As defined in Rule 203(c)(6) of Regulation SHO, a “threshold security” is any equity security of any issuer that is registered under Section 12 of the Exchange Act, or that is required to file reports under Section 15(d) of the Exchange Act (commonly referred to as reporting securities), where, for five consecutive settlement days:
•There are aggregate fails to deliver at a registered clearing agency of 10,000 shares or more per security;
•The level of fails is equal to at least one-half of one percent of the issuer’s total shares outstanding; and
•The security is included on a list published by a self-regulatory organization (SRO).
A security ceases to be a threshold security if it does not exceed the specified level of fails for five consecutive settlement days.
read below. This is the law, hedge funds typically ignore the law:
Reg. SHO Short Sale Bid Test
Effective November 10, 2010, an amendment to SEC Reg. SHO goes into effect which will place certain restrictions on short selling when a given stock is experiencing significant downward price pressure. This amendment, referred to as the alternative uptick rule (Rule 201) introduces a circuit breaker which takes effect wherever the primary listing market declares that a stock has declined 10% or more from the prior day’s closing price.
Once the circuit breaker has been triggered, a Price Restriction is imposed which prohibits the display or execution of a short sale transaction if the order price is at or below the current national best bid. As a result, short sellers will not be allowed to act as liquidity takers when the Price Restriction applies and can only participate as liquidity providers adding depth to the market. Individuals owning and attempting to sell a security subject to a Price Restriction (i.e., long sellers) are afforded a priority over short sellers in that while they are similarly prohibited from displaying or executing a sale transaction at a price below the current national best bid, they may display or execute orders at the bid. Accordingly, long sellers are allowed to act as liquidity takers.
The Price Restriction will apply to all short sale orders in that security for the remainder of the day as well as the following trading day. Note that while the Price Restriction can only be triggered during regular trading hours, the restriction itself extends beyond regular trading hours on both the first and second days. In addition, there is no limit on the number of consecutive days in which a primary listing market can trigger a Price Restriction. If a stock currently subject to a Price Restriction again declines 10% or more from the prior day’s closing price, the restriction will be re-triggered for the remainder of that day as well as the following trading day.
Rule 201 applies to all National Market System (NMS) securities; that is, stocks listed on a U.S. stock exchange whether traded on an exchange or in the over-the-counter market. It does not apply to stocks which are traded only on the OTCBB and/or PINK nor stocks of U.S. companies which are executed on a non-U.S. exchange.