Jun. 27, 2023
June 27th, 2023 By Email Vanessa A. Countryman Secretary U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 205499–1090 rule-comments@sec.gov Re: S7-06-22 Modernization of Beneficial Ownership Reporting Dear Secretary Countryman, I am a household investor who is greatly concerned about the transparent and fair functioning of our financial markets. I am writing with regards to the SEC's proposed adoption of the S7-06-22 Modernization of Beneficial Ownership Reporting proposal. I seek to clarify my stance on the proposal and the existing functioning of our financial markets: The SEC does not have the authority to transfer voting rights or investment powers to a swap instrument, and a cash-settled equity swap only involves economic exposure to an equity security. The only mechanism for obtaining these rights and powers in a security is for an investor to purchase the security directly. Under no circumstance should any entity have voting rights in a security, unless they hold in their possession the security in question; potential ownership, e.g., via a swap instrument, is not ownership. Respectfully submitted, Mr. Peterson