UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
STATION PLACE
100 F STREET, NE
WASHINGTON, DC 20549-2465
Office of FOIA Services

June 20, 2019
Mr. Daniel McGrath
American Oversight
1030 15th St. NW Suite B255
Washington, DC 20005
Re:

Freedom of Information Act (FOIA), 5 U.S.C. § 552
Request No. 18-01541-FOIA

Dear Mr. McGrath:
This letter is in response to your request, dated April 4,
2018, for copies of records dated from December 29, 2017 to the
present “reflecting all communications (including emails, email
attachments, text messages, messages on messaging platforms […]
containing the terms ‘Amazon’ or ‘Bezos’ or ’AWS’”.
In your email to me and Mr. Warren Jackson on May 23, 2018,
you limited the scope of your request to only responsive emails
of political appointees and senior executive service employees
in the offices of Chairman Jay Clayton, Commissioner Peirce and
Commissioner Piwowar.
As discussed in our telephone conversation of September 19,
2018, a search for responsive emails resulted in a total of
8,726 pages for review – the majority of which were email
attachments. To keep your request from being assigned to the
complex track, you eliminated email attachments from the scope
of your request with the understanding that you could submit a
new FOIA for any attachments at a later date.
In our email discussion of March 22, 2019, I informed you
that the majority of emails we located using the key search term
“AWS” for Amazon Web Services, were false hits because the “AWS”
in these emails was a part of the words “Laws”, “Flaws” or
“Alternate Work Schedule (AWS)”. As these emails were not of
interest to you, they were removed from our production.
And finally, as I mentioned to you in our May 14, 2019,
email exchanges, I was made aware that there are additional
political appointees who fall within the amended scope of your
request. However, you asked that we complete our processing of
this request with the information already collected, and that a
new FOIA request could be submitted concerning the additional
political appointees.

VERSIGHT

 Mr. Daniel McGrath
June 20, 2019
Page Two

18-01541-FOIA

The enclosed 40 pages of emails are released with the
exception of third-party and staff names and contact
information, or internal deliberative communications. This
information is withheld under 5 U.S.C. § 552(b)(5), (6) and/or
(7)(C), for the following reasons.
Under Exemption 5, some information was withheld because it
forms an integral part of the pre-decisional process and/or
contains advice given to the Commission or senior staff by the
Commission’s attorneys. Therefore it is protected from release
by the deliberative process and/or attorney-client privileges
embodied in Exemption 5.
Under Exemption 6, the release of these records would
constitute a clearly unwarranted invasion of personal privacy.
Under Exemption 7(C), the release of the information could
reasonably be expected to constitute an unwarranted invasion of
personal privacy.
I am the deciding official with regard to this adverse
determination. You have the right to appeal my decision to the
SEC’s General Counsel under 5 U.S.C. § 552(a)(6), 17 CFR §
200.80(f)(1). The appeal must be received within ninety (90)
calendar days of the date of this adverse decision. Your appeal
must be in writing, clearly marked "Freedom of Information Act
Appeal," and should identify the requested records. The appeal
may include facts and authorities you consider appropriate.
You may file your appeal by completing the online Appeal form
located at https://www.sec.gov/forms/request_appeal, or mail your
appeal to the Office of FOIA Services of the Securities and
Exchange Commission located at Station Place, 100 F Street NE,
Mail Stop 2465, Washington, D.C. 20549, or deliver it to Room 1120
at that address.
If you have any questions, please contact Warren Jackson of
my staff at jacksonw@sec.gov or (202) 551-8312. You may also
contact me at foiapa@sec.gov or (202) 551-7900. You may also
contact the SEC’s FOIA Public Service Center at foiapa@sec.gov
or (202) 551-7900. For more information about the FOIA Public
Service Center and other options available to you please see the
attached addendum.
Sincerely,

Enclosures

VERSIGHT

Jeffery Ovall
FOIA Branch Chief

 ADDENDUM 
For further assistance you can contact a SEC FOIA Public
Liaison by calling (202) 551-7900 or visiting
https://www.sec.gov/oso/help/foia-contact.html.
SEC FOIA Public Liaisons are supervisory staff within the
Office of FOIA Services. They can assist FOIA requesters with
general questions or concerns about the SEC’s FOIA process or
about the processing of their specific request.
In addition, you may also contact the Office of Government
Information Services (OGIS) at the National Archives and Records
Administration to inquire about the FOIA dispute resolution
services it offers. OGIS can be reached at 1-877-684-6448 or via
e-mail at ogis@nara.gov. Information concerning services offered
by OGIS can be found at their website at Archives.gov. Note that
contacting the FOIA Public Liaison or OGIS does not stop the 90day appeal clock and is not a substitute for filing an
administrative appeal.

A v1 11( _,.'\\J

PVERSIGHT

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:
Attachments :

Clayton, Jay
Monday, January 01, 2018 5:34 PM
Memon, Sean
Stebbins, Robert; Moskowitz, Lucas; Wood, Bryan
Draft Op-ed re Crypto and ICOs - Privileged & Confidential
Draft Op -ed 12.29 copy copy copy.docx; ATT0000l.txt

Sean,
b)(5)

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pVERSIGHT

1

SEC-18-0242-A-000001

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:
Attachm e nts:

/\M f l /\I\

pVERSIGHT

Clayton , Jay
Monday , January 01, 2018 5:38 PM
Memon , Sean
Stebbins, Robert; Wood , Bryan; Moskowit z, Lucas
One small change at the bottom of p. 3 in tack changes
Draft Op -ed 12.29 copy copy copy.docx ; ATT0000l.txt

1

SEC-18-0242-A-000002

 Ovall, Jeffery L.
From:

Sent:
To:
Subject:
Attachments:

Clayton, Jay
Monday, January 01, 2018 8:02 PM
Memon, Sean
Draft Op -ed 12.29 copy copy copy.docx
Draft Op-ed 12.29 copy copy copy.docx; ATT0000l.txt

Sean - 'b)(S)
Thanks for all you help on this and Happy New Year.

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000003

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:
Attachments :

Memon, Sean
Thursday, January 04, 2018 7:26 PM
Clayton, Jay
Moskowitz, Lucas
Privileged and Confidential ,__----------------.
(b_)(_S)___________
Draft Op -ed 1.4.18.2.docx; ~l

~

Jay,
(b)(5)

Best,
Sean

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pVERSIGHT

1

SEC-18-0242-A-000004

 Ovall, Jeffery L.
Clayton, Jay
Thursday, February 08, 2018 12:26 PM
Moskowitz, Lucas; Memon, Sean
Fwd: Jason Thomas' Commentary

From:

Sent:
To:
Subject:

FYI.
Sent from my iPhone
Begin forwarded message:
From: Edward Mathias l(b)(G)
l@carlyle.com >
Date: February 8, 2018 at 11:54:04 AM EST
To~(b)(6)
l@sec.gov " l(b)(6)
l@sec.gov>
Subject: FW: Jason Thomas' Commentary

b)(6)

Thought you might find our economist's op-ed from a recent Wall Street Journal of
interest. . This highlights a few of the structural changes in today's financial markets.
I trust our paths will continue to cross .. .

