9568 Federal Register / Vol. 90, No. 29 / Thursday, February 13, 2025 / Notices 

1Exchange Act Release No. 34–98738 (Oct. 13, 

2023), 88 FR 75100 (Nov. 1, 2023) (‘‘Rule 13f–2 

Adopting Release’’). 

2See 17 CFR 240.13f–2(a). 

3See 17 CFR 240.13f–2(a)(3). 

4See, e.g., Letters from Howard Meyerson, 

Financial Information Forum (June 24, 2024, Aug. 

9, 2024, Nov. 8, 2024, Dec. 20, 2024) (each a ‘‘FIF 

Letter’’), available at https://fif.com/index.php/ 

working-groups; Letter from the Securities Industry 

and Financial Markets Association (‘‘SIFMA’’), 

SIFMA’s Asset Management Group, the Investment 

Company Institute, the Insured Retirement Institute, 

FIA Principal Traders Group, and the Investment 

Adviser Association (Nov. 25, 2024) (‘‘2024 SIFMA 

et al. Letter’’), available at https://www.sifma.org/ 

wp-content/uploads/2024/11/Rule-13f-2-ExtensionRequest-Final-11-25-2024.pdf; Letter from Managed 

Funds Association and Alternative Investment 

Management Association (Jan. 20, 2025) (‘‘2025 

MFA and AIMA Letter’’) available at https://

www.mfaalts.org/wp-content/uploads/2025/01/ 

MFA-Short-Position-Reporting-Extension-RequestFinal-Submitted-1.20.25.pdf. 

5Form SHO XML Technical Specifications are 

available at https://www.sec.gov/submit-filings/ 

technical-specifications#xml. 

6EDGAR Filer Manual 24.4, Vol. II was published 

in EDGAR Release 24.4, published December 16, 

2024. https://www.sec.gov/submit-filings/edgarfiler-manual. 

7 2024 SIFMA et al. Letter, at 1. 

8 Id. See also 2025 MFA and AIMA Letter, at 2. 

9See, e.g., 2024 SIFMA et al. Letter, at 2 (stating 

that publication of final Form SHO XML technical 

specification on December 16, 2024, ‘‘provid[es] 

reporters with very little time for any final builds 

and testing before the January 2, 2025 compliance 

date’’); FIF Letter (Nov. 8, 2024), at 2 (stating it is 

‘‘highly problematic for the Commission to require 

reporting for activity that occurs beginning on 

January 2, 2025 when the Technical Specifications 

will not be finalized until 17 days prior to such 

date’’). Publication of final technical specifications 

for Form SHO coincided with the fourth quarter 

update to the EDGAR Filer Manual, which also 

provides specific instructions and guidance to Form 

SHO filers. 

10 2024 SIFMA et al. Letter, at 2. See also FIF 

Letter (Nov. 8, 2024), at 3; 2025 MFA and AIMA 

Letter, at 3. 

11FIF Letter (Aug. 9, 2024) at 19 (recommending 

an extension be for a ‘‘reasonable period (for 

example, six months) from the date the Commission 

publishes written FAQs in response to requests for 

interpretive guidance from . . . market 

participants’’). Accord FIF Letter (Nov. 8, 2024) at 

3 (requesting that the Commission grant ‘‘a sixmonth extension of the current implementation 

date, from the date that the Commission publishes 

written FAQs (or equivalent written guidance) in 

response to interpretive questions raised by FIF 

members and other market participants’’). See also, 

FIF Letter (June 14, 2024) at 17 (stating that length 

of compliance date extension depends on guidance 

received from the Commission to questions raised 

by market participants). 

12 2025 MFA and AIMA Letter, at 2. 

13FIF Letter (Dec. 20, 2024). 

14 2025 MFA and AIMA Letter, at 2. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102380] 

Order Granting Temporary Exemption 

Pursuant to Section 13(f)(3) of the 

Securities Exchange Act of 1934 From 

Compliance With Rule 13f–2 and Form 

SHO 

I. Introduction 

On October 13, 2023, the Securities 

and Exchange Commission 

(‘‘Commission’’) adopted Rule 13f–2 (17 

CFR 240.13f–2) and related Form SHO 1

(17 CFR 249.332) pursuant to the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and the Dodd-Frank 

Wall Street Reform and Consumer 

Protection Act. Rule 13f–2 requires 

institutional investment managers that 

meet or exceed certain specified 

thresholds to file Form SHO, in 

accordance with the form’s instructions, 

with the Commission within 14 

calendar days after the end of each 

calendar month with regard to certain 

equity securities via the Commission’s 

Electronic Data Gathering, Analysis, and 

Retrieval System (‘‘EDGAR’’).2 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.3 The effective 

date of Rule 13f–2 and Form SHO was 

January 2, 2024. The compliance date 

for Rule 13f–2 and for reporting on 

Form SHO was January 2, 2025. 

Institutional investment managers that 

meet or exceed a reporting threshold 

specified under Rule 13f–2 are required 

to file the Form SHO report for January 

2025 within 14 calendar days after the 

end of January 2025. 

Since the Rule and Form SHO were 

adopted, Commission staff has been 

working with industry participants to 

address operational issues relating to 

the implementation of Form SHO 

reporting. Through telephonic meetings 

and letters, certain institutional 

investment managers that may meet the 

reporting thresholds specified in Rule 

13f–2 have stated that they need 

additional time to implement Form SHO 

reporting.4

Before the Commission’s publication 

of the web-fillable version of Form SHO 

and the related Form SHO XML 

technical specifications 5 and EDGAR 

Filer Manual updates 6 on December 16, 

2024 (collectively, ‘‘December 16, 2024 

Form SHO Documents’’), a group of 

industry participants submitted a letter 

requesting that the Commission extend 

the current January 2, 2025 compliance 

date by eighteen months.7 Among other 

things, industry participants highlighted 

ongoing work in connection with 

‘‘developing and implementing system 

changes needed to capture relevant data 

so that association members [that are 

institutional investment managers] are 

in a position to report . . . consistent 

with the rule’s requirements.’’ 8 Industry 

participants also cited challenges in 

completing implementation of system 

builds and testing for Form SHO 

reporting pending finalization and 

publication of the Form SHO XML 

technical specifications, which the 

Commission published on December 16, 

2024.9 Further, industry participants 

also stated that certain firms were 

‘‘subject to full code freezes at year-end 

to help manage and mitigate IT risk.’’ 10

In addition, the Financial Information 

Forum (‘‘FIF’’) submitted several letters 

before the publication of the December 

16, 2024 Form SHO Documents 

requesting an extension of the current 

January 2, 2025 compliance date for 

Rule 13f–2 and for Form SHO reporting 

for a ‘‘reasonable period (for example 

six months)’’ from the date the 

Commission provides written guidance 

in response to interpretive questions 

raised by FIF and other industry 

participants.11

The December 16, 2024 Form SHO 

Documents provided additional 

guidance and context for completing 

Form SHO. On January 20, 2025, 

following the publication of those 

documents, the Managed Funds 

Association (‘‘MFA’’) and the 

Alternative Investment Management 

Association (‘‘AIMA’’) submitted a letter 

requesting a six-month extension for 

compliance with the Rule ‘‘until July 1, 

2025 (or such later date as the Staff 

deems appropriate).’’ 12 FIF also 

submitted a letter on December 20, 

2024, stating more time was needed for 

compliance, in part, to implement the 

Form SHO instructions deployed in the 

December 16, 2024 Form SHO 

Documents, but did not specify 

timing.13

II. Discussion 

The Commission agrees with the 

concerns expressed by commenters 

about requiring reporting for activity 

that occurs beginning on January 2, 

2025, when the Form SHO-specific XML 

technical specifications were issued 

only a few weeks before that date. After 

the Commission published the 

December 16, 2024 Form SHO 

Documents, commenters suggested a 

shorter period would be workable—for 

example, six months ‘‘(or such later date 

as the Staff deems appropriate).’’ 14 The 

Commission has determined that a 

temporary exemption from compliance 

for approximately twelve months strikes 

an appropriate balance between the goal 

of Rule 13f–2 and Form SHO reporting 

to provide transparency regarding 

certain short sale-related data and 

industry participants’ requests for 

additional time for implementation of 


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Federal Register / Vol. 90, No. 29 / Thursday, February 13, 2025 / Notices 9569 

15See, e.g., FIF Letter (Nov. 8, 2024), at 1 (citing 

hosting of thirty-six working group calls on Form 

SHO reporting); 2024 SIFMA et al. Letter, at 1 

(describing efforts by ‘‘association members,’’ since 

adoption of Rule 13f–2, to develop and implement 

system changes to capture the data required for 

Form SHO reporting). 

16 15 U.S.C. 78m. 

17The Commission has the authority to issue 

exemptive relief by order under Section 36 of the 

Exchange Act as well as under Section 13(f)(3). 

Subject to certain exceptions, Section 36 of the 

Exchange Act authorizes the Commission, by rule, 

regulation, or order to exempt, either conditionally 

or unconditionally, any person, security, or 

transaction, or any class or classes of persons, 

securities or transactions, from any provision or 

provisions of the Exchange Act or any rule or 

regulation thereunder, to the extent that such 

exemption is necessary or appropriate in the public 

interest, and is consistent with the protection of 

investors. Although a temporary exemption from 

compliance with Rule 13f–2 and Form SHO 

reporting will delay the benefits of the Rule, 

providing additional time for industry participants 

required to make Form SHO reports to address any 

operational issues and to comply with Rule 13f–2 

reporting requirements would facilitate realization 

of the benefits of the Rule by enhancing the 

accuracy of the data that would ultimately be 

provided to investors. In this regard, a temporary 

exemption from compliance would also be 

necessary or appropriate in the public interest and 

consistent with the protection of investors. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 100666 

(Aug. 7, 2024), 89 FR 65957. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 

101157, 89 FR 79678 (Sept. 30, 2024). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 

101573, 89 FR 90133 (Nov. 14, 2024). 

