As a US registered broker-dealer, Interactive Brokers LLC (“IBKR”) is subject to Regulation SHO, a collection of US Securities & Exchange Commission rules relating to short-selling of equity securities. Rule 204 of Regulation SHO places certain requirements on clearing brokers in the event that they fail to deliver securities on settlement date in connection with a sale of those securities. This can happen for a variety of commonplace operational reasons, and does not indicate a problem at the clearing broker. In certain circumstances, Rule 204 may require a clearing broker to not permit shorting a security for a certain period of time (unless sufficient shares of that security are pre-borrowed to cover the order marked as a short sale).

Rule 204(a) requires that a clearing broker, if it fails to deliver on a sale trade on the settlement date, must closeout its fail by buying or borrowing the relevant security a specified number of trading days later (depending on whether the sale was long or short), prior to the opening of the regular trading session on that day.

Rule 204(b) provides that if the clearing broker does not closeout its fail in accordance with Rule 204(a), the broker may not accept short sale orders from its customers in the relevant stock (the stock in which the unclosed-out fail has occurred), or place such orders for its own account, unless it has first borrowed the shares of the relevant stock to cover the new short sale order. This is colloquially known in the securities industry as being in the “penalty box” for the relevant security. This restriction exists until the clearing broker has purchased shares in the amount of the unclosed-out fail, and that purchase has settled.

Any broker that executes trades through that clearing broker, and clears and settles those trades through that clearing broker, is subject to the same Rule 204(b) restriction, as is any broker that executes away from that clearing broker, but intends to clear and settle those trades through the clearing broker.

Rule 204(c) requires clearing brokers to notify brokers from whom they receive trades for clearance and settlement of when they become subject to a short-sale restriction under Rule 204(b), and when that restriction ends. This is so that the notified brokers can avoid executing trades away from the clearing broker that are not permitted under the clearing broker’s short-sale restriction. If you have received a notice from IBKR regarding Rule 204(c), it generally means that IBKR's books and records show that you are an introducing broker or dealer that clears and settles trades through IBKR, and that also has the capability (or your client has such capability) of executing trades at away brokers or dealers for settlement through IBKR. You should not execute any short-sale order at an away broker-dealer in a security which we have notified you is shortsale restricted, unless you have first arranged to pre-borrow sufficient shares of that security through IBKR. For more information on pre-borrowing, please click here or contact us.

The above is a general description of Rule 204 of Regulation SHO, to aid our broker-dealer clients in understanding IBKR's obligations and why certain stocks may become unshortable at certain times irrespective of their availability to be borrowed. It is not legal advice and should not be used as such.

Introduction
While account holders are always at risk of having a short security position closed out if IB is unable to borrow shares at settlement of the initial trade or bought in if the trade settles and the shares are recalled by the lender thereafter, certain securities have characteristics which may increase the likelihood of these events occurring. Two examples are leveraged Exchange Traded Funds (ETF) and Exchange Traded Notes (ETN), where the supply of shares available to borrow can be influenced by a number of factors not found with shares of common stock. An overview of these securities and these factors is provided below.


Overview
As background, an ETF is a security organized as a pooled investment vehicle that can offer diversified exposure or track a particular index by investing in stocks, bonds, commodities, currencies, options or a blend of assets. An ETF is similar to a mutual fund in that each share of an ETF represents an undivided interest in the underlying assets of the fund. However, unlike a mutual fund in which orders are only processed at a price determined at the end of the day, ETF shares are repriced and trade throughout the day on an exchange. To balance the supply and demand of shares and ensure that secondary market prices approximate the market value of the underlying assets, ETF issuers allow Authorized Participants (typically large broker-dealers) to create and redeem ETF shares in large blocks, typically 50,000 to 100,000 shares. While many ETFs invest solely in securities, others use debt or derivatives to track and/or magnify exposure to an index. The ProShares Ultra VIX Short-Term Futures ETF ( symbol: UVXY) is one example of a widely traded leveraged ETF.

ETNs are also securities that are repriced and trade throughout the day on an exchange and are designed to provide investors with a return that corresponds to an index. Unlike ETFs, however, ETNs are unsecured debt instruments and do not represent an interest in an underlying pool of assets. They do not pay interest like traditional debit instruments, but rather a promise to pay a specific return that typically corresponds to an index or benchmark. The Barclays iPath® S&P 500 VIX Short-Term Futures™ ETN (symbol: VXX) is one example of a widely traded ETN.

The supply of shares available to borrow in order to initiate or maintain a short sale position may be less stable for certain leveraged ETFs and ETNs, including UVXY and VXX, due to the following factors:

- Limited Authorized Participants: The number of Authorized Participants willing to issue ETFs, particularly those that invest in derivatives (e.g., futures contracts, swap agreements and forward contracts) rather than securities and seek performance equal to a multiple (i.e., 2x) or an inverse multiple (i.e., -2x) of a benchmark may be limited. Moreover, Authorized Participants have no legal obligation to create shares and may elect not to do so to minimize their exposure as a dealer. 

- No Authorized Participants: As ETN shares represent credit instruments, the supply of such shares is determined solely by the issuing financial institution and Authorized Participants are not involved with the creation or redemption of shares. The ETN issuer typically reserves the right to limit, restrict or stop selling additional shares at any time.

- Limited Holding Period: Certain leveraged ETFs and ETNs seek to match the performance of a benchmark index for a single day rather than an extended period. They are principally used by institutional investors and other traders looking to obtain short-term exposure to an asset class, hedge other investments in a portfolio or invest as a way to gain interim exposure to a particular market while gradually investing directly in that market. These factors can result in a higher rate of turnover and less stability of share inventory available to lend for short sales. 

- Margin Considerations: Shares made available for lending to short sellers often originate from brokers who maintain a lien on the shares as they’ve financed the purchase of the shares on behalf of clients via margin loans. Clients purchasing shares using borrowed funds are subject to regulatory margin requirements, compliance to which depends in part upon the value of the shares supporting the loan. As certain leveraged  ETFs/ETNs are designed to provide returns in multiples of their benchmark, the inherent volatility of these products may diminish clients’ ability to maintain the position and, in turn, the broker’s ability to lend the shares.

 

Overview

• Hong Kong regulations now require beneficial owners of shares in selected HK listed stocks to report each week short positions that exceed the threshold of HKD 30 million or 0.02% of market capitalization on the constituent stocks of the Hang Seng Index, the Hang Seng China Enterprises Index and other financial companies specified by the SFC. A list of affected of stocks can be found here:

http://www.sfc.hk/sfc/html/EN/research/short-position-reporting/specified-shares.html 

• Investors with applicable positions should register directly with the SFC. Registration and guidance on the registration process can be found here.
• Reporting is expected on a weekly basis, but the second business day of the following week.
• Links for the registering and reporting can be found here:

https://portal.sfc.hk/dsp/gateway/welcome?locale=en

Guidelines, Instructions and FAQ's:

SFC announcement with links to legislation

Short position forms, guidelines, reference material and list of specified shares

Link to subscribe to SFC alert service (choose Short Position Reporting Related Matters)

Legislation and Rules

For further details, please refer to the SFC website: www.sfc.hk and/or contact them via email with specific questions at shortpositions@sfc.hk

Interactive Brokers currently offers the ability to short sell stocks before taking delivery on an intra-day basis. In accordance with IB’s intra-day shorting rules, traders are required to deliver shares sold or close short stock positions prior to the end of the trading session. 

Should traders establish a short stock position intra-day and still hold the position ten minutes prior to the end of the trading session at 15:20 IST, Interactive Brokers may, on a best efforts basis, close the position on your behalf. If the position is not closed by the end of the day and the shares are not delivered by the customer before settlement, the loss on account of auction will be borne by the customer. Please note that prices in the auction market are highly variable and typically not favorable compared to the normal market.

It is important to note, IB will not take into consideration any closing orders for short stock positions placed by the customer which may still be working. If your account holds a short position ten minutes prior to the end of the trading session and you have placed working orders to close those positions, there is the possibility your closing order will execute and that IB will act to close out your short position.  In this situation you will be responsible for both executions and will need to manage your long position accordingly.

A fee of INR 2,000 will be charged for this manual processing in addition to any external penalties in the case of short stock positions resulting in auction trades.  As such, we strongly urge customers to monitor their positions and take appropriate action themselves in order to avoid this.