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By: Benjamin Catalano, Louis Rambo, Elanit Snow, Christopher Wells, Frank Zarb from global law firm Proskauer Rose

On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules require monthly reporting on new Form SHO of activity related to a broad spectrum of "equity securities." An investment manager must report on activity and positions where it has investment discretion, subject to thresholds described below. The SEC also amended the CAT NMS Plan to supplement the reporting requirements for covered firms.

What investment managers are covered by Rule 13f-2?

The "institutional investment managers" to which the new rules apply is the same group as are subject to Form 13F, without the additional element for purposes of Form 13F that the manager have $100 million or more under management. The term is defined under the Exchange Act to mean any person, other than a natural person, investing in or buying and selling securities for its own account and any person exercising investment discretion with respect to the account of any other person.

Because Rule 13f-2 and new Form SHO are not limited by the $100 million threshold that triggers Form 13F filing obligations, they will pick up many new investment managers that have not traditionally been required to report their short or long p......................

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