8Comments on the proposal are available at: 

https://www.sec.gov/comments/sr-nyseamer-2024- 

45/srnyseamer202445.htm. 

9Among other things, Amendment No. 1 narrows 

the scope of the proposal to provide for the listing 

and trading of options on the Bitwise Ethereum 

ETF, the Grayscale Ethereum Trust, and the 

Grayscale Ethereum Mini Trust. Amendment No. 1 

is available at: https://www.sec.gov/comments/srnyseamer-2024-45/srnyseamer202445-565435- 

1620962.pdf. 

10 15 U.S.C. 78s(b)(2). 

the Rule 13f–2 reporting requirements.15

Therefore, in consideration of 

publication of the December 16, 2024 

Form SHO Documents, granting a 

temporary exemption from compliance 

with Rule 13f–2 and for Form SHO 

reporting for approximately twelve 

months is appropriate to provide 

industry participants sufficient time to 

complete implementation of systems 

builds and testing, as well as to work 

with Commission staff to address any 

outstanding operational and compliance 

questions regarding Form SHO 

reporting. 

Section 13(f)(3) of the Exchange Act 16

authorizes the Commission, by rule or 

order, to exempt, conditionally or 

unconditionally, any institutional 

investment manager or security, or any 

class of institutional investment 

managers or securities from any or all of 

the provisions of section 13(f) of the 

Exchange Act or the rules thereunder. 

Institutional investment managers that 

meet or exceed a reporting threshold 

specified in Rule 13f–2 are required to 

file an initial Form SHO report within 

14 calendar days after the end of 

January 2025. A temporary exemption 

from compliance with Rule 13f–2 and 

Form SHO reporting will give 

institutional investment managers that 

meet certain reporting thresholds 

specified in Rule 13f–2 sufficient 

additional time to complete 

implementation of systems builds and 

to test and work with Commission staff 

to address any outstanding operational 

and compliance questions regarding 

Form SHO reporting. 

The Commission is using its authority 

under section 13(f)(3) of the Exchange 

Act to grant a temporary exemption 

from compliance with Rule 13f–2 and 

for reporting on Form SHO to give 

additional time to allow for orderly 

compliance with Rule 13f–2.17 More 

specifically, the temporary exemption 

will facilitate realization of the benefits 

of the Rule by enhancing the accuracy 

of the data that would ultimately be 

provided to investors by giving 

institutional investment managers 

additional time to complete systems 

development, programming, and testing, 

and to resolve operational issues in 

connection with implementation of the 

Rule and Form SHO reporting. 

III. Conclusion 

Accordingly, the Commission hereby 

grants, pursuant to section 13(f)(3) of the 

Exchange Act, a temporary exemption 

from compliance with Rule 13f–2 and 

Form SHO reporting effective February 

7, 2025, and ending January 2, 2026. 

Therefore, Form SHO reports for the 

January 2026 reporting period would be 

required to be filed within 14 calendar 

days after the end of January 2026. 

By the Commission. 

Dated: February 7, 2025. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02570 Filed 2–12–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102378; File No. SR– 

NYSEAMER–2024–45] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Designation 

of a Longer Period for Commission 

Action on Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend 

Exchange Rule 915 To Permit the 

Listing and Trading of Options on the 

Bitwise Ethereum ETF, the Grayscale 

Ethereum Trust, and the Grayscale 

Ethereum Mini Trust 

February 7, 2025. 

On July 23, 2024, NYSE American 

LLC (‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

amend Exchange Rule 915 to permit the 

listing and trading of options on the 

Bitwise Ethereum ETF, the Grayscale 

Ethereum Trust (ETH), the Grayscale 

Ethereum Mini Trust, and any trust that 

holds ether. The proposed rule change 

was published for comment in the 

Federal Register on August 13, 2024.3

On September 24, 2024, pursuant to 

Section 19(b)(2) of the Act,4 the 

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change.5

On November 8, 2024, the Commission 

instituted proceedings pursuant to 

Section 19(b)(2)(B) of the Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

The Commission received comments 

regarding the proposal.8 On February 5, 

2025, the Exchange submitted 

Amendment No. 1 to the proposal.9

Section 19(b)(2) of the Act 10 provides 

that, after initiating disapproval 

proceedings, the Commission shall issue 

an order approving or disapproving the 

proposed rule change not later than 180 

days after the date of publication of 

notice of filing of the proposed rule 

change. The Commission may extend 

the period for issuing an order 

approving or disapproving the proposed 

rule change, however, by not more than 

60 days if the Commission determines 

that a longer period is appropriate and 

publishes the reasons for such 

determination. The proposed rule 

change was published for notice and 

comment in the Federal Register on 

August 13, 2024. February 9, 2025 is 

180 days from that date, and April 10, 

2025 is 240 days from that date. 

The Commission finds it appropriate 

to designate a longer period within 

which to issue an order approving or 

disapproving the proposed rule change 

so that it has sufficient time to consider 

the proposed rule change, as amended, 


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