Related Final Rules

October 2023 — the SEC voted to adopt new Rule 13f-2 and related Form SHO to enhance disclosure requirements through the publication of short sale-related data to investors and other market participants. In accordance with Rule 13f-2, an institutional investment manager that meets certain prescribed reporting thresholds would both report certain short position and short activity data for certain equity securities on Form SHO and file Form SHO using either a fillable web form available on EDGAR or its own software tool that utilizes a Form SHO-specific XML. Accordingly, the SEC would anonymize, aggregate, and publish certain data collected from the forms received, and EDGAR subsequently will be updated with this new rule. For further information, please see the Short Position and Short Activity Reporting by Institutional Investment Managers final rule.

October 2023 — the SEC adopted amendments that require beneficial ownership reports on Schedules 13D and 13G be filed using a structured, machine-readable data language. EDGAR is being updated to replace the HTML and ASCII filing formats for Schedules 13D and 13G with an XML-based filing format. For more information, please see the Modernization of Beneficial Ownership Reporting final rule.

July 2024 — the SEC adopted Registration for Index-Linked Annuities and Registered Market Value Adjustment Annuities; Amendments to Form N-4 for Index-Linked Annuities, Registered Market Value Adjustment Annuities, and Variable Annuities; Other Technical Amendments final rule. Under the rule, registered index-linked annuities and registered market value adjustment annuities (collectively referred to as non-variable annuities) are required to register on Form N-4 and pay their fees on Form 24F-2.

The EDGAR Release 24.4 updates will introduce the following changes to facilitate filers’ compliance with the new requirements:

• EDGAR will be modernized to automatically accept initial N-4 submissions from Securities Act of 1933 Act-only filers, and once accepted, EDGAR will assign a new Securities Act of 1933 Act file number (333-) to the submission.
• EDGAR will no longer require registrants with an investment company type of N-4 to have an Investment Company Act of 1940 file number (811-) to make N-VPFS filings. N-VPFS filings made by non-variable annuities will be accepted by EDGAR if the filer has a 1933 Act file number.
• Three new exhibits will be available to Form N-4 filers: EX-99.4p PWR ATTY, EX-99.4q ACCT LTR, and EX-99.4r HISTORIC.
• EDGAR will be modified to accept the 2024Q4 version of the Variable Insurance Products (VIP) XBRL taxonomy, which features broadened transparency requirements on Form N-4 for non-variable annuities.
• The Form 24F-2 online application and XML schema will be updated to include revisions to Form 24F-2 introduced by the rule. Following the date of this EDGAR release, all Form 24F-2 filers must adhere to the modified requirements. Submissions created using earlier versions of the schema will be suspended. Also, online form filers will be unable to restore a Form 24F-2 created and saved prior to the release date and will be prompted to create a new filing.
• Descriptive text throughout the EDGAR Filer Manual will be updated to clarify that certain submission types and EDGAR functionality previously only used by investment companies will now also apply to non-variable annuities.
• The updates to the EDGAR Filer Manual Volume II will remove screenshots from Chapters 5 and 7 that duplicate instructions provided in the text.
• The title of Chapter 3 of the EDGAR Filer Manual Volume II will be clarified to include reference to submission types, and the new title will be “Index to Forms and Submission Types”.

Should the SEC approve the final version of the EDGAR Filer Manual, it will be made available on the SEC’s website on or by December 16, 2024. The posting of the draft EDGAR Filer Manual does not indicate SEC approval of any proposed changes relating to the EDGAR system as reflected in the draft. “Non-rule”-based updates to the draft Volume II of the EDGAR Filer Manual will go into effect on December 16, 2024. For rule-based changes, please refer to the effective dates of the related final rule on sec.gov.

The upcoming release of the GoFiler Suite will include support for the final changes. Form SHO and the XML versions of Schedule 13D/G are already available in the software. Check back with our blog or contact support for more information.

Sources:

EDGAR Release 24.4 (sec.gov)