Subject: File No. S7-06-13
From: Joseph R Pensinger
Affiliation: Managing Director, Mocho Trading LLC

June 20, 2014

With respect to the new regulation, I am specifically writing to:

1) Request that the Commission withdraw its proposed amendments to Regulation D and Form D.
2) Propose clarification that "friends and family" participation by non-accredited investors in 506 (c) issues is allowed.
3) Propose clarification of the "facts and circumstances" that can be used by issuers to establish that an investor is accredited under 506 (c)

Thank you,
Joseph R. Pensinger