Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 55557 

3 17 CFR 230.144. 

1 15 U.S.C. 78 l(k)(2). 

2See Exchange Act Release No. 58591 (September 

18, 2008). 

3See Exchange Act Release No. 58166 (July 15, 

2008), Exchange Act Release No. 58572 (September 

17, 2008). 

4This finding of an ‘‘emergency’’ is solely for 

purposes of Section 12(k)(2) of the Exchange Act 

and is not intended to have any other effect or 

meaning or to confer any right or impose any 

obligation other than set forth in this Order. 

5The term ‘‘investment discretion’’ has the same 

meaning as in Exchange Act Rule 13f–1(b). See 17 

CFR 240.13f–1(b). 

6The term ‘‘section 13(f) securities’’ has the same 

meaning as in Exchange Act Rule 13f–1(c). See 17 

CFR 240.13f–1(c). 

7See Exchange Act Rule 0–2 for a description of 

the business hours of the Commission. 17 CFR 

240.0–2. 

8Although we are requiring managers to 

electronically file Forms SH using our EDGAR 

system, the Forms SH will be filed on a non-public 

basis. The Commission is permitting the non-public 

filing of Form SH in order to maintain fair and 

orderly securities markets and prevent substantial 

disruption in the securities markets. The 

Commission believes that the non-public 

submission of Form SH may help prevent artificial 

volatility in securities as well as further downward 

swings that are caused by short selling, while at the 

same time, providing the Commission with useful 

information to combat market manipulation that 

threatens investors and capital markets. Two weeks 

after the due date for the Forms SH, the 

Commission will make the Forms available to the 

public. We believe that by two weeks after the due 

date the reasons to maintain the information as nonpublic will have diminished. 

9No Commission procedure for seeking 

confidential treatment of information filed with or 

transmitted to the Commission, such as those in 17 

CFR 200.80, 200.83, or 240.24b–2, shall apply to the 

information that this Order requires to be filed. 

Order, the market maker may not 

knowingly effect a short sale as part of 

bona fide market making and hedging 

activity related directly to bona fide 

market making in a derivative security 

based on a Covered Security, if the 

customer’s or counterparty’s transaction 

will result in the customer or 

counterparty establishing or increasing 

an economic net short position (i.e., 

through actual positions, derivatives, or 

otherwise) in the issued share capital of 

a firm covered by the Order. 

E. Sales of Restricted Securities 

We are also amending the Order to 

clarify that the Order does not apply to 

persons that effect sales of Covered 

Securities pursuant to Rule 144 of the 

Securities Act of 1933 (‘‘Rule 144 

Securities’’).3 This accommodation is 

necessary because sales of Rule 144 

Securities are sales of owned securities. 

It is therefore ordered that, pursuant 

to our Section 12(k)(2) powers, the 

Order does not apply to any person that 

effects a sale pursuant to Rule 144 of the 

Securities Act of 1933 (17 CFR 230.144) 

in a Covered Security. 

We believe that these amendments are 

necessary in the public interest and for 

the protection of investors to maintain 

fair and orderly securities markets, and 

to prevent substantial disruption to 

securities markets. 

By the Commission. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–22502 Filed 9–24–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 58591A] 

Securities Exchange Act of 1934; 

Amendment to Emergency Order 

Pursuant to Section 12(k)(2) of the 

Securities Exchange Act of 1934 

Taking Temporary Action To Respond 

to Market Developments 

September 21, 2008. 

Pursuant to Section 12(k)(2) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’),1 on September 18, 

2008, the Securities and Exchange 

Commission (‘‘Commission’’) issued an 

Emergency Order (‘‘Order’’) requiring 

institutional investment managers to 

report short sales of certain publicly 

traded securities.2 The Order takes 

effect on September 22, 2008 and 

requires the filing of a Form SH on 

September 29, 2008. This amendment 

relates to the public availability of the 

information provided by the 

institutional investment managers when 

they report such sales and also includes 

technical amendments. 

