Subject: Objection to File Number S7-08-20
From: Jack Maurer, Vice President, Public Affairs and Investor Relati
Affiliation: Ingevity Corporation

Aug. 14, 2020

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On behalf of Ingevity Corporation (NYSE:NGVT), I am writing to express our opposition to the U.S. Securities and Exchange Commission’s (SEC) recently proposed rules governing Form 13F that will raise the reporting threshold for 13F filings for investment managers from $100 million in equity assets under management to $3.5 billion. 

We believe that the SEC needs to take action to increase transparency and timeliness. Yet, the proposed rule flies in the face of the transparency and engagement demanded by investors, asset managers and companies and is completely contradictory to the aim of the 13(f) and 13(d) rules. 

Contrary to both the original intent of Rule 13(f) and the current market use of 13(f) information, adoption of the SEC’s current proposal would impede companies and their shareholders from promptly identifying the company’s institutional investors, hinder shareholder/public company engagement, and increase the potential for market abuse by sophisticated investors who wish to accumulate shares on a stealth basis. In fact, by increasing the threshold to $3.5 billion, the number of reporting filers would be reduced by 90%. This would enable activist investors to “go dark” and make it significantly more difficult for issuers. In addition, we believe that given advances in technology, that the reporting timeline should be shorter not longer as proposed. 

The SEC should not have allowed common-sense improvement of the 13(f) and 13(d) regimes to languish unaddressed for nearly a decade. However, nor should it gut the reporting system by rendering it inapplicable to all but the largest reporting investors, reducing market transparency and burdening shareholder engagement. 


Jack Maurer 
Vice President, Public Affairs and Investor Relations 
Ingevity Corporation