January 4, 2022

Vanessa Countryman
Secretary
Securities and Exchange Commission
100 F Street NE., Washington, DC 20549

Re: File No. S7-20-21; Rule 10b5-1 and Insider Trading

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) extend the comment period for the above-referenced proposal (the “Proposal”) from the current 45-day period to a 90-day period from the date of publication in the Federal Register to provide the industry and the public with a more appropriate time period in which to evaluate and comment on the Proposal.2 Given the significant implications of the Proposal for a broad range of market participants and the number of Commission rule proposals currently in the comment process, the current 45-day period is not sufficient time for the Commission to solicit meaningful feedback on the Proposal. Thus, under these circumstances, the length of the comment period is inconsistent with the spirit of the Administrative Procedure Act, which requires that agencies provide the public with adequate notice of a proposed rule followed by a meaningful opportunity to comment on the proposed rule’s content. SIFMA is eager to work with the Commission and its staff in support of avoiding abusive practices associated with Rule 10b5-1 trading arrangements and enhancing disclosure requirements relating to trading arrangements and grants of equity securities, but additional time is needed to analyze and consider the impact of the new rules proposed by the Commission. SIFMA believes that providing an appropriate comment period of 90 days will not significantly slow the Commission’s efforts in this area and will result in a better rule.

1 The Securities Industry and Financial Markets Association brings together the shared interests of hundreds of securities firms, banks and asset managers. SIFMA’s mission is to support a strong financial industry, investor opportunity, capital formation, job creation and economic growth, while building trust and confidence in the financial markets. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org.

2 See Release No. 33-11013; 34-93782 (December 15, 2021), — FR — (–).