The Commission is aware of the 

continued potential of sudden and 

excessive fluctuations of securities 

prices and disruption in the functioning 

of the securities markets that could 

threaten fair and orderly markets. As 

evidenced by our recent publication of 

emergency orders under Section 12(k) of 

the Exchange Act,3 we are concerned 

about the possible unnecessary or 

artificial price movements based on 

unfounded rumors regarding the 

stability of financial institutions and 

other issuers exacerbated by short 

selling. We also believe that some 

persons may take advantage of issuers 

that have become temporarily weakened 

by current market conditions to engage 

in inappropriate short selling in the 

securities of such issuers. 

Given the importance of confidence in 

our financial markets as a whole, we 

have become concerned about sudden 

and unexplained declines in the prices 

of securities. Such price declines can 

give rise to questions about the 

underlying financial condition of an 

issuer, which in turn can create a crisis 

of confidence without a fundamental 

underlying basis. This crisis of 

confidence can impair the liquidity and 

ultimate viability of an issuer, with 

potentially broad market consequences. 

As a result of these recent 

developments, the Commission 

concluded that there continues to exist 

the potential of sudden and excessive 

fluctuations of securities prices 

generally and disruption in the 

functioning of the securities markets 

that could threaten fair and orderly 

markets. Based on this conclusion, the 

Commission is exercising its powers 

under Section 12(k)(2) of the Exchange 

Act.4 Pursuant to Section 12(k)(2), in 

appropriate circumstances the 

Commission may by order summarily 

take action to alter, supplement, 

suspend, or impose requirements or 

restrictions with respect to matters or 

actions subject to regulation by the 

Commission. 

We have concluded that it is 

necessary to require certain institutional 

investment managers to report 

information concerning daily short sales 

of securities. For purposes of this Order, 

we believe that section 13(f) of the 

Exchange Act and Rule 13f–1 provide 

useful and tested terms and definitions 

that provide a basis for requiring new 

disclosure. The Order therefore requires 

that an institutional investment manager 

that exercises investment discretion 5

with respect to accounts holding section 

13(f) securities 6 having an aggregate fair 

market value on the last trading day of 

any month of any calendar year of at 

least $100,000,000 must file a new form 

with the Commission. Specifically, an 

institutional investment manager who 

has filed or was required to file a Form 

13F for the calendar quarter ended June 

30, 2008 under section 13(f) of the 

Exchange Act and Rule 13f–1(a) 

thereunder will be required to file a 

report on new Form SH with the 

Commission on the first business day 7

of every calendar week immediately 

following a week in which it effected 

short sales. 

The Form SH, which must be filed 

electronically using the Commission’s 

EDGAR system,8 must include 

disclosure of the number and value of 

securities sold short for each section 

13(f) security, except for short sales in 

options, and the opening short position, 

closing short position, largest intraday 

short position, and the time of the 

largest intraday short position, for that 

security during each calendar day of the 

prior week.9 This disclosure 

requirement will apply only to short 

sales effected after the effective date of 

mstockstill on PROD1PC66 with NOTICES

55558 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

the Order. In addition, no filing will be 

required when no short sales of a 

section 13(f) security have been effected 

since the previous filing of a Form SH. 

Finally, an institutional investment 

manager need not report short positions 

otherwise reportable if: (i) The short 

position in the section 13(f) security 

constitutes less than one-quarter of one 

percent of that class of the issuer’s 

section 13(f) securities issued and 

outstanding as reported on the issuer’s 

most recent annual or quarterly report, 

and any current report subsequent 

thereto, filed with the Commission 

pursuant to the Exchange Act, unless 

the manager knows or has reason to 

believe the information contained 

therein is inaccurate; and (ii) the fair 

market value of the short position in the 

section 13(f) security is less than 

$1,000,000. 

We believe that the extraordinary 

circumstances we now confront require 

the new disclosure requirements we are 

imposing today. We also believe such 

disclosure requirements are necessary to 

protect the integrity and quality of the 

securities markets and strengthen 

investor confidence. 

