April 11, 2022

Vanessa A. Countryman
Secretary
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-1090

Re: File No. S7-06-22; Modernization of Beneficial Ownership Reporting (the “Proposal”)

Dear Ms. Countryman:

The Asset Management Group of the Securities Industry and Financial Markets Association (“SIFMA AMG”)2 appreciates the opportunity to provide comments to the Securities and Exchange Commission (the “Commission” or “SEC”) on the above-referenced Proposal to:

• accelerate the filing deadline for Schedule 13D beneficial ownership reports from 10 days to five days and require that amendments be filed within one business day after a material change, and also generally accelerate the filing deadlines for Schedule 13G beneficial ownership reports;
• expand the application of Regulation 13D-G to cash-settled derivative securities (other than security-based swaps, which are subject to a parallel proposal) if held with a control intent by deemed holders of such derivative securities as beneficial owners of the underlying reference equity securities;
• add specification as to the circumstances under which two or more persons have formed a “group” that would be subject to beneficial ownership reporting obligations and provide new exemptions to permit such persons to communicate and consult with each other, jointly engage issuers, and execute certain cash-settled derivative transactions without being subject to regulation as a group; and
• directly impact the 10% calculation of beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Proposal makes a number of changes to a regulation that has functioned very well to implement the relevant statutory provisions of Section 13 of the Exchange Act. In our view, what has been billed as a “modernization” of existing rules is actually a dramatic expansion of scope and obligations – many of which seem unrelated to a data-driven identification of problems requiring attention. While the changes may be characterized as intended to address abuse, the anti-evasion rules already present in Regulation 13D-G have

1 Modernization of Beneficial Ownership, 87 Fed. Reg. 13846.

2 SIFMA AMG brings the asset management community together to provide views on U.S. and global policy and to create industry best practices. SIFMA AMG’s members represent U.S. and global asset management firms whose combined assets under management exceed $45 trillion. The clients of SIFMA AMG member firms include, among others, tens of millions of individual investors, registered investment companies, endowments, public and private pension funds, UCITS and private funds such as hedge funds and private equity funds.