The SEC is proposed new Exchange Act rule 10B-1 to require any person with a security- based swap position that exceeds a certain threshold to promptly file with the SEC a schedule disclosing certain information related to its position.
Proposed new Rule 10B-1 would require any person, or group of persons, who owns a security-based swap position that exceeds the threshold amount set by the rule to promptly file with the SEC a statement containing the information required by Schedule 10B on the SEC’s EDGAR filing system. The filings will be publicly available.
With respect to the notional amount, a person would be required to file a Schedule 10B once a Security-Based Swap Position based on equity meets or exceeds $300 million, calculated on a gross basis (i.e., including both long and short positions).
Proposed Rule 10B-1(b)(1)(iii)(A) would provide that once a Security-Based Swap Position exceeds a gross notional amount of $150 million, the calculation of the Security-Based Swap Position shall also include the value of all of the underlying equity securities owned by the holder of the Security-Based Swap Position (based on the most recent closing price of shares), as well as the delta-adjusted notional amount of any options, security futures, or any other derivative instruments based on the same class of equity securities.
A person would be required to file a Schedule 10B once the “Security-Based Swap Equivalent Position” represents more than 5% of a class of equity securities.
The full rule is available at https://www.sec.gov/rules/proposed/2021/34-93784.pdf