It is ordered that, pursuant to our 

Section 12(k)(2) powers: 

Every institutional investment manager 

that exercises investment discretion with 

respect to accounts holding section 13(f) 

securities and that has filed or was required 

to file a Form 13F for the calendar quarter 

ended June 30, 2008, as required under 

section 13(f) of the Exchange Act and Rule 

13f–1(a) thereunder, must file a report on 

Form SH with the Commission. The Form SH 

filing must be made on the first business day 

of each week immediately following a week 

in which the institutional investment 

manager has effected any short sale with 

respect to any section 13(f) security that is 

not an option. With respect to each section 

13(f) security that is not an option, the Form 

SH filing must reflect the number and value 

of securities sold short during the day as well 

as the opening short position, closing short 

position, largest intraday short position, and 

the time of the largest intraday short position, 

for that security on each calendar day of the 

prior week in which the institutional 

investment manager engaged in trading 

activity with respect to short sales. 

The disclosure requirement will apply only 

to short sales effected after the effective date 

of the Order. In addition, no filing will be 

required when no short sales of a section 

13(f) security have been effected since the 

previous filing of a Form SH. 

Finally, an institutional investment 

manager need not report short positions 

otherwise reportable if: (i) The short position 

in the section 13(f) security constitutes less 

than one-quarter of one per cent of that class 

of the issuer’s section 13(f) securities issued 

and outstanding as reported on the issuer’s 

most recent annual or quarterly report, and 

any current report subsequent thereto, filed 

with the Commission pursuant to the 

Exchange Act, unless the manager knows or 

has reason to believe the information 

contained therein is inaccurate; and (ii) the 

fair market value of the short position in the 

section 13(f) security is less than $1,000,000. 

Short sale has the meaning set forth in 

Rule 200(a) of Regulation SHO (17 CFR 

242.200(a)), and terms referenced in that 

provision shall have the same meaning as set 

forth in Regulation SHO; and short positions 

to be reported are those resulting from ‘‘short 

sales’’ as that term is defined in Rule 200(a) 

of Regulation SHO. 

It is further ordered that, pursuant to 

our Section 12(k)(2) powers, the text of 

Form SH be as set forth in the 

attachment to this Order. 

This Order shall be effective at 12:01 

a.m. EDT on September 22, 2008, the 

first Form SH shall be required to be 

filed on September 29, 2008, and this 

Order shall terminate at 11:59 p.m. on 

October 2, 2008 unless further extended 

by the Commission. 

By the Commission. 

Florence E. Harmon, 

Acting Secretary. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION, 

WASHINGTON, D.C. 20549 

FORM SH 

INFORMATION REQUIRED OF 

INSTITUTIONAL INVESTMENT 

MANAGERS PURSUANT TO EMERGENCY 

ORDER, SECURITIES EXCHANGE ACT OF 

1934 RELEASE NO. 58591, SEPTEMBER 18, 

2008 

GENERAL INSTRUCTIONS 

1. Rule as to Use of Form SH. Institutional 

investment managers (‘‘Managers’’) must use 

Form SH for reports to the Commission 

required by the Commission’s Emergency 

Order, Securities Exchange Act of 1934 

Release No. 58591, September 18, 2008 and 

the Amendment to that Order, Securities 

Exchange Act of 1934 Release No. 58591A, 

September 21, 2008 (the ‘‘Orders’’). The 

Orders provide that every Manager that 

exercises investment discretion with respect 

to accounts holding section 13(f) securities, 

as defined in rule 13f–1(c) under the 

Securities Exchange Act of 1934 [15 U.S.C. 

78m(f)] (‘‘Exchange Act’’), who has filed or 

was required to file a Form 13F for the 

calendar quarter ended June 30, 2008, must 

file a non-public report on Form SH with the 

Commission to report certain information 

about short sales and short positions. The 

non-public Form SH filing must be made on 

the Monday (or, if Monday is a federal 

holiday, the first business day thereafter) of 

each calendar week immediately following a 

Form SH reporting period (i.e., the preceding 

Monday-Sunday, or seven calendar days) in 

which the Manager has entered into any new 

short positions with respect to any section 

13(f) securities except for any short 

position(s) for options (‘‘SH Short 

Positions’’). The non-public Form SH will 

report SH Short Positions for the MondaySunday immediately preceding the Monday 

on which the Form SH is due to be filed. 

