In the Division's view, in general, until such time as the manager begins buying or selling securities, it would be difficult to demonstrate harm to the manager because, without publicly reported changes in manager's holdings, the public would be unable to determine whether the manager intended to buy additional shares, sell shares, or continue to hold the existing position.
A CT Application should therefore provide information that is sufficient to demonstrate that the program continues through the date of the filing. As an example, the manager might indicate in its CT Application whether any purchases or sales of the security took place between the end of the quarter and the time of the filing. In meeting this requirement, a CT Application must include information demonstrating how the purchases or sales of particular securities that took place during the quarter relate to the manager's overall investment strategy for the securities, and how the public would be able to discern the manager's strategy based on public disclosure of those purchases or sales.
In meeting this requirement, a CT Application should analyze how the disclosure of the information would affect the underlying securities holdings. An investment manager should discuss whether its ability to acquire or liquidate a securities position, in the context of the market for those securities, is likely to be impaired if its investment strategy were made known to the public.
It may be difficult, for example, for an investment manager to justify the need for confidential treatment when disposing of a small position in a widely held company, because it would typically be unlikely that the public's awareness of that investment manager's strategy would materially affect the price of those securities. General Instruction D. CT Applications should affirmatively state that information regarding the investment program is not publicly available. Information regarding the investment manager's strategy that is already publicly available cannot satisfy the requirements for confidential treatment because additional disclosure of that information would not result in harm to the manager.
If, for example, an applicant requesting confidential treatment for an ongoing program of acquisition or disposition has indicated publicly that it is or may be acquiring or disposing of the security for which confidential treatment has been requested, the matter will be deemed not to be confidential and that portion of the confidential treatment request will be denied.
Confidentiality of the CT Application A request for confidential treatment that is granted by the Division under Rule 24b-2 under the Exchange Act will extend to all documentation submitted in connection with the confidential treatment request, including the CT Application itself. Because CT Applications which include a request for confidential treatment for the application itself, and which are granted, obtain at least the same degree of protection as the underlying securities positions, a request for the CT Application made under the FOIA will be denied.
The Division believes that investment managers may need additional time to consider the guidance described in this letter and prepare their CT Applications. Therefore, the following implementation schedule will apply: CT Applications for the quarter ended June 30, should be filed within 45 days after the end of the quarter, as provided in Rule 13f-1 under the Exchange Act, and may, at an investment manager's option, satisfy the standards as discussed in this letter; CT Applications for the quarter ended September 30, and for all subsequent quarters should be filed within 45 days after the end of the relevant quarter, and must satisfy the standards as discussed in this letter; and CT Applications pending with the Division, for which the Division neither has granted nor denied confidential treatment, and CT Applications for the quarter ended June 30, for which an investment manager opted not to satisfy the standards as discussed in this letter, may be amended until the close of business on September 30, Thereafter, all CT applications pending with the Division will be evaluated based on the guidance provided in this letter.
Investment managers should follow the procedures set out in Rule 24b-2 when filing any amendments. Any questions regarding this letter, or Section 13 f , or the status of any particular application for confidential treatment of Form 13F information, should be directed to the Division's Office of Chief Counsel at The short-term application can also be used when the concealed information is reduced but not for additional redactions.
All short-term requests can be sent to CTExtensions sec. In case of denial, the company will be permitted to withdraw the filing if withdrawal is otherwise applicable such as a voluntary S-1 filing or Exchange Act report by a voluntary filer. The SEC permits companies to redact specific confidential information from identified material agreement exhibits under Item b 10 without filing a CTR, provided that the data is not material and competitively harmful if disclosed.
Rule 83 provides a CTR procedure where no other rule applies and is generally used for supplemental information, examinations, inspections, and investigations. A CTR filed under Rule 83 is applicable for 10 years. For confidential information required in the SEC registration statements or reports, the CTR should be filed under the new procedures for redacting information in material contracts or Rules or 24b The request must be submitted on paper, even if the requester is an electronic filer.
It may be impractical to submit a written request when the record is first given to the staff, such as in the course of a testimony or an examination or inspection.
In that case, the witness or the submitter of the record must inform the staff receiving it that he or she is requesting confidential treatment at the time the record is submitted or as soon afterwards as possible. He or she must then submit a written request within 30 calendar days from the date of the testimony or the submission of the record. Company Filings. This expanded nonpublic review process does not limit the process by which Emerging Growth Companies submit draft registration statements for confidential review.
We will review a draft initial Securities Act registration statement and related revisions on a nonpublic basis provided that the issuer confirms in a cover letter to the nonpublic draft submission that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to any road show or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement. We will review a draft registration statement and related revisions on a nonpublic basis provided that the issuer confirms in a cover letter to the nonpublic draft submission that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to the anticipated effective date of the registration statement for its listing on a national securities exchange.
An issuer submitting a draft registration statement for nonpublic review in these circumstances should confirm in its cover letter that it will publicly file its registration statement and nonpublic draft submission such that it is publicly available on the EDGAR system at least 48 hours prior to any requested effective time and date.
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