Subject: File No. S7-07-12
From: anonymous anonymous
Affiliation: Investment Banker

September 20, 2012

Before opening the private investment world to more individuals, has the SEC considered the difficult enviroment is has created for shareholders to deposit shares of the microcap companies (who will undoubtly be the beneficiaries of this proposal) into DTC for sale? Do individuals realize that because the regulators have determined that the broker dealer community is now being held responsible for any unregistered, non-exempt shares being entered into the marketplace, that is is now nearly impossible, and extremely expensive for a shareholder of microcap companies to deposit their shares for sale? Why would anyone in their right mind invest in a private placement of a small company when they can not deposit, and eventually sell, their shares to recoup, and hopefully profit from their investment? This is the issue that the SEC needs to address, as it is the real reason behind the lack of capital investment in growth compaies.