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[Federal Register Volume 90, Number 29 (Thursday, February 13, 2025)]
[Notices]
[Pages 9568-9569]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-02570]

[[Page 9568]]

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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.
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    \1\ Exchange Act Release No. 34-98738 (Oct. 13, 2023), 88 FR 
75100 (Nov. 1, 2023) (``Rule 13f-2 Adopting Release'').
    \2\ See 17 CFR 240.13f-2(a).
    \3\ See 17 CFR 240.13f-2(a)(3).
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    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\
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    \4\ See, 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-Extension-Request-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-Request-Final-Submitted-1.20.25.pdf.
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    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\
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    \5\ Form SHO XML Technical Specifications are available at 
https://www.sec.gov/submit-filings/technical-specifications#xml.
    \6\ EDGAR Filer Manual 24.4, Vol. II was published in EDGAR 
Release 24.4, published December 16, 2024. https://www.sec.gov/submit-filings/edgar-filer-manual.
    \7\ 2024 SIFMA et al. Letter, at 1.
    \8\ Id. See also 2025 MFA and AIMA Letter, at 2.
    \9\ See, 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.
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    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\
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    \11\ FIF 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 
six-month 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).
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    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\
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    \12\ 2025 MFA and AIMA Letter, at 2.
    \13\ FIF Letter (Dec. 20, 2024).
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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

[[Page 9569]]

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.
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    \14\ 2025 MFA and AIMA Letter, at 2.
    \15\ See, 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).
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    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.
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    \16\ 15 U.S.C. 78m.
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    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.
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    \17\ The 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.
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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
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