; and Certain identifying information about the issuer of the security.
Information Table 2	Daily activity affecting a Manager’s gross short position during a calendar month reporting period; Certain identifying information about that security; and Certain identifying information about the issuer of the security.

Under this Rule, Investors can expect to spend more time and resources on monitoring daily short position and related activity for equity securities that meet the thresholds. If you have questions or need assistance preparing for and filing Form SHO, FilePoint can help. Contact us today to get started.