December 7, 2022

Via E-Mail to [email protected]
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090
Attn: Vanessa A. Countryman, Secretary

Re: File Number SR-FINRA-2022-024
SEC Order Instituting Proceedings Under Section 19(b)(2)(B) of the Exchange Act (the “Order”) to Determine Whether to Disapprove FINRA’s Proposed Changes to its Expungement Rules, as Modified by Amendment No. 1

Dear Ms. Countryman:

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the Order2 to determine whether to disapprove FINRA’s proposed changes to its expungement rules,3 as modified by Amendment No. 14 (collectively, the “Proposal”). The Order requests comment on whether the Proposal is consistent with the Exchange Act and the rules thereunder. As discussed below, SIFMA finds that the Proposal is not in fact consistent with the requirements of the Exchange Act and the rules thereunder and thus, should be either disapproved, or appropriately amended, by the Commission.5

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate on legislation, regulation and business policy, affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. 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 87 FR 68779 (Nov. 16, 2022), https://www.govinfo.gov/content/pkg/FR-2022-11-16/pdf/2022-24959.pdf.

3 87 FR 50170 (Aug. 15, 2022), https://www.govinfo.gov/content/pkg/FR-2022-08-15/pdf/2022-17430.pdf.

4 FINRA Response to Comments and Amendment No. 1 (Nov. 10, 2022), https://www.sec.gov/comments/sr-finra-2022- 024/srfinra2022024-20150592-319706.pdf (“FINRA’s Response to Comments”).

5 We hereby incorporate by reference our prior comment on the Proposal. SIFMA Comment (File No. SR-FINRA-2022- 024) (Sep. 2, 2022), https://www.sec.gov/comments/sr-finra-2022 024/srfinra2022024-20138245-308330.pdf (“SIFMA’s Comment”).