2. Rules To Prevent Duplicative Reporting. 

If two or more Managers, each of which is 

required by the Orders to file a report on 

Form SH for the reporting period, exercise 

investment discretion with respect to the 

same securities, only one such Manager must 

include information in its reports on Form 

SH. 

A Manager having information that is 

required by the Orders to be reported on 

Form SH, 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 6. 

3. Filing of Form SH. A Form SH report 

that is filed by a Manager with the 

Commission shall be non-public upon filing. 

A Manager must label its Form SH as nonpublic by adding the phrase NON–PUBLIC 

(in bold and capital letters) at the top and 

bottom of each page of the entire form, i.e., 

each page(s) of the Form SH Cover Page (the 

‘‘Cover Page’’), the Form SH Summary Page 

(the ‘‘Summary Page’’), and the Form SH 

Information Table (the ‘‘Information Table’’). 

A Manager must file a Form SH report with 

the Commission on or before 5:30 p.m. 

Eastern Standard Time or Eastern Daylight 

Savings Time, whichever currently is in 

effect in Washington, DC (‘‘Eastern Time’’) on 

the Monday (or, if Monday is a federal 

holiday, the first business day thereafter) of 

each week immediately following the 

preceding seven calendar day period in 

which the Manager has entered into any new 

SH Short Position(s). The Form SH must be 

filed electronically using the Commission’s 

EDGAR system. 

4. Official List of Section 13(f) Securities. 

The official list of section 13(f) securities 

published by the Commission (the ‘‘13F 

List’’) lists the securities the holdings of 

which a Manager is to report on Form 13F. 

See rule 13f–1(c) [17 CFR 240.13f–1(c)]. Form 

SH filers may rely on the current 13F List in 

determining whether they need to report on 

Form SH information about any particular 

equity security, excluding short positions on 

options. The 13F List is available on the 

SEC’s Web site, at http://www.sec.gov/ 

divisions/investment/13flists.htm. Paper 

copies are available at a reasonable fee from 

the Securities and Exchange Commission, 

Public Reference Room, 100 F Street, NE, 

Washington, DC 20549. 

SPECIAL INSTRUCTIONS 

1. This form consists of three parts: the 

Cover Page, the Summary Page, and the 

Information Table. 

2. When preparing the report, omit all 

bracketed text. Include brackets used to form 

check boxes. 

The Cover Page: 

3. The period end date used in the report 

(and in the EDGAR submission header) is the 

Sunday before the Form SH is filed. The date 

should name the month, and express the day 

and year in Arabic numerals, with the year 

being a four-digit numeral (i.e., 2008). 

4. Amendments to a Form SH must either 

restate the Form SH in its entirety or include 

only entries that are being reported in 

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Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 55559 

addition to those already reported in a 

current public Form SH for the same period. 

If the Manager is filing the Form SH report 

as an amendment, then the Manager must 

check the amendment box on the Cover Page; 

enter the amendment number; and check the 

appropriate box to indicate whether the 

amendment (a) is a restatement or (b) adds 

new entries. Each amendment must include 

a complete Cover Page and, if applicable, a 

Summary Page and Information Table. 

Amendments must be filed sequentially. 

5. Present the Cover Page and the Summary 

Page information in the format and order 

provided in the form. The Cover Page may 

include information in addition to the 

required information, so long as the 

additional information does not, either by its 

nature, quantity, or manner of presentation, 

impede the understanding or presentation of 

the required information. Place all additional 

information after the signature of the person 

signing the report (immediately preceding 

the Report Type section). Do not include any 

additional information on the Summary Page 

or in the Information Table. 

6. Designate the Report Type for the Form 

SH by checking the appropriate box in the 

Report Type section of the Cover Page, and 

include, where applicable, the List of Other 

Managers Reporting for this Manager (on the 

Cover Page), the Summary Page and the 

Information Table, as follows: 

a. If all of the information that a Manager 

is required by the Orders to report on Form 

SH is reported by another Manager (or 

Managers), check the box for Report Type 

‘‘FORM SH NOTICE,’’ include (on the Cover 

Page) the List of Other Managers Reporting 

for this Manager, and omit both the Summary 

Page and the Information Table. 

b. If all of the information that a Manager 

is required by the Orders to report on Form 

SH is reported in this report, check the box 

for Report Type ‘‘FORM SH ENTRIES 

REPORT,’’ omit from the Cover Page the List 

of Other Managers Reporting for this 

Manager, and include both the Summary 

Page and the Information Table. 

c. If only a part of the information that a 

Manager is required by the Orders to report 

on Form SH is reported in this report, check 

the box for Report Type ‘‘FORM SH 

COMBINATION REPORT,’’ include (on the 

Cover Page) the List of Other Managers 

Reporting for this Manager, and include both 

the Summary Page and the Information 

Table. 

Summary Page: 

7. Include on the Summary Page the Report 

Summary, containing the Number of Other 

Included Managers, the Information Table 

Entry Total and the Information Table Value 

Total. 

a. Enter as the Number of Other Included 

Managers the total number of other Managers 

listed in the List of Other Included Managers 

on the Summary Page, not counting the 

Manager filing this report. See Special 

Instruction 8. If none, enter the number zero 

(‘‘0’’). 

b. Enter as the Information Table Entry 

Total the total number of line entries 

providing issuer information included in the 

Information Table. 

c. Enter as the Information Table Value 

Total the aggregate fair market value in U.S. 

dollars of all securities sold short during the 

reporting period that are reported in this 

report, i.e., the total for Column 5 (Value of 

Securities Sold Short (Day)) of all line entries 

in the Information Table. The Manager must 

express this total as a rounded figure, 

corresponding to the individual Column 4 

entries in the Information Table. See Special 

Instruction 9. 

8. Include on the Summary Page the List 

of Other Included Managers. Use the title, 

column headings and format provided. 

a. If this Form SH does not report the 

information that a Manager is required by the 

Orders to report on Form SH of any Manager 

other than the Manager filing this report, 

enter the word ‘‘NONE’’ under the title and 

omit the column headings and list entries. 

b. If this Form SH reports the information 

that a Manager is required by the Orders to 

report on Form SH of one or more Managers 

other than the Manager filing this report, 

enter in the List of Other Included Managers 

all such Managers together with their 

respective Form 13F file numbers, if known. 

(The Form 13F file numbers are assigned to 

Managers when they file their first Form 

13F.) Assign a number to each Manager in 

the List of Other Included Managers, and 

present the list in sequential order. The 

numbers need not be consecutive. The List of 

Other Managers cannot include the Manager 

filing this report. 

Information Table: 

9. In determining the fair market value of 

securities sold short, a Manager must use the 

market price of the section 13(f) securities as 

of the close of floor trading on the New York 

Stock Exchange (‘‘NYSE’’) for the day in 

question. If the securities are sold short on 

a non-business day, a Manager must use the 

market price of the section 13(f) securities as 

of the close of the NYSE for the most recent 

business day. Such market closing time shall 

be used to determine the price for all SH 

Short Positions, irrespective of which U.S. 

equity market the issuer trades on. Enter 

values rounded to the nearest one thousand 

dollars (with ‘‘000’’ omitted). 

10. Furnish the Information Table using 

the table title, column headings and format 

provided. Provide column headings once at 

the beginning of the Information Table; 

repetition of column headings on subsequent 

pages is not required. Present the table in 

accordance with the column instructions 

provided in Special Instructions 10.a.i 

through 10.a.viii. Do not include any 

additional information in the Information 

Table. Begin the Information Table on a new 

page; do not include any portion of the 

Information Table on either the Cover Page 

or the Summary Page. 

a. Instructions for each column in the 

Information Table: 

i. Column 1. Name of Issuer. Enter in 

Column 1 the name of the issuer as it appears 

in the current official list of section 13(f) 

Securities published by the Commission in 

accordance with rule 13f–1(c) (the ‘‘13F 

List’’). Reasonable abbreviations are 

permitted. 

ii. Column 2. CUSIP Number. Enter in 

Column 2 the nine (9) digit CUSIP number 

of the security for which information is being 

reported. 

iii. Column 3. Short Position (Start of Day). 

Enter in Column 3 the number of securities 

that represent the Manager’s short position in 

the issuer as of the start of each calendar day 

(or days, in the case of Saturday and Sunday) 

during the reporting period. The Short 

Position (Start of Day) for Monday, 

September 22, 2008 shall be zero. 

iv. Column 4. Number of Securities Sold 

Short (Day). Enter in Column 4 the aggregate 

number of securities in the issuer that the 

Manager sold short for each calendar day (or 

days, in the case of Saturday and Sunday) 

during the reporting period. 

v. Column 5. Value of Securities Sold Short 

(Day). Enter in Column 5 the market value in 

U.S. dollars of the number of securities 

reported in Column 4. In valuing such 

securities, use the fair market value for each 

security, as set forth in Special Instruction 9, 

supra. 

vi. Column 6. Short Position (End of Day). 

Enter in Column 6 the number of securities 

that represent the Manager’s short position in 

the issuer as of the end of each calendar day 

(or days, in the case of Saturday and Sunday) 

during the reporting period. 

vii. Column 7. Largest Intra-Day Short 

Position. Enter in Column 7 the number of 

securities that represent the Manager’s largest 

single short position in the issuer for each 

calendar day (or days, in the case of Saturday 

and Sunday) during the reporting period. 

viii. Column 8. Time of Day of Largest 

Intra-Day Short Position. Enter in Column 7 

the time of day (Eastern Time) that the 

Manager had the largest single short position 

in the issuer, as reported in Column 7. 

11. Preparation of the electronic filing: 

Filing documents may be submitted in 

either ASCII or HTML document format. For 

ASCII submissions, please note items a, b, 

and c. Preparation of the filing document 

should follow instructions in the EDGAR 

Filer Manual (Volume 2), EDGAR Filing 

available on the SEC’s Web site at http:// 

www.sec.gov/info/edgar/edmanuals.htm. 

a. No line on the Cover Page or the 

Summary Page may exceed 80 characters in 

length. See rule 305 of Regulation S–T [17 

CFR 232.305]. 

b. No line in the Form SH Information 

Table may exceed 132 characters in length. 

See rule 305 of Regulation S–T [17 CFR 

232.305]. 

c. If the Form SH Report Type is ‘‘SH 

ENTRIES REPORT’’ or ‘‘SH COMBINATION 

REPORT,’’ then place one EDGAR <PAGE> 

tag at the end of the Cover Page and one 

<PAGE> tag at the end of the Summary Page. 

Additional EDGAR <PAGE> tags are not 

required. Those electing to include 

additional <PAGE> tags should, for each 

page containing a <PAGE> tag, include no 

more than sixty (60) lines per page, including 

the line on which the <PAGE> tag is placed. 

d. In preparing the Form SH report for 

electronic filing, a Manager may omit 

underscoring used in the form to indicate the 

placement of information that the Manager is 

to furnish. 

e. Use the following EDGAR submission 

types for the following Form SH Report 

Types: 

mstockstill on PROD1PC66 with NOTICES

55560 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

Form SH 

Report Type 

EDGAR 

Submission 

Type 

FORM SH ENTRIES REPORT: 

Initial Filing ............................ SH–ER 

Amendments ......................... SH–ER/A 

FORM SH NOTICE: 

Initial Filing ............................ SH–NT 

Amendments ......................... SH–NT/A 

FORM SH COMBINATION REPORT: 

Initial Filing ............................ SH–ER 

Amendments ......................... SH–ER/A 

Filings with the form types set forth in this 

instruction will be filed on a non-public basis. 

Paperwork Reduction Act Information 

The Office of Management and Budget has 

approved this collection of information 

pursuant to 44 U.S.C. § 3507 and 5 CFR 

§ 1320.13. The OMB control number for this 

collection of information is 3235–0646. An 

agency may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information unless it displays a 

currently valid control number. We estimate 

that providing the requested information will 

take, on average, approximately 5 hours. Any 

member of the public may direct to the 

Commission any comments concerning the 

accuracy of this burden estimate and any 

suggestions for reducing this burden. See 

Order 58591A regarding confidentiality. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION,

Washington, D.C. 20549 

FORM SH 

FORM SH COVER PAGE 

Report for the Period Ended: lllllll

[Month, Day, Year] 

Check here if Amendment [ ] 

Amendment Number: llllllllll

This Amendment (Check only one):

[ ] is a restatement. 

[ ] adds new entries. 

Institutional Investment Manager Filing this 

Report: 

Name: lllllllllllllllll

Address: llllllllllllllll

lllllllllllllllllllll

lllllllllllllllllllll

Form 13F File Number: 28– llllllll

The institutional investment manager filing 

this report and the person by whom it is 

signed hereby represent that the person 

signing the report is authorized to submit it, 

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. 

Person Signing this Report on Behalf of 

Reporting Manager: 

Name: lllllllllllllllll

Title: llllllllllllllllll

Phone: lllllllllllllllll

Signature, Place, and Date of Signing: 

lllllllllllllllllllll

[Signature] 

lllllllllllllllllllll

[City, State] 

lllllllllllllllllllll

[Date] 

Report Type (Check only one): 

[ ] FORM SH ENTRIES REPORT. (Check 

here if all entries of this reporting manager 

are reported in this report.) 

[ ] FORM SH NOTICE. (Check here if no 

entries reported are in this report, and all 

entries are reported by other reporting 

manager(s).) 

[ ] FORM SH 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).) 

List of Other Managers Reporting for this 

Manager: 

[If there are no entries in this list, omit this 

section.] 

Form 13F File Number: 

28– lllllllllllllllllll

Name: lllllllllllllllll

[Repeat as necessary.] 

FORM SH SUMMARY PAGE 

Report Summary: 

Number of Other Included Managers: 

lllllllllllllllllllll

Form SH Information Table Entry Total: 

lllllllllllllllllllll

Form SH Information Table Value Total: 

lllllllllllllllllllll

(thousands) 

List of Other Included Managers: 

Provide a numbered list of the name(s) and 

Form 13F file number(s) of all institutional 

investment managers with respect to which 

this Form SH report is filed, other than the 

manager filing this report. 

[If there are no entries in this list, state 

‘‘NONE’’ and omit the column headings and 

list entries.] 

No. lllllllllllllllllll

Form 13F File Number: 

28– lllllllllllllllllll

Name: lllllllllllllllll

[Repeat as necessary.] 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION,

Washington, D.C. 20549 

FORM SH 

FORM SH COVER PAGE 

Report for the Period Ended: lllllll

[Month, Day, Year] 

Check here if Amendment [ ] 

Amendment Number: llllllllll

This Amendment (Check only one): 

[ ] is a restatement. 

[ ] adds new entries. 

Institutional Investment Manager Filing this 

Report: 

Name: lllllllllllllllll

Address: llllllllllllllll

lllllllllllllllllllll

lllllllllllllllllllll

Form 13F File Number: 28– llllllll

The institutional investment manager filing 

this report and the person by whom it is 

signed hereby represent that the person 

signing the report is authorized to submit it, 

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. 

Person Signing this Report on Behalf of 

Reporting Manager: 

Name: lllllllllllllllll

Title: llllllllllllllllll

Phone: lllllllllllllllll

Signature, Place, and Date of Signing: 

lllllllllllllllllllll

[Signature] 

lllllllllllllllllllll

[City, State] 

lllllllllllllllllllll

[Date] 

Report Type (Check only one): 

[ ] FORM SH ENTRIES REPORT. (Check 

here if all entries of this reporting manager 

are reported in this report.) 

[ ] FORM SH NOTICE. (Check here if no 

entries reported are in this report, and all 

entries are reported by other reporting 

manager(s).) 

[ ] FORM SH 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).) 

List of Other Managers Reporting for this 

Manager: 

[If there are no entries in this list, omit this 

section.] 

Form 13F File Number: 

28– lllllllllllllllllll

[Repeat as necessary.] 

Name: lllllllllllllllll

FORM SH SUMMARY PAGE 

Report Summary: 

Number of Other Included Managers: 

lllllllllllllllllllll

Form SH Information Table Entry Total: 

lllllllllllllllllllll

Form SH Information Table Value Total: 

lllllllllllllllllllll

(thousands) 

List of Other Included Managers: 

Provide a numbered list of the name(s) and 

Form 13F file number(s) of all institutional 

investment managers with respect to which 

this Form SH report is filed, other than the 

manager filing this report. 

[If there are no entries in this list, state 

‘‘NONE’’ and omit the column headings and 

list entries.] 

No. lllllllllllllllllll

Form 13F File Number: 

28– lllllllllllllllllll

Name: lllllllllllllllll

[Repeat as necessary.] 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 55561 

FORM SH INFORMATION TABLE—PAGE 1 

MONDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

FORM SH INFORMATION TABLE—PAGE 2 

TUESDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

mstockstill on PROD1PC66 with NOTICES

55562 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

FORM SH INFORMATION TABLE—PAGE 2—Continued 

TUESDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

FORM SH INFORMATION TABLE—PAGE 3 

WEDNESDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

FORM SH INFORMATION TABLE—PAGE 4 

THURSDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 55563 

FORM SH INFORMATION TABLE—PAGE 4—Continued 

THURSDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

FORM SH INFORMATION TABLE—PAGE 5 

FRIDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

mstockstill on PROD1PC66 with NOTICES

55564 Federal Register / Vol. 73, No. 187 / Thursday, September 25, 2008 / Notices 

FORM SH INFORMATION TABLE—PAGE 6 

SATURDAY–SUNDAY, [Month, Day, Year] 

Name of Issuer CUSIP 

Short 

Position 

(Start of 

Day) 

Number of 

Securities 

Sold Short 

(Day) 

Value of 

Securities 

Sold Short 

(Day) 

Short 

Position 

(End of 

Day) 

Largest 

Intra-Day 

Short 

Position 

Time of Day 

of Largest 

Intra-Day 

Short 

Position 

Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 

[FR Doc. E8–22509 Filed 9–24–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28383; 812–13355] 

Triangle Capital Corporation, et al.; 

Notice of Application 

September 19, 2008. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application for an 

order under sections 6(c), 12(d)(1)(J), 

and 57(c) of the Investment Company 

Act of 1940 (‘‘Act’’) granting exemptions 

from sections 12(d)(1)(A) and (C), 18(a), 

21(b), 57(a)(1)–(a)(3), and 61(a) of the 

Act; under section 57(i) of the Act and 

rule 17d–1 under the Act to permit 

certain joint transactions otherwise 

prohibited by section 57(a)(4) of the Act; 

and under section 12(h) of the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

granting an exemption from section 

13(a) of the Exchange Act. 

SUMMARY OF APPLICATION: Applicants, 

Triangle Capital Corporation 

(‘‘Triangle’’), Triangle Mezzanine Fund, 

LLLP (‘‘Triangle SBIC’’), and New 

Triangle GP, LLC (‘‘General Partner’’), 

request an order permitting a business 

development company (‘‘BDC’’) and its 

wholly-owned small business 

investment company (‘‘SBIC’’) 

subsidiary to (1) engage in certain 

transactions that otherwise would be 

permitted if the BDC and its SBIC 

subsidiary were one company, (2) 

adhere to a modified asset coverage 

requirement, and (3) file certain reports 

on a consolidated basis. 

FILING DATES: The application was filed 

on January 3, 2007 and amended on 

November 5, 2007, and September 16, 

2008. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the application will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5.30 pm on October 10, 2008, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants, c/o Garland S. Tucker 

III, Triangle Capital Corporation, 3700 

Glenwood Avenue, Suite 530, Raleigh, 

NC 27612. 

FOR FURTHER INFORMATION CONTACT: 

Courtney S. Thornton, Senior Counsel, 

at (202) 551–6812, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Desk, 

mstockstill on PROD1PC66 with NOTICES