May. 06, 2022
May 6, 2022 Re: File No. SR-NYSEArca-2021-90 Rel. No. 34-93504 Notice of Filing of Proposed Rule Change to List and Trade Shares of Grayscale Bitcoin Trust (BTC) under NYSE Arca Rule 8.201-E (11/02/2021) Ms. Vanessa Countryman, Secretary Securities and Exchange Commission 100 F Street NE Washington, DC 20549-0609 Dear Ms. Countryman: The SEC should permit GBTC to convert its Grayscale Bitcoin Trust ETF (BTC) to a Spot Bitcoin ETF. Many individual investors, like myself, would prefer to invest in a spot bitcoin ETF, rather than an ETF that can only invest in Bitcoin Futures. I only invested in the current BTC fund because there was no spot ETF alternative. Bitcoin has been around long enough for even minimally informed investors to know the risks that are involved. There is no legitimate reason for the SEC to limit any investor's ability to invest in a spot bitcoin ETF. Investors should have a choice as to which type of ETF meets their needs. A spot bitcoin ETF would permit the price of the fund to track more closely to the NAV, rather than at a discount as it currently does. As stated in letter to the SEC on this issue from Grayscale's attorneys at Davis Polk, permitting investments in Futures ETFs, but not spot-based ETFs would be “arbitrary and capricious.” Sincerely, Roger D. Vari