From: bob@suttersf.com
Sent: Monday, July 08, 2002 5:05 PM
To: rule-comments@sec.gov
Subject: S7-09-02


My comments, although related to S7-09-02, are specifically directed at executive officer and
director sales of company securities whereby these securities have been acquired under a company
option plan. 

Proposed rule changes such as S7-09-02 are, in my opinion, minor improvements and do not address
the serious need of protecting the public shareholders. 

I would urge the Commission to consider a dramatic rule change that would require all insider
sales to be made only pursuant to a registration statement filed and reviewed with the SEC.
(Exceptions can certainly be made for diminimus transactions and for shares acquired in the open
market.) 

Clearly this is a significant departure from any existing requirements but I believe it would
serve the public's needs.  Why should the rules for an insider "raising money" from the sale of
his/her shares be any different than the rules for a company raising money through the sale of
securities? The filing of a registration statement would have a number of obvious benefits:

1.    The issuers (the selling shareholders) and the company would have the obligation to provide
full disclosure of all material events. 

2.    The "experts" (accountants and lawyers) would have to provide their opinions that the
disclosure is adequate. 

3.    The public would be given significant advance notice (at least 30 days) of the "sale"
decision by one or more executive officers or directors. 

Sincerely, 

Robert A. Muh
415-288-2380 

(For identification purposes only, I am the CEO or Sutter Securities, Inc. a San Francisco based
broker-dealer.  I am also a member of the District 1 Committee of the NASD and I have been a
member of the board of directors of numerous public companies.)