The staff has found certain technical and formatting errors in some Form SH filings. Such errors relate to the use of XML Information Tables, and must be corrected. The errors reduce the amount of Form SH data about institutional investment managers' short selling activity that the staff is able to analyze. The failure to correct such errors may cause future Form SH submissions to be rejected by EDGAR. This notice explains how to identify and correct XML filing errors.
During 2008, the Commission took emergency action under section 12(k) of the Securities Exchange Act of 1934 based on the substantial threat of sudden and excessive fluctuations of securities prices and disruption in the functioning of the securities markets that could threaten fair and orderly markets. Among other things, the Commission adopted a requirement that certain institutional investment managers file information about their short sales and short positions on EDGAR Form Type SH-ER. See, e.g., Disclosure of Short Sales and Short Positions by Institutional Investment Managers, Exchange Act Release No. 58785 (Oct. 15, 2008) (discussing the Form SH emergency orders and the purpose of interim final temporary rule 10a-3T under the Exchange Act).
The Commission upgraded EDGAR on October 27, 2008 (EDGAR Release 9.13.d.1), to support the use of XML functionality in connection with Form SH. The Commission published technical requirements for the filing of Form SH on EDGAR, including XML specifications for the information table. To assist filers with filing the required short sale and short position information, the Commission adopted Special Instructions for the filing of Temporary Form SH on EDGAR and the EDGAR Submission Type SH-ER Information Table XML Technical Specification (details the valid structure and content of the Submission Type SH-ER XML Information Table) and provided a fillable PDF Submission Type SH-ER Information Table form (can be used by those filers that are not familiar with XML to create an XML version of completed form). You can find these specifications at http://www.sec.gov/info/edgar/ednews/formshsubmission.htm. For questions about the specifications, please call Filer Technical Support, at 202-551-8900, extension 3.
Whether a Form SH filer creates its own XML Information Table or uses the fillable PDF format, the filing must conform to the EDGAR Submission Type SH-ER Information Table XML Technical Specification. The fillable PDF form will automatically construct a document that conforms to the specification. However if a Form SH filer constructs its own XML document or uses a third party product to construct the document, it must make sure that the document conforms to the Technical Specification. The Technical Specification outlines the schema to be used in constructing the submission. The schema is comprised of a number of XML Schema Definition (.xsd) files. Before submitting an SH-ER filing, the filer should determine whether the filing meets the Technical Specification. For example, a third party XML validator can compare the document to the specifications in the schema. There are many third party Commercial Off the Shelf products that provide this validation.
Using an XML validator, common errors can be identified in Form SH-ER filings. Here are some examples of such errors that cause EDGAR filings on Form SH to fail validation: