Securities and Exchange Commission 2022 – Federal Register Recent Federal Regulation Documents

The Securities and Exchange Commission (the ``Commission'') is proposing a new rule and related form pursuant to the Securities Exchange Act of 1934 (the ``Exchange Act''), including Section 13(f)(2), which was added by Section 929X of the Dodd-Frank Wall Street Reform and Consumer Protection Act (``DFA''). The proposed rule and related form are designed to provide greater transparency through the publication of short sale related data to investors and other market participants. Under the rule, institutional investment managers that meet or exceed a specified reporting threshold would be required to report, on a monthly basis using the proposed form, specified short position data and short activity data for equity securities. In addition, the Commission is proposing a new rule under the Exchange Act to prescribe a new ``buy to cover'' order marking requirement, and proposing to amend the national market system plan governing the consolidated audit trail (``CAT'') created pursuant to the Exchange Act to require the reporting of ``buy to cover'' order marking information and reliance on the bona fide market making exception in the Commission's short sale rules. The Commission is publishing the text of the proposed amendments to the CAT NMS Plan in a separate notice.

The Securities and Exchange Commission (``Commission'') is proposing to amend certain rules that govern beneficial ownership reporting. The proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. The proposed amendments also would deem holders of certain cash-settled derivative securities as beneficial owners of the reference equity securities and clarify the disclosure requirements of Schedule 13D with respect to derivative securities. In addition, the proposed amendments would clarify and affirm the operation of the regulation as applied to two or more persons that form a group under the Securities Exchange Act of 1934, and provide new exemptions to permit such persons to communicate and consult with each other, jointly engage issuers and execute certain transactions without being subject to regulation as a group. We also are proposing to amend provisions regarding the date on which Schedules 13D and 13G filings are deemed to have been made. Finally, we are proposing to require that Schedules 13D and 13G be filed using a structured, machine-readable data language.