Jun. 27, 2023
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. 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? I am AGAINST the proposed amendment to Rule 13d-3(e) for determining the number of equity securities that a holder of a cash-settled derivative security will be deemed to beneficially own. As noted, "for purposes of determining the number of equity securities that a holder of a cash-settled derivative security will be deemed to beneficially own, only long positions in derivative securities should be counted" which explicitly excludes short positions I am AGAINST the proposed amendment to Rule 13d-3 for deeming holders of certain cash-settled derivative securities to be the beneficial owners. I am sympathetic to the issues raised in the proposed rule where the use of cash-settled derivatives may significantly influence control and/or beneficial ownership Thank you for your attention and consideration of retail investor comments.