Jun. 26, 2023
Thank you for extending the opportunity to comment on S7-06-22 entitled "Modernization of Beneficial Ownership Reporting" as a retail investor. Please note that all quotes within are taken from the proposed rule unless otherwise noted. First, as a preliminary matter, public interest in this rule proposal has recently increased and it could be both helpful and beneficial to facilitate increased public review on this lengthy rule proposal with another comment period extension. Retail investors are not always as familiar or well-versed with the nuances of these rule proposals as commenters from the financial industry who have both the means and the interest in guiding rule proposals for their interests, sometimes at the expense of other market participants (including retail investors). Retail investors, such as myself, would appreciate another extension to the comment period. Second, I support proposed amendments to revise filing deadlines as technological improvements have increased the speed information is disseminated where shorter deadlines improve disclosures, reduce delays, and narrow information asymmetries that may harm investors. The public and all market participants deserve adequate and timely disclosures of material information, including accumulation of and significant equity ownership. Third, I am AGAINST the proposed amendments to Rule 13d-3 regulating the use of cash-settled derivative securities; especially the proposal to add new paragraph (e) to Rule 13d-3. As noted in the background, "holding derivatives that, by their terms, entitle the holder to nothing more than economic exposure to a covered class historically has not been considered sufficient to constitute beneficial ownership". This rule proposal exists because, under certain circumstances, "holders of such derivative securities may have both the incentive and ability to influence or control the issuer of the reference securities" so "the proposed amendment would “deem” holders of such derivative securities to beneficially own the reference securities just as if they held such securities directly". But is it wise for the SEC to adopt a rule proposal that would allow the tail to wag the dog? sincerely, a retail investor. Sent from Outlook