Wall Street Journal
November 16, 2017

Where Have All the Public Companies Gone? There are 3,671 domestic
listings today , down from 7,322 in 1996. Investors can feel the difference.
By Jason M. Thomas
The media and the public pay a lot of attention to broad stock market indexes, but many of the
most well-known measures aren't what they seem. The Wilshire 5000, for example, contains
roughly 3,500 companies. There haven't been 5,000 domestic stocks to include in the index since
2005 .
The number of public companies in the U.S. has been on a steady decline since peaking in the
late 1990s. In 1996 there were 7,322 domestic companies listed on U.S. stock exchanges. Today
there are only 3,671. Easy access to venture , growth and private-equity capital means that
companies no longer need to pursue an initial public offering to fund growth or access liquidity.

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1

SEC-18-0242-A-000005

 Increases in regulations, shareholder lawsuits and activist demands have also diminished the
appeal of a public listing. Over the past two decades, the number of annual IPO s has fallen
sharply, to 128 in 2016 from 845 in 1996.
Companies are going public later in their lifespans - if they ever do at all. The dearth ofIPOs has
led to a 50% increase in the average age of public companies, from 12 years in 1996 to 18 years
in 2016. Jeff Bezos founded Amazon in 1994, taking the company public three years later with
an enterprise value of approximately $600 million. From 1997 to 2002 public investors enjoyed a
12-fold appreciation in Amazon's stock. Conversely, Mark Zuckerberg waited
until Facebook was eight years old before taking it public. At the time of Facebook's IPO in
2012 , the social-media company had a market value of more than $ 100 billion.
The trend away from IPOs has benefited private market players at the expense of everyday
investors. With companies like Uber , Airbnb and other successful startups delaying their IPOs
for so long, there is little prospect for public returns on a scale similar to those enjoyed
by Amazon's early stockholders . The aversion to public listings isn't limited to the technology
sector. Microcap, small-cap and midcap stocks have all but disappeared from U.S. exchanges.
Over the past 20 years, the average size of a publicly listed company in the U.S. has risen nearly
fourfold, after accounting for inflation.
As a large number of yesterday's "growth stocks" have migrated to private portfolios , so too has
the diversifying economic exposure they provide. The dispersion of stock returns - the average
difference in monthly returns across all stocks- has declined as a result, narrowing the gap
between the winners and losers. Less dispersion reduces the value of stock picking, and investors
have responded accordingly. Since 2000 , roughly $1.7 trillion has been invested using passive
strategies like exchange-traded funds and index mutual funds. At the same time, funds pursuing
active strategies have experienced $ 1.4 trillion in outflows.
Since ETFs and index funds buy stocks on a pro rata basis, ignoring price or fundamentals, the
rise of passive investing has intensified the correlation of returns across stocks. Discretionary,
research-based stock selection now accounts for only 10% of average trading volume. The
offsetting deviations in company performance that were once the hallmark of a broadly
diversified stock portfolio have been overwhehned by marketwide buy or sell orders.
Equity allocation s are supposed to offer investor s exposure to earnings growth and idiosyncratic
business risk. Company-specific outperformance ha s become increasingly difficult to achieve in
public markets dominated by mature businesses and passive fund flows. Today , it isn't possible

/\MEf

pVERSIGHT

2

SEC-18-0242-A-000006

 to assemble a portfolio with the same makeup as the stock market of 1997 without exposure to
private markets .
Many investors take this approach in emerging markets, where mega banks, min ing, energy and
te lecommun ications compa nies tend to account for a disproportionate share of ava ilable stocks.
The limited poo l of investment options in such countr ies means that ma rket va lues tend to be
highly correlated and fluctuate in response to fund flows rather than fundamentals. The greater
the dissonance between the stock market and the real economy, the more investors must rely on
various forms of private equity to gain exposure to the unde rrepresented but faster -grow ing
industry segments and companies.
The stock market today isn't the stock market of 20 years ago. Investors, take heed.
Mr. Thomas is director of research for the Carlyle Group.

< CONFIDENTIALITY

NOTICE >

The information conta ined in this transm ission is intended on ly for the person or entity to w hich
it is addressed and may conta in confidential, trade secret and/or priv ileged mate ria l. If you ase
not the intended recipient of this infonnation, do not review, retransmit, disclose, disseminate,
use, or take any action in reliance upon, this information. If you received this transmission in
error, p lease contact the sender and destroy all printed copies and delete the materia l from all
computers .

/\MER l /\I\

pVERSIGHT

3

SEC-18-0242-A-000007

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:
Attachm e nts:

Fox, Raquel
Friday, February 16, 2018 5:06 PM
Clayton, Jay; Cohen, Alan
Moskowitz, Lucas
IOSCO -- Board Materials
(b)(5)

Please let me know if you have any questions or problems opening the pdf .
Thanks,
Raquel

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000008

 Ovall, Jeffery L.
From:

Sent:
To:
Subject:
Attachments:

Clayton, Jay
Saturday, February 24, 2018 11:23 AM
Moskowitz, Lucas
Fwd: Reg-Tech- NCPS (Feb 2018).pdf
Reg-Tech-NCPS (Feb 2018) .pdf; ATT0000l.htm

Please see below.
Begin forwarded message :
6
From: ira greenste in .,..
l(b_)(,....
)_--,---,--,------,------'
Date: Februa ry 13, 2018 at 10:28:01 AM EST
To: ~b)(6)
@ sec.gov>
Subject: Fwd: Reg-Tech-NCPS (Feb 2018).pdf

Jay,
Attached is pretty interesting Crypto solution. A potential answer to your regulatory prayers. Let
me know whether you would like to meet with them to discuss.
Regards,
Ira

~;~;;;-;.1..~
F~~edmessa
=--------Date: Fri, Fe b 9, 2018 at 3: U PM
Subr ect: Reg-Tech-NCPS (Feb 2018). pdf
To: -b )(6)

I

FYI

Paul

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000009

 Ovall, Jeffery L.
From :

Se nt:
To:
Subject:

Attachme nts:

Clayton, Jay
Friday, April 06, 2018 10:21 AM
Memon , Sean; Moskowitz, Lucas; Stebbins, Robert
Fwd: Shareholder Letter
ceo- letter -to-shareholders-2017 .pdf; ATT0000l.htm

FYI

Begin forwarded message:
From : "Dimon, Jamie'l(b)(6)
@jpmchase.com >
To: "Clayton, Jay'r )(6)
!@SEC.GOV
>
Subject : Shareho aer Letter

Dear Chair Clayton,
I wanted to share my Letter to Shareholders and the 2017 JPMorgan Chase Annual Report .
This year's letter looks at critical themes around how we run our company and ways that leaders in the
business, government and nonprofit sectors can work together to maintain a healthy and vibrant
economy .
All the best,
Jamie

This message is confidential and subject to terms at:
http://http: //www.jpmorgan.com / emaildisclaimer including on confidentiality, legal privilege ,
viruses and monitor ing of electron ic messages . If you are not the intended recipient, please delete
this message and notify the sender immediate ly. Any unauthor ized use is strictly prohibited.

