25 September 2008
Related:
sec092408.htm + SEC Emergency Orders on Short Selling September 24, 2008
sec092308.htm + SEC Emergency Order on Naked Short Selling September 23, 2008
[Federal Register: September 25, 2008 (Volume 73, Number 187)]
[Notices]
[Page 55556-55557]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25se08-83]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 58611]
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,\1\ on September 18, 2008, the Securities and Exchange Commission
(``Commission'') issued an Emergency Order (the ``Order'') related to
short selling the publicly traded securities of certain financial
firms.\2\ The Order was effective immediately. The Commission is
issuing this amendment to address current and anticipated technical and
operational concerns resulting from the requirements of the Order.
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\1\ 15 U.S.C. 78l(k)(2).
\2\ See Securities Exchange Act Release No. 58592 (Sept. 18,
2008).
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A. Included Financial Firms
The Order applies to the publicly traded securities of certain
financial firms, which entities are identified in Appendix A to the
Order (``Included Financial Firms''). We are amending the Order to
modify the list of Included Financial Firms. As we stated in the Order,
recent market conditions have raised concerns that short selling in the
securities of a wide range of financial institutions may be causing
sudden and excessive fluctuations of the prices of such securities in
such a manner to threaten fair and orderly markets. Difficulties with
the classification criteria led to the omission of financial
institutions falling within these categories. In light of the
familiarity of the exchanges listing financial institutions with the
nature of their respective businesses, the Commission has determined to
amend this Order to provide that the listing markets shall select the
individual financial institutions with securities covered by the Order.
The Commission expects each national securities exchange listing
financial institutions to immediately publish a list, on its Internet
Web site, of individual listed companies with common equity that will
be covered by the Order's prohibition on short sales. The Commission
expects these lists to cover banks, savings associations, broker-
dealers, investment advisers, and insurance companies, whether domestic
or foreign, and the owners of any of these entities.
To the extent an issuer chooses not to be covered by the Order's
prohibition on short sales, we have authorized the applicable national
securities exchange to exclude that issuer from its list of covered
financial firms.
It is therefore ordered that, pursuant to our Section 12(k)(2)
powers, the Order applies to the publicly traded common equity
securities of any issuer identified by any national securities exchange
listing such securities as being a financial institution (each a
``Covered Security'' and collectively, ``Covered Securities'').
B. Options and Futures Contract Expiration
The Order includes an exception from its requirements to allow
short sales that occur as a result of automatic exercise or assignment
of an equity option held prior to effectiveness of the Order due to
expiration of the option. We are amending the Order to also allow short
sales that occur as a result of the expiration of futures contracts
held prior to effectiveness of the Order.
It is therefore ordered that, pursuant to our Section 12(k)(2)
powers, the requirements of the Order shall not apply to any person
that effects a short sale in any Covered Security as a result of
automatic exercise or assignment of an equity option, or in connection
with settlement of a futures contract, that is held prior to
effectiveness of the Order due to expiration of the option or futures
contract.
C. Options Assignments
To allow for creation of long call options, we are amending the
Order to except from its requirements, short sales that occur as a
result of assignment to call writers upon exercise.
It is therefore ordered that, pursuant to our Section 12(k)(2)
powers, the requirements of the Order shall not apply to the writer of
a call option that effects a short sale in any Covered Security as a
result of assignment following exercise by the holder of the call.
D. Market Making and Derivatives
In the Order we included an exception until 11:59 p.m. on September
19, 2008 for any person that is a market maker that effects a short
sale as part of bona fide market making and hedging activity related
directly to bona fide market making in derivatives on the publicly
traded securities of any Included Financial Firm. We are amending the
exception so that it continues for the duration of the Order. In
addition, we are clarifying that the exception applies to all market
makers, including over-the-counter market makers, and that it applies
to bona fide market making and hedging activity related directly to
bona fide market making in exchange traded funds and exchange traded
notes of which Covered Securities are a component. The purpose of this
accommodation is to permit market makers to continue to provide
liquidity to the markets.
To help ensure that this hedging exception does not result in
increased short exposure in Covered Securities, we are limiting the
exception so that if a customer or counterparty position in a
derivative security based on a Covered Security is established after
12:01 a.m. E.D.T on September 22, 2008, a market maker may not effect a
short sale in the Covered Security if the market maker knows that 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 this Order.
It is therefore ordered that, pursuant to our Section 12(k)(2)
powers, the requirements of this Order shall not apply to any person
that is a market maker, including an over-the-counter market maker,
that effects a short sale as part of a bona fide market making and
hedging activity related directly to bona fide market making in (a)
derivative securities based on Covered Securities, or (b) exchange
traded funds and exchange traded notes of which Covered Securities are
a component. Provided, however, if a customer or counterparty position
in a derivative security based on a Covered Security is established
after 12:01 a.m. E.D.T on September 22, 2008, a market maker may not
effect a short sale in the Covered Security if the market maker knows
that 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 this Order.
All market makers relying on this exception to the limitation on
short selling shall, as soon as operationally practicable, publish a
notice on their Internet Web site that, pursuant to this
[[Page 55557]]
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.
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\3\ 17 CFR 230.144.
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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
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[Federal Register: September 25, 2008 (Volume 73, Number 187)]
[Notices]
[Page 55557-55564]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25se08-84]
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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.
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\1\ 15 U.S.C. 78 l(k)(2).
\2\ See Exchange Act Release No. 58591 (September 18, 2008).
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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.
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\3\ See Exchange Act Release No. 58166 (July 15, 2008), Exchange
Act Release No. 58572 (September 17, 2008).
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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.
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\4\ This 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.
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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.
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\5\ The term ``investment discretion'' has the same meaning as
in Exchange Act Rule 13f-1(b). See 17 CFR 240.13f-1(b).
\6\ The term ``section 13(f) securities'' has the same meaning
as in Exchange Act Rule 13f-1(c). See 17 CFR 240.13f-1(c).
\7\ See Exchange Act Rule 0-2 for a description of the business
hours of the Commission. 17 CFR 240.0-2.
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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
[[Page 55558]]
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.
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\8\ Although 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 non-
public will have diminished.
\9\ No 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.
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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 Monday-Sunday 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 non-public 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
[[Page 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 tag at the end of
the Cover Page and one tag at the end of the Summary Page.
Additional EDGAR tags are not required. Those electing to
include additional tags should, for each page containing a
tag, include no more than sixty (60) lines per page,
including the line on which the 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:
[[Page 55560]]
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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. Sec. 3507 and 5 CFR Sec.
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:-------------------------------------------
[Month, Day, Year]
Check here if Amendment [ ]
Amendment Number:------------------------------------------------------
This Amendment (Check only one):
[ ] is a restatement.
[ ] adds new entries.
Institutional Investment Manager Filing this Report:
Name:------------------------------------------------------------------
Address:---------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Form 13F File Number: 28-----------------------------------------------
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:------------------------------------------------------------------
Title:-----------------------------------------------------------------
Phone:-----------------------------------------------------------------
Signature, Place, and Date of Signing:
-----------------------------------------------------------------------
[Signature]
-----------------------------------------------------------------------
[City, State]
-----------------------------------------------------------------------
[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---------------------------------------------------------------------
Name:------------------------------------------------------------------
[Repeat as necessary.]
FORM SH SUMMARY PAGE
Report Summary:
Number of Other Included Managers:
-----------------------------------------------------------------------
Form SH Information Table Entry Total:
-----------------------------------------------------------------------
Form SH Information Table Value Total:
-----------------------------------------------------------------------
(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.--------------------------------------------------------------------
Form 13F File Number:
28---------------------------------------------------------------------
Name:------------------------------------------------------------------
[Repeat as necessary.]
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C.
20549
FORM SH
FORM SH COVER PAGE
Report for the Period Ended:-------------------------------------------
[Month, Day, Year]
Check here if Amendment [ ]
Amendment Number:------------------------------------------------------
This Amendment (Check only one):
[ ] is a restatement.
[ ] adds new entries.
Institutional Investment Manager Filing this Report:
Name:------------------------------------------------------------------
Address:---------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Form 13F File Number: 28-----------------------------------------------
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:------------------------------------------------------------------
Title:-----------------------------------------------------------------
Phone:-----------------------------------------------------------------
Signature, Place, and Date of Signing:
-----------------------------------------------------------------------
[Signature]
-----------------------------------------------------------------------
[City, State]
-----------------------------------------------------------------------
[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---------------------------------------------------------------------
[Repeat as necessary.]
Name:------------------------------------------------------------------
FORM SH SUMMARY PAGE
Report Summary:
Number of Other Included Managers:
-----------------------------------------------------------------------
Form SH Information Table Entry Total:
-----------------------------------------------------------------------
Form SH Information Table Value Total:
-----------------------------------------------------------------------
(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.--------------------------------------------------------------------
Form 13F File Number:
28---------------------------------------------------------------------
Name:------------------------------------------------------------------
[Repeat as necessary.]
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