Subject: File No. S7-06-13
From: Joshua Williams

August 19, 2013

As a 3-time entrepreneur, having sold one of my companies to Facebook, I was naturally excited to learn about the SEC's proposed change to its funding rules. However, I was disheartened to learn of the arcanely-proposed filing regulations and "1-year penalty box" for startups that run afoul of the restrictions.

These rules and penalty basically make the whole proposed changed a moot point for me as a founder. I will in no way dip my toes into the market for public fundraising if there is a chance that an unintentional regulatory filing slip puts my ability to raise funds on ice for a year. It's not worth the risk, and I will stick to the private markets.

Please reconsider these restrictions before enacting this law. If you do not, the best and brightest founders are likely to stick to the sidelines rendering this potentially positive change DOA.

Josh Williams
Former Head of Product for Pages, Location and Events at Facebook
CEO of a new, unnamed company