May. 16, 2022
File No. SR-NYSEArca-2021-90 Ref. 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 Ms Vanessa Countryman Secretary Securities and Exchange3 Commission 100 F Street NE Washington DC 20549-0609 Dear Ms Countryman Today I write as a shareholder who is in favor of approving the Form 19b-4 that NYSe Arca filed with you to convert Grayscale Bitcoin Trust (OTCQX: GBTC) into a Bitcoin Spot ETF. During 2021, you approved several Bitcoin-related ETF based on futures rather than physical holdings. As an investor, I prefer physical holdings rather than derivatives. However, GBTC is currently trading at a significant discount to its NAV. Conversion to an ETF would alleviate this NAV discount (and prevent premia) allowing for a large aspect of volatility to be removed from this asset. I recognize that the asset is itself inherently volatile, but the discount/premium fluctuations introduce an unnecessary volatility. I also note that prior to the SEC approval of futures-based Bitcoin-related ETFs, GBTC traded at a premium to NAV. Finally I note that Canada has approved ETF that allow physical Bitcoin holdings. However, converting to such an ETF – outside your domain, which I believe will potentially hurt its liquidity – requires locking in the discount which has grown while waiting for your decision on this file. The inconsistency between furtures-based and physical-holdings-based ETFs creates an uneven playing field for Bitcoin ETFs without a reasonable basis for different treatment. The SEC should approve GBTC for conversion to an ETF and allow investors a choice over which product best meets their investment needs. To do otherwise would go against the SEC’s core mission of protecting investors. Thank you for your time and consideration, Sincerely, Brad Rowse