Sep. 03, 2020
Ms. Vanessa A. Countryman Secretary U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: File No. S7-08-20 Reporting Threshold for Institutional Investment Managers, Securities Exchange Act Release No. 34-89290 (July 10, 2020) Dear Ms. Countryman: Curtiss-Wright Corporation (“Curtiss-Wright”) appreciates the opportunity to submit comments to the Securities and Exchange Commission (the “Commission”) regarding the proposal to amend the rules governing Form 13F and update the reporting threshold for institutional investment managers to $3.5 billion in assets under management. While we support the Commission’s efforts to modernize 13F reporting and reduce the burden on smaller institutional managers, we are writing to express our concerns about the repercussions of this proposal and respectfully request that the Commission considering lowering the proposed filing threshold for institutional investment managers. Specifically, our concerns are as follows: 1) We believe that the implementation of this proposal to raise the threshold for filing the form 13F to $3.5 billion from $100 million will ultimately provide less transparency to corporate issuers such as Curtiss-Wright. Institutional managers that would no longer be subject to the current rules would include 175 holders or nearly 12% of Curtiss-Wright’s shares outstanding as of March 31, 2020. 2) We believe the information provided in the Commission’s proposal will provide much less visibility into potential actions being taken by activist investors, most of which would now be protected from filing their institutional holdings. 3) We believe that having less reporting data available on our shareholders’ equity positions will be detrimental to our communication efforts (potential for reduced investor engagement driven by fewer form 13F filings available) and our ability to track quarterly shareholder activity. Today, 13F filings are the only accurate means of tracking institutional holdings. As the Commission states within the proposal, “We recognize that raising the Form 13F reporting threshold would decrease holdings data available to the Commission and other regulators as well as corporate issuers, market participants, and other analysts and researchers pursuant to section 13(f).” We ask you to please consider the concerns of Curtiss-Wright Corporation, along with other corporate issuers, the New York Stock Exchange (NYSE), National Investor Relations Institute (NIRI), and others voicing similar concerns about the detrimental effects of raising the threshold to the proposed $3.5 billion level. Further, we ask that the Commission consider the suggestions previously set forth by corporate issuers and the aforementioned organizations to leverage technological advancements to 1) reduce the 45-day delay in making these quarterly 13F filings, 2) require 13F filers to disclose short positions, and 3) support legislation to provide for monthly disclosure, in an effort to modernize 13F reporting. Sincerely, David C. Adams Chairman and Chief Executive Officer