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000010

 Ovall, Jeffery L.
From:

Holmes, Stephen l(b)(6)
~ interwest.com>
Wednesday, April 25, 2018 4:32 PM
Clayton, Jay
FW: Thank You and Congratulations re Thin ly Traded Small Cap Roundtables
WSJ 4/22/18: pervasive illiquid ity an expanding problem; WSJ 4/24/18: comments at
the 4/23/18 Thinly Traded Stock Roundtable; BNA 4/24/18: NASDAQ to ask SEC to let
thinly traded companies to pool liquidity

Sent:
To:
Subject:
Attachments:

Jay's email address corrected on this version of my prior email. ..

Stephen Holmes I lnterWest Partners I General Partner Emeritus
T:l(b)(6)
F: 650.854.4706 I M: ~b)(6)
~ interwest .com
5>
Assistant: Michele Mir
~ interw est.com

II

,,,.\J~ ~ -

p)c

I

Bio

l@sEC.GOV>; an ne shee ha n
_J!Q:!.::!..l:.J....1.:i
~V .)l(b)(6)
; Allison Bennington (b)(6)
va lueact.com )
-r::=:::
-va-;1-u-ea- c--:t -.c_o_
m_>_; -;M;-a--:tt:-:F
;::u- r_m_a_nr,;b--;)-;-;:
(6:;-) ---=-wil IisTowers Watson .com

..J!!!,;:i.t.1...!.l.!.JJJ..:..
.illl!:llilt.e.Ull.lt,/.OY:i.
.a.Jl!:
~ ~-

r.b-:)(~6':""
) --b)(6)

W illisTowersWatson .com > (b)(6)
sec.
re Thinly Traded Small Cap Roundtables

Subject: Thank You and Congratulations
(b)(5)

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000011

 b)(5)

Thank you very much for your excellent service to the country. You are making a real and positive difference.

Stephen Holmes
Member of the Investor Advisory Committee [and speaking of my personal views, not necessarily of the IAC's views]

/\M f l /\I\

pVERSIGHT

2

SEC-18-0242-A-000012

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:
Attachm e nts:

Cook, John
Tuesday, May 01, 2018 12:54 PM
Clayton, Jay
Cohen, Alan
WJC Tem ple IABDSpeech l(b)(5)

I

[ b)(S)

(b)(5)

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000013

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:
Attachments :

Cook, John
Wednesday, May 02, 2018 9:10 AM
Clayton, Jay
Cohen, Alan; Moskowitz, Lucas; Littman, Kristina
RE:WJC Tem ple IABD Speech f.-b-)(--5)--------------------,

(b)(5)

-----Original Message----From: Clayton, Jay
Sent: Wednesday, May 02, 2018 7:42 AM
To: Cook, John
Cc: Cohen, Alan; Moskowitz, Lucas
Subject: f~b-)(-5)------------------------~
John,

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000014

 Jackson, Warren
Gail Bernstein { b)(6 )
l@investmentadv iser.org >
Thursday, April 26, 20 18 9:02 AM
Peirce, Hester
IAA Letter to Treasury - FinTech
IAALetter on Treasury FinTech Report 4.25.18.pdf

From:

Sent :
To:

Subject:
Attachment s:

Dear Commi ssioner Peirce,
Attached for your information is a letter that t he IAA has submitted to the Treasury Department to help inform
Treasury's examination of financial innovation and techno logy. Please let us know if you have any questions or would
like to discuss our views on these important issues.
Regards,
Gail
Gail Bernstein
Genera l Counsel
Invest ment Adv iser Associati on
th

818 Connecticut Ave NW, 6 Floor , Washington , DC 20006
Direct b)(6)
Office : 202.293.4222
6
(b)( )

investmentadvi ser.or

www .invest ment adviser.org

213

/\Mlf ll /\I\

pVERSIGHT

SEC-18-0242-A-000015

 Jackson, Wa rren
Fro m:

Sent :
To:

Subject:
Attachments:

John Gulliver fb l(Bl
~ capmktsreg .org >
Monday, February 12, 2018 11:17 AM
Peirce, Hester
Committee on Capital Markets Regulation
CCMR-Common -Ownersh ip-1(3).pdf; CCMR-Roadmap-for - Regulatory -Reform -1(1).pdf ;
08_08_FINAL_DRAFT
_EMS_REPORT
-1(2).pdf; US-Public-Equity-Markets -areStagnating .pdf

Hester,
It was great to meet you on Friday.
As promised, I' ve attached the Committee's : 1. Roadmap for regulatory reform; 2. Report on index funds and the
"common ownership" problem; 3. IPO report; and 4. Equity market structure report .
Best,
John
J OHN GULLIVER
EXECUTIVE DIRECTOR OF RESEARCH
COMMITTEE ON CAPITAL MARKETS REGULATION
50 Church Street Cambrid e MA 02138

direc (b)(6)
ca m sre .or
and a draft executive summary of our enfo rcement report.

b)(B)

94

/\M f l /\I\

pVERSIGHT

SEC-18-0242-A-000016

 Ovall, Jeffery L.
From:

DeWitt, C. Wallace
Wedn esday, January 24, 2018 1:47 PM
Piwowar, Mich ael; Grant, Richard; Blase, Elizabeth
FW: Mon ey Stuff : Crypto Finance Meet s Regular Finance

Se nt:
To:
Subject:

(b)(S)

C. Wallac e DeWitt
Office of Commi ssioner Mich ael S. Piwo war
U .S. Secur it ies and Exch ange Commi ssio n
100 F St reet , NE
Washington, DC 20549
Telephone:fbX5>
Mobile: ""'
f b)(
=5 ------r----'
E-mail fbX6 >
@sec.gov
>
,.._

From: Matt Levine [mai lto:noreply@ma il.bloombergv iew .com]
Sent: Wednesday, January 24, 2018 9 :54 AM
To: DeWitt, C. Wallace
Subject: Money St uff: Crypto Finance Meets Regular Finance

Bloombe rgView

Money Stuff
Matt Levine
Crypto repo.

Yesterday I casually suggested that the ideal thing to turn into a smart contract
on the blockchain is an interest-rate swap: It's just a series of exchanges of
money, with no need to do anything in the real world , so it is easy to encode
in computer instructions . But one reader correctly objected that the real meat of
an interest-rate swap as a contract is its credit terms. An interest-rate swap is
an unfunded way to get interest-rate exposure. Instead of putting up $1,000 to
buy a bond and getting back 2.5 percent interest every year, I sort of pretend
that I did that: You give me 2.5 percent of $1,000 every year , and in exchange I
give you whatever Libor is that year. But neither of us ever puts up the $1,000.
That means that if interest rates move sharply against me -- if Libor goes to 10

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000017

 percent -- then I have to come up with $100 each year , and you have to trust
that I'm good for it. And that trust usually comes in the form of credit support
annexes and collateral posting and the possibility of suing me and so forth , a
whole apparatus that lets market participants trust that their counterparties will
pay them in the future. Turning that into a smart contract is harder: The smart
contract could theoretically be required to pull any arbitrary amount of money
from my computer and send it to your computer , and the only way to guarantee
that it will be able to do that is to lock up a lot of my money for the whole length
of the contract. Everything has to be fully collateralized in order to automate it
with perfect reliability. And so unfunded exposures -- bets where I may have to
pay you later and you may have to pay me later but neither of us pays now -- are
harder to put into smart contracts on the blockchain .
This is in some sense not a bug but a feature; many cryptocurrency enthusiasts
like Bitcoin precisely because it limits fractional-reserve banking and excessive
leverage and other evils of the traditional financial system. But outside
of crypto , much of the work of finance is about finding new ways to take on
leverage. And so when you introduce finance people to cryptocurrencies , their
first reaction is often "well this is neat, lots of volatility , computers , I can work
with this ," but their second reaction is often "wait but we need to find a way to
borrow this thing ."
Anyway here's a story about a former Goldman Sachs and Merrill Lynch
structurer who "plans to launch a platform for digital currencies later in 2018 that
will allow private or institutional investors to strike so-called repurchase
agreements or repos with one another":
Holders of a cryptocurrency-institutions

or private individuals-will

earn money

from lending it out via the Oxygen platform. In return they get another
cryptocurrency, which they agree to take as collateral until their original currency
is returned. Borrowers get access to a cryptocurrency they want to use or trade
short-term. That could allow them to trade it or use it for transactions.
Of course some Bitcoin exchanges already allow for lending and shorting . The
point is that this is a feature that people want; it is also a feature that is not built
into the Bitcoin blockchain. The core feature of Bitcoin -- the technological
problem that Satoshi Nakamoto set out to solve -- is that you can't spend

/\MERIC/\1\

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2

SEC-18-0242-A-000018

 Bitcoins that you don't have. The core feature of finance -- the technological
problem that bankers have set out to solve for millennia -- is that you can spend
money that you don't have. That's what finance is; it's the business of moving
money from the people with the money to the people with productive uses for
other people's money. There is an obvious tension.
Elsewhere in tensions between blockchains and finance, here's a story about the
Lightning Network , a bid to ease congestion on the Bitcoin blockchain by
basically deferring settlement of Bitcoin transactions:
In this system, two parties open a channel and commit funds to it. The opening
of a channel gets broadcast to the blockchain and incurs the normal bitcoin
transaction fee. The channel can stay open for however long-say,

a month-

during which time the two users can exchange as many payments as they like
for free. When the time expires, the channel closes and broadcasts the final
state of the pair's transactions to the blockchain, incurring another transaction
fee.
A lot of what I read about the blockchain for finance involves speeding up
settlement time. If you trade stocks or syndicated loans or whatever on the
blockchain, people argue, you can have instantaneous settlement instead of
waiting days or weeks for your transactions to clear. Meanwhile a lot of people
who actually trade stocks or loans or whatever are skeptical of that goal: Gaps
between trade and settlement are not just technological failures; you need that
time to line up funding or stock borrow or permissions or whatever. It turns out
that even trading Bitcoin on the Bitcoin blockchain might work better with a onemonth settlement delay. Again and again, the messy reality of the traditional
financial system keeps intruding on the crystalline purity of the blockchain.
Elsewhere, here is a headline saying "Davos: Blockchain can no longer be
ignored," and imagine ignoring blockchain. I am imagining it right now and it is a
lovely feeling. I should point out that the World Economic Forum was writing
breathless love letters to the blockchain back in 2016; "let's not ignore
blockchain" is among the most Davos-y sentiments I can think of.
And last week Venezuela sort of released the white paper for its cryptocurrency?
It is called the "petro," and we have made fun of it before , but even by the
standards of joke-cryptocurrency white papers Venezuela's is a poor effort.

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3

SEC-18-0242-A-000019

 Tonally it is is more of a "manifesto" than a "white paper ," though I suppose that
is true of a lot of cryptocurrencies. Monica de Balle and Martin Chorzempa of the
Peterson Institute are unimpressed : "It combines serious misunderstandings
with wishful thinking about the benefits of blockchain technology , along with
evidence that the government is either trying to fool its populace or that it does
not understand the basics of cryptocurrencies , or both." The U.S. Treasury is
also unimpressed: Its sanctions FAQ (item 551) notes that the petro "would
appear to be an extension of credit to the Venezuelan government ," and that
people who buy it "may be exposed to U.S. sanctions risk."
And here's a good reason for banks to be wary of Bitcoin :
UBS Group AG Chairman Axel Weber said the Swiss bank won't trade Bitcoin or
offer it to retail clients as increased regulation could lead to a "massive " drop in
value.
"This is something where the price is really unclear ," Weber said in an interview
Wednesday with Bloomberg TV at the World Economic Forum in Davos,
Switzerland. "We fear that in the future if these investments implode and the
market corrects, then investors will be looking at 'who sold us this?"'
If some dude on the internet sells you a hugely volatile asset with no intrinsic
value and it immediately loses 50 percent of its value, you're like "well played ,
dude on the internet." If a bank does it, though, you sue.
And 50 Cent is a bitcoin millionaire .
Corporate governance.

There is an extensive literature in finance about how companies should motivate
their managers to act in shareholders' best interests, minimize conflicts,
discourage shirking , and so forth. Often this literature assumes a sort of
idealized homo economicus chief executive officer, one who has a certain set of
recognizable human characteristics (some desire for money, power and/or
leisure) but who is not necessarily a fully fleshed out person. For instance, the
literature rarely considers the CEO's blood pressure or cholesterol levels or
family medical history. And yet, as a public company , having a CEO who is alive
is perhaps even more important than having one with properly aligned

/\MERIC/\1\

pVERSIGHT

4

SEC-18-0242-A-000020

 incentives. As CSX has concluded :
CSX Corp. will require the railroad's chief executive to submit to an annual
physical exam that will be reviewed by the board, adopting an unusually
aggressive approach to a delicate issue just weeks after the death of its previous
CEO .
The railroad 's board was under fire last year after it agreed to hire Hunter
Harrison even though he declined to get a physical exam or provide access to
his medical records-

despite concerns about the then 72-year-old railroad

veteran 's health.
It is an unusually stark case of barn-door-closing ; really the time to give your
CEO a physical is before you hire one who dies in office. But this is not the sort
of thing you think about until you have to.
Elsewhere in governance, Bloomberg News reports that Elon "Musk's New Pay
Deal Could Make Him the World's Richest Man- If Tesla Succeeds":
If the award fully vests , Musk would own a 28 percent stake in the company
worth about $184 billion, vaulting him to the top of the Bloomberg Billionaires
Index. Amazon's Jeff Bezos currently sits atop the index with a $111.5 billion net
worth as of Monday's close in New York. Musk's stake in SpaceX constitutes
about half of his current net worth of $21.5 billion.
Sure yes but look. We talked about this yesterday. If the award just didn't exist -if Tesla lnc .'s board was just like "you know what, this guy is rich and motivated
enough," and decided that his compensation for being CEO would be zero
forever -- then Musk would also be the world's richest person at a $650 billion
valuation. He currently owns 21.9 percent of Tesla. If Tesla were worth $650
billion -- it's currently worth about $60 billion -- then that 21.9 percent stake
would be worth about $142 billion. If Tesla's market cap grows tenfold while
Amazon's doesn't move, then Elon Musk will be the richest person in the
world, because that is a lot of growth and he owns a lot of Tesla stock. This
has very little to do with his compensation plan and very much to do with the fact
that if you own billions of dollars of stock and it goes up by 1,000 percent then
you will be super duper rich.

/\MERIC/\1\

pVERSIGHT

5

SEC-18-0242-A-000021

 Still elsewhere in corporate governance , Twitter Inc. CEO Jack Dorsey and
departing Chief Operating Officer Anthony Noto have different management
styles :
During Twitter 's frequent company -wide discussions called "Tea Time ," Noto
rallied employees around pep talks that explained the strategies the company
was pursuing , like live video, and often punctuated his company memos with the
two-exclamation-point emoji. Dorsey tended to give more abstract speeches that
were sometimes personal stories about the founding of Tw itter, his own
reflections or his vision for the product, according to one of the people .
I guess Dorsey's approach sounds more like "Tea Time," though maybe Noto's
is more like management. Anyway Noto is leaving Twitter to become CEO of
Social Finance , the on line lender whose mission just a couple of years ago was
to "kill banks ." Now it will be run by a former Goldman Sachs Group Inc.
banker . The banks do not want to be killed, and they play a long game.
Never trust the water-skiing instructor .
I am sure that Jimmy Levin is really good at making investment decisions but I
giggle every time I am reminded of how he got his start at Daniel Och's hedge
fund:
In the late 1990s, Mr. Levin was work ing at a summer camp in Wiscons in,
teaching Mr. Och 's son how to water ski . By last year , the younger man was in
line to succeed Mr. Och as chief executive of Och-Ziff Capital Management LLC,
the largest publicly traded hedge fund in the U.S. with $33 billion in assets under
management. To entice him to stick around , Mr. Och handed Mr. Levin , who is
34 years old and goes by Jimmy , nearly $300 million in cash and Och-Ziff stock.
There is a popular notion that hedge funds are for brilliant iconoclasts who don't
fit in with the politics at investment banks , but that is not the whole story. The
other side of it is that you have to get along personally with the brilliant
iconoclast running your hedge fund if you want to do well there. At a small place
without an institutionalized human resources function , the politics can
be more important than they are at a big corpo rate place. They're just weirder
and more idiosyncratic politics . Instructing the right kid in the right wate r-skiing

/\MERIC/\1\

pVERSIGHT

6

SEC-18-0242-A-000022

 moves at the right time could make your career.
Anyway Levin is now out of favor, Och has "reasserted control," and the knives
are out:
Interviews with more than a dozen people close to the situation at Och-Ziff
suggest that many inside the firm, including board members and Mr. Levin, were
shocked by the shift. People familiar with Mr. Och's thinking say he felt Mr. Levin
pushed too far, too fast, asking for more money and control than he was due.
Being the protege of a big hedge-fund manager can take you a long way,
but you run the risk that he will change his mind .

Leaks .
Recently Snap Inc. sent a somewhat ill-tempered memo to employees telling
them not to leak Snap's secrets :
If you leak Snap Inc. information, you will lose your job and we will pursue any
and all legal remedies against you. And that's just the start. You can face
personal financial liability even if you yourself did not benefit from the leaked
information. The government , our investors , and other third parties can also seek
their own remedies against you for what you disclosed. The government can
even put you in jail.
A lot of tech and business reporters -- whose job , after all, is to get corporate
employees to leak their companies' secrets -- found this objectionable , and
objected . "Snap Threatens Jail Time for Leakers ," was Cheddar's headline
reporting the memo. "Leaked Snap Memo Says Employees Could Go to Jail If
They ... Leak Memos ," pointed out Yahoo Finance.
Can you really go to jail for leaking corporate secrets? Yes , of course , come on.
We talk about it all the time . It is called "insider trading": If you have some Snap
secrets , and you tell them to your golf buddy , and you expect him to trade on
that information , and he does trade on that information, then you are at
least probably guilty of insider trading. (That is not legal advice, and if we had
more time we could talk a lot about the "personal benefit test ," but it's good
enough.) That seems to be what Snap's general counsel is getting at, with the

/\MERIC/\1\

pVERSIGHT

7

SEC-18-0242-A-000023

 "even if you yourself did not benefit" stuff. Even beyond insider trading there are
other ways to go to jail for leaking secret corporate information. Poor former
Sergey Aleynikov was arrested twice for giving Goldman Sachs Group lnc.'s
secret computer code to a new employer , and there is apparently an active
criminal investigation into the apparent leak of Waymo's self-driving -car trade
secrets to Uber Technologies Inc. People definitely get arrested for leaking
corporate secrets , what a silly question.
On the other hand, can you really go to jail for leaking corporate secrets to
journalists? I am going to say no, though this is especially not legal advice, and

you should consider my conflicts of interest. (Go ahead , leak corporate secrets
to me , whatever.) To be fair I do not read Snap's memo to say otherwise: It says
that some sorts of leaks could land you in jail , but it doesn't come out and say
that leaks to reporters are in that category. Perhaps it does subtly conflate the
issues as a tactical choice. Some journalists, who have even more
guild loyalty than I do, got very up in arms about the Snap memo, arguing that it
is illegal for companies even to fire employees for leaking to the media. This
seems ... untrue? There is some authority that broad prohibitions on talking to
the media violate the National Labor Relations Act because they might chill

employees "from discussing labor disputes, wages, or other terms and
conditions of their employment," but Snap's policy prohibits only leaking
confidential information, and it seems bizarre to imagine that there's a magical
provision of federal law that prohibits companies from keeping their secret
financial and operating information secret.
Suing Wall Street.
If you are a service provider -- a law firm, say -- then big banks are attractive
clients. They are big, their affairs are complex , they provide steady work, they
pay their bills on time. If they want to hire you, you say yes. But here is a
Bloomberg Big Law Business profile of Quinn Emmanuel , a big -- and very
profitable -- law firm that said no to the banks:
The decision arose after client conflicts prevented the firm from handling some
work in the Parmalat matter because it represented banks, which prompted a
review of Quinn Emanuel 's business, Carlinsky said.
'The epiphany was: we've got this backwards, " he said. "We need to get rid of

/\MERIC/\1\

pVERSIGHT

8

SEC-18-0242-A-000024

 our bank clients. "
The banks provide steady legal work, sure, but the epiphany was that they
provide steady work to both sides. And suing them can be even more lucrative
than defending them.
Me yesterday.

I wrote about accountants and the regulatory revolving door .
Things happen.

Men Only: Inside the charity fundraiser where hostesses are put on show . A Wall
Street Ally Is Leading the Charge to Roll Back the Volcker Rule. Senate
Confirms Jerome Powell as Federal Reserve Chairman . Mnuchin Endorses
Weaker Dollar , Sharpening Trade War Rhetoric. State Tax Workarounds Could
Mean $154 Billion Lost to Treasury. Qualcomm Gets $1.2 Billion EU Fine for
Apple Chip Payments . CFPB Chief Mulvaney Says Days of 'Pushing the
Envelope ' Are Over. Comparability of Basel risk weights in the EU banking
sector is questionable. Matt Hurd reminisces about HFT ("A good thing about my
prior firm is they did fire people for making money.") . Elie Mystal reminisces
about his law-school loans . Claw machine cat.

If you'd like to get Money Stuff in handy email form, right in your inbox,
please subscribe at this link. Thanks!

Bloomberg LP. • 731 Lexington Avenue, New York, NY 10022
Web•

Facebook • Twitter

Feedback • Unsubscribe

/\MERIC/\1\

pVERSIGHT

9

SEC-18-0242-A-000025

 Ovall , Jeffery L.
From:

Sent:
To:
Subject:

Konick, Jule
Friday, January 26, 2018 11:58 AM
Piwowar, Michael; Blase, Elizabeth; DeWitt , C. Wallace; Grant , Richard; Konick, Jule
FW: Learn about Updates to the Open Table Rewards Program

To be discussed.
Jule Konick I Confidential Assistant to Commissioner Michael S. Piwowar
Securities and Exchan!@Commission I 100 F Street, N.E . I Washington , D.C. 20549
sec.gov
T (b)(G)

u,s

From: OpenTab le Member Services [mai lto:no-rep ly@comms.opentab le.com]

Sen t : Friday, January 26, 2018 4:57 AM
To: Konick, Jule
Subject : Learn about Updates to the OpenTable Rewards Program

Hello,
Everyone loves a regular- including us. So,
we want to reward you for dining out with
Open Table.

On March 31, 2018, we 'll be updating the
OpenTable Rewards program to give you
more ways to redeem your Dining Points.

As a registered OpenTable member, you're
already eligible to collect Dining Points . Any
Dining Points you have before March 31,
2018 will roll over into our updated program.

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000026

 How to
collect
points
When you
book and
honor
reservations
through
Open Table,
you can
collect
Dining
Points, so
make your
dining
experiences
count.*

r/!JTip : Sign in
Make sure you sign in when you make
a reservation so we can award you
points (otherw ise you won't get points
for your reservation).

More ways to get rewarded
We've heard you! Now there are more ways to
redeem your Dining Points and more restaurants
where you can use your rewards. Whether it's a
monthly date night, last minute birthday, or just a
night out on the town, it's always a good time to treat
yourself at a restaurant.
Once you collect enough Dining Points , you can
redeem for great rewards. See below for details of
our expanded redemption options:**

Dine
Redeem your Dining Points for Dining
Rewards and make a reservation to
use your rewards. We 've expanded
our program , so you can now put your
Dining Rewards toward meals at

/\MERIC/\1\

pVERSIGHT

2

SEC-18-0242-A-000027

 20,000+ participating U.S. restaurants.
' I

f

~
I

l \

Buy
Redeem your Dining Points for
Amazon gift cards, which can be used
toward items sold on Amazon.com.

Give
Donate your Dining Points to worthy
causes. We partner with charities on
specific occasions allowing you to
contribute to causes important to you.
The number of Dining Points required for different
redemption options varies by type of reward, and,
with respect to Dining Rewards , also by restaurant,
date and time of the reservation

Be a regular
The more you dine out with OpenTable, the more
Dining Points you can collect and redeem. Just be
sure to maintain your regular status-if

you go more

than 12 months without making a reservation using
your OpenTable account and collecting Dining
Points , all of your Dining Points will be forfeited.
Be sure to reward yourself regularly. For any Dining
Points you collect under our updated program , you
have three years after you collect them to redeem
them. Any Dining Points you collected before March
31, 2018 must be redeemed by March 31, 2021 .***
For details
on our
updated

/\MER C/\1\

pVERSIGHT

rfJ Tip : Dine out more
3

SEC-18-0242-A-000028

 program,
please
review the
Open Table
Rewards
Program
Terms. By
continuing
to use
Open Table
on or after
March 31,
2018,you
are
agreeing to
the new
Open Table
Rewards
Program
Terms. If
you have
questions,
please visit
our FAQs.

The more you dine out , the bigger
your pile of points, the more rewards
you receive .

Cheers!
The OpenTable Team

1 Montgomery Street. Suite 700, San Francisco, CA, 94104 • opentable.com

• © 2018

OpenTable. Inc.

* Members can collect the number of stated Dining Points, if any, for

honored reservations initiated on Open Table's sites and apps.
** Redemption options may change from time to time , and values of
rewards may vary depending on the redemption option To use Dining
Rewards, you must make a reservation on Open Table and follow
applicable redemption instructions
*** In addition to the other terms applicable to Dining Points, (1) any
Dining Points collected on or after March 31 , 2018 must be redeemed
within three years from the end of the calendar quarter in which such
Dining Points were collected and (2) any Dining Points you collected
before March 31, 2018 will be redeemable through March 31, 2021

/\MERIC/\1\

pVERSIGHT

4

SEC-18-0242-A-000029

 Ovall, Jeffery L.
DeWitt, C. Wallace
Friday, March 09, 2018 3:30 PM
Piwowar, Michae l; Grant, Richard; Blase, Elizabeth; Estabrook, Matthew
FW: SECUniversity Speaker

From :
Sent:

To:
Subject:

FYI-David

Shrier will do SEC University soon.

C. Wallace DeWitt
Office of Commissioner Michael S. Piwowa r
U .S. Securities and Exchange Commission
100 F Street, NE
Washington DC 20549
Telephone: (b)(6)
Mobile :----.----~
b)(G)
E-mail: (b)(6)
ov
From: Samms, Maya
Sent: Thursday, March 08, 2018 4:35 PM
To: DeWitt, C. Wallace
Subject: RE: SEC University Speaker
Greetings - I wanted to follow up with you to let you know that we are planning to have David Shrier come speak as part
of our leading author series. We are working on some dates in May. I will let you know once we have confirmed the date.
Maya Samms
Acting Dean, College of Securities and Professiona l Development
U.S. Securities and Exchange Commission
6
100 F s; et, NE I Washington, DC 20549 I Tel j~
(b-)(- )------~

SEC

r sec.gov

u" I vi 1rslT Y
0

Sign up for free Time-Saving Seminars from our partner, Get Control! ® University

From: DeWitt, C. Wallace
Sent: Thursday, February 08, 2018 11:35 AM
To: Samms, Maya
Subject: Re: SEC University Speaker
Thanks very much, Maya .

C. Wallace DeWitt
Office of Commissioner Michael S. Piwowar
1

pVERSIGHT

SEC-18-0242-A-000030

 U.S. Securities and Exchange Commission
100 F Street. NE
Washington, DC 20549
Telephone: j(b)(6)
Mobile: (b)(6)
r,';:--:-;:;::-;--~
-------'
E-mail: b)(6)
sec. ov
On Feb 8, 2018, at 10:50 AM, Samms, Maya ~
l(b-)(_6_) -~

!@SEC.GOV> wrote:

Thank you so much for this recommendation .
David - We work with a vendor (Hooks Books) for our author programs so we can have them reach out
to you with additional information about how the prog ram is structured .

From: DeWitt, C. Wallace

Sent : Wednesday, February 07, 2018 3:34 PM
To: Samms, Maya
Cc: David Shrier

Subject: SEC University Speaker
Dear Maya:
Commissioner Piwowar and I met with David Shrier of Distilled Analytics today. David is
an expert on all things FinTech and cybersecurity, particularly in the rea lm s of Big Data
and Al, and the Commissioner thought that he might be an excellent choice for a future
SEC University event. I've copie d David to this message, and I've pasted a link to his recent
book on cybersecurity issues below:
https://www .amazon.com/New-Solutions-Cybersecurity-MIT-Press/dp/0262535378
Best regards,

C. Wallace DeWitt
Office of Commissioner Michael S. Piwowar
U.S. Securities and Exchange Commission
100 F Street, NE
Washington DC 20549
Telepho ~""'"
(b~)(~6)____
_,,
Mobile: (b)(G)
........
---.----~
E-mail c...
(b.:.,:;
)(:6)
....:.
~_ .J>-""'
==.,_,,__,__

/\M f l /\I\

pVERSIGHT

2

SEC-18-0242-A-000031

 Ovall, Jeffery L.
From:

Sent:
To:
Subject:
Attachments:

DeWitt, C. Wallace
Friday, April 20, 2018 2:24 PM
Piwowar, Michae l; Grant, Richard
FW: March 28
Safe Harbor Discussion_Final.pdf; Perkins Memo_Final.pdf; Intro to Ut ility
Tokens_Final.pdf; Re: March 28

He did in fact send the longer memo to me. Then 5 minutes later, he sent me a second e-mail (at tached)
that corrected a typo in th e safe harbor PDF, attaching only the corr ected six-pag er. Wh en I print ed
documents to prep for t he mee t ing , I only printed the six-pager. It's coming back to me now
C. Wallace De Wit t
Office of Commissioner Michael S. Piwowar
U.S. Securities and Exchange Commission
100 F Street , NE
Washing ton, DC 20549
Telephone: l(b)(G)
~ --=======----'
Mobile: kb)(6)
E-mail: r,;.fb:-:)(~6~
) ---,. ~....
s_e_c _g_o_v___J
From: Scott Kupo{b)(G)
Sent: Monday,Ma~
rc~h~2~6~,=2=0~
1,8,......,..
10
~:~0=3~P=M
-,---'
To : DeWitt,C. Wallace
Subject: Re: March28

Wallace As promised, attached please see a set of docs that we wanted to provide ahead of time that will be the basis for
our discussions on Wednesday. Feel free of course to share with whomever is going to be at the meeting.
Finally, I did have one more last minute in person add - Molly Moynihan of Perkins Coie
See you Wednesday.
Regards,
Scott
On Fri, Mar 23, 2018 at 9:54 AM , Scott Kupor
Thx

~l
(b_)(G
_) ____

On Fri, Mar 23, 2018 , 9:33 AM DeWitt , C. Wallace

~l
(b-)(G_
)_

~Iwrote:
___.~ sec.gov > wrote:

All set Scott, and thanks.

CWD

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000032

 C. Walla ce DeWitt

Office of Commission er Michael S. Piwowa r
U .S. Securit ies and Exch ange Commission
100 F Street, NE
Washing ton, DC 20549
Telepho~n_e_l.....
(b=
)(=G
-)- ----------------=-.---'
6

Mobile :1.....
(b-)(_ >_____
E-mail:

l(b)(6)

_,

~ sec.gov

From: Scott Kupor [mailto~
!(b...,,.
)(~6)....,.......,,=-=--,,...,....,....
--'

Sent: Friday, March 23, 2018 11:50 AM
To: DeWitt, C. Wallace
Subject: Re: March 28

Sorry - I forgot one more - last one I promise :)

Justin Field, NVCA, will be in person

On Mon, Mar 19, 2018 at 7:46 AM, Scott Kupor

1~b)(-6l____

~ r rote:

Thanks

On Mon, Mar 19, 2018 at 4:43 AM, DeWitt , C. Wa llace ~b)(6 )

~ sec.gov> wrote:

All set, Scott . I've entered Br ad Burnh am into the security system .

When you arrive , please check in with the downstairs security office, and I will come downstai rs to
collect you and bring you to our confer ence room .

/\M f l /\I\

pVERSIGHT

2

SEC-18-0242-A-000033

 Thank you very much.

Best regards,

C. Wallace DeWitt

Office of Commissioner Michael S. Piwowar
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Telep hone:

l(b-)(-G)----~
~
6

Mobile: l._
(b-)(_ )_____

__.

E-ma il: l._
(b_)(_6)_ ___.
~ sec.gov

From: Scott Kupod._b_
)(_6)_______
Sent: Friday, March 16, 2018 8: 11 PM
To: DeWitt, C. Wallace
Subject: Re: March 28

_.

One more in person attendee - Brad Burnham, Union Square Ventures

On Tue, Mar 13, 2018 at 11:05 AM, Scott Kupo~~
(b_
)(_G
)----~

~ wrote:

Thx

On Tue, Mar 13, 2018 at 11:04 AM, DeWitt, C. Wallace ._l
(b-)(-6 )__

_.f sec.gov> wrote :

Dear Scott:
Received with thanks (dropping Sean to BCC). I'm not sure we can accommodate a video conference, but
3

pVERSIGHT

SEC-18-0242-A-000034

 we should probably be able to swing a t elephon e conference call for Prof essors Grundf est and Sterling.
Looking forward to seeing you later this mon t h.

Thank you very much.

Best regards ,

C. Wallace DeWitt

Office of Commissioner Michael S. Piwowar
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Telephon e j~(b_)(_6>_____
Mobile: ~f
b_)(_6>_____

~

~

E-mail :l._
(b_)(_6)_ ___.
~ sec.gov

From: Scott Kupor j(b)(6)

Sent : Monday,Marc
....
h- 1-2~, -20
- 1-g~g-:-39- PM
~ ~
To: DeWitt, C. Wallace
Cc: Memon, Sean; Adam Sterling; Meredith Donahue
Subject: Re: March 28

Sorry for the delay.

Here's the current attendee list:

In-person:
• Scott Kupor and Ryan Ward, Andreessen Horowitz
• Dax Hansen and Lowell Ness, Perkins Coie

/\M f

pVERSIGHT

4

SEC-18-0242-A-000035

 • Nick Grossman and John Buttrick , Union Square Ventures
• Nancy Wojtas and Karen Ubell , Cooley Godward
• Lila Tessler , Lee Schneider , McDermitt Will Emery
By video conference (not sure whether you have facilities for this; if not, we can just use phone):
• Joe Grundfest , Stanford Law School
• Adam Sterling , Boalt School of Law
Thanks,
Scott

On Wed, Mar 7, 2018 at 1:05 PM, DeWitt , C. Wa llace

l(b)(6)

~ sec.gov > wrote :

Sure thing, Scott . 10 a.m . is jus t fine wit h us , too . Please send me a lis t of all the attendees and their
affiliations , and I'll have them entered into the security system at t he front desk.

Looking forward to seeing you .

Best r egards,

C. Wallace DeWitt

Office of Commissioner Michael S. Piwow ar
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

~

6

Tel ephon e :f~b-)(_)_____

l.....

Mobile: (b_)(6_) ____

___,

E -mail: .....
l(b-)(_6 )_ ___,
~ sec.gov

From: Scott Kupor 1,(b
..,,
_)(_6)~~~~~~

,,__.

Sent: Wednesday, March 07, 2018 3 :59 PM
5

pVERSIGHT

SEC-18-0242-A-000036

 To: DeWitt, C. Wallace
Cc: Memon, Sean; Adam Sterling; Meredith Donahue
Subject: Re: March 28

Thanks , Wallace - we'd be happy to meet with you and your team members.

Would 1Oa work that day?

On Wed , Mar 7, 2018 at 11:36 AM, DeWitt, C . Wallace

~(b)(6)

@ sec.gov > wrote:

Dear Scott:
Thank you very much for your message. Unfortunate ly, Commissioner Piwowar will be out of town on
Mar ch 28. If your schedule suits , I would be happy to meet with you in his stead, perhaps joined by one
or two of my colleagues in Commissioner Piwowar's office who focus on crypto issues.

Thank you very much.

Best r egards,

C. Wallace DeWitt

Office of Commission er Micha el S. Piwowar
U.S. Securit ies and Exchange Commission
100 F Street, NE
Washington, DC 20549
Telephone:

l(b)(G)

6
Mobile l.....
(b_)(_ )____

___.

6
) _ _,~ sec.gov
E-mail: l(b
.....
_)(_ _

/\M f l /\I\

pVERSIGHT

6

SEC-18-0242-A-000037

 Ovall, Jeffery L.
From:

Sent:
To:
Cc:
Subject:

Grant, Richard
Wednesday, April 25, 2018 1:59 PM
Piwowar, Michael
Blase, Elizabeth
NYSEhalted Amazon and Alphabet

https://www.bloomberg.com/news/articles/2018-04-25/nasdag-listed-amazon-alphabet-won-t-trade-rest-of-day-atnyse
b){ 5)

/\M f l /\I\

pVERSIGHT

1

SEC-18-0242-A-000038

 Ovall, Jeffery L.
Holmes, Stephen l(b)(S)
l@interwest.com >
Thursday, May 24, 2018 3:33 PM
Piwowar, Michae l
FW: compelling Capital Formation testimony
Barry Eggers Testimony Legislative Proposals to Help Fuel Capital and Growth on Main
Street 5232018.pdf; Expanding-The-On- Ramp- Recommendations -to - Help- More Companies-Go -and-Stay-Pub lic pdf 4 26 18.pdf

From :

Se nt:
To:
Subject:
Attachme nts:

Commissioner Piwowar, I thought you'd like to see this email re Capital Formation.

Trying to advance this football.

I look forward to seeing you in Atlanta.
Stephen Holmes

--------------------------------------------------------------------------------------------------------------------------

Stephen Holmes I lnterWest Partners I General Partner Emeritus
!(b)/6)
~-~
@interwest .com
Assistant: Michele Mir !(b)(6) ~ interwest.com

Bio

From : Holmes, Stephen
Sent : Thursday, May 24, 2018 2:31 PM
To: justin field !(b)(G)
e)nvca.org>; Brian Borders (b)(6)

borderslaw .com>; Scott Kupor
~ scalevp.com> (b)(6)
cowen.com; Meachum, Pete
te>mail.house .gov>; Mark Perry (b)(G)
nea.com>; Christopher A. lacovella
!§'equitydealers.org>; Charlotte Savercool (b)(6)
nvca.org * b)(G)
l@nvca.org>
Subject: FW: compelling Capital Formation testimony

kb)(G)
kb)(6)
t b)(G)

l Kate Mitchel l(b)(G)

Fyi, I've sent the info below to the SEC's head of Trading and Markets, head of Corporate Finance, Investor Advocate,
key members of its Investor Advisory Committee and key members of its Market Structure Subcommittee . Trying to
move this along .....
Stephen Holmes
From : Holmes, Stephen
Sent : Thursday, May 24, 2018 2:17 PM
To: 'Hinman, William' l(b)(6)

~ SEC.GOV>
Cc: Allison Bennington ]L(b..:..
).:...
(6..;..
) ______________
Subject: compelling Capital Formation testimony

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Bill, we discussed this topic over a month ago [how time flies!] and I thought you'd like to have this update ......
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pVERSIGHT

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 Update on Capital Format ion Issues:
I think you will benefit from reading the first attachment to this email. It is the May 23, 2018 testimony presented to
the House's Subcommittee on Capital Markets, