Rule 105 of Regulation M under the Securities Exchange Act of 1934 prohibits a short seller of an issuer’s equity securities from purchasing, within a specified restricted period, shares in a public offering of the same securities by the issuer. It is designed to prevent short sellers from driving down the price of a security prior to the pricing of the anticipated public offering. In many recent settled enforcement actions involving alleged violations of Rule 105, the SEC has required the respondent to disgorge profits associated with the subject short sale. However, in the latest settlement under Rule 105, the SEC did not seek disgorgement from a private fund adviser. This article examines the settled enforcement order (Order) against the adviser, with commentary on the implications of the Order for SEC enforcement from Andrew B. Dean, partner at Weil, Gotshal & Manges LLP and former Co-Chief of the Asset Management Unit of the SEC Division of Enforcement. See “SEC Short Sale Settlements Reflect Strict Enforcement of Rule 105” (Aug. 3, 2023).