March 22, 2021

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

Re: File No. S7-24-20; Rule 144 Holding Period and Form 144 Filings

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 respectfully submits this letter to the U.S. Securities and Exchange Commission (“SEC” or “Commission”) to comment on the above-referenced proposal (“Proposal”) that would, among other things, mandate electronic filing of Form 144 with respect to securities issued by issuers subject to reporting requirements under the Securities Exchange Act of 1934 (“Exchange Act”), amend the filing deadline for Form 144 to coincide with the filing deadline for Form 4, and streamline the filing process in cases where both Form 4 and Form 144 are required to report the same transaction.2 SIFMA is fully supportive of the Commission’s goal in the Proposal to move away from paper Form 144 filings to electronic filings. However, because broker-dealers file the majority of Form 144s, the Commission’s proposed approach to make separate Form 144 filings through the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) each time one is required presents significant logistical challenges for them.3 We therefore offer below an alternative approach that would be in addition to the one included in the Proposal and would still employ EDGAR but in a more scalable manner for broker-dealers that frequently need to file multiple forms on behalf of clients at the same time. We further recommend that the Commission not adopt the proposed update to the Form 144 instructions to include completed sales for the reason discussed below. Finally, we believe that regardless of the final Form 144 filing approach the Commission adopts, Form 144 filers should be given more than six-months to transition to the new filing approach.