Short Sale Transparency and Market Fairness Act

To amend the Securities Exchange Act of 1934 to modernize the reporting requirements under section 13(f) of such Act, and for other purposes. 1. Short title This Act may be cited as the Short Sale Transparency and Market Fairness Act 2. Section 13 (f) Section 13(f) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(f) (1) in paragraph (1)— (A) by striking equity securities of a class described in section 13(d)(1) of this title having an aggregate fair market value on the last trading day in any of the preceding twelve months of at least $100,000,000 or such lesser amount (but in no case less than $10,000,000) as the Commission, by rule, may determine, shall file reports with the Commission in such form, for such periods, and at such times after the end of such periods as the Commission, by rule, may prescribe, but in no event shall such reports be filed for periods longer than one year or shorter than one quarter. covered securities having an aggregate fair market value on the last trading day in any of the preceding twelve months of at least $100,000,000, shall file reports not later than 10 business days after the end of each month with the Commission. (B) by striking such equity security covered security (2) by adding at the end the following: (7) Form of reports The Commission may prescribe by rule the form of the reports required under paragraph (1). (8) Covered security For purposes of paragraph (1), the term covered security (A) an equity security of a class described in subsection (d)(1); or (B) a direct or indirect derivative interest or position (including a security-based swap) in an equity security, as defined by the Commission. . 3. Regulations relating to short sale disclosures Not later than 180 days after the date of the enactment of this Act, the Securities and Exchange Commission shall issue rules implementing the amendments made by section 929X of title IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C.78a et seq.). 4. Study on confidential treatment of 13 (f) (a) In general The Securities and Exchange Commission shall conduct a study to evaluate the standards and criteria used to determine whether confidential treatment shall apply with respect to an institutional investment manager for purposes of filing a report under section 13(f) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(f) (b) Report Not later than 1 year after the date of enactment of this Act, the Securities and Exchange Commission shall submit to the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate a report on the results of the study conducted under subsection (a). (c) Rulemaking Not later than 2 years after the date of enactment of this Act, the Securities and Exchange Commission shall issue or revise rules consistent with the results of the study conducted under subsection (a).

Summary: Short Sale Transparency and Market Fairness Act This bill modifies securities reporting requirements applicable to certain institutional investment managers. Specifically, the bill (1) reduces the reporting window for asset managers responsible for more than $100 million in assets to file ownership reports with the Securities and Exchange Commission (SEC) from 45 days to 10 days after the end of each month, and (2) expands requirements to include direct or indirect derivative positions or interest (e.g., short positions) in such reports. Additionally, the SEC must (1) issue rules providing for the public disclosure of short sale activity by institutional investment managers, and (2) report on the standards and criteria used to determine whether confidential treatment applies to an institutional investment manager for the purpose of filing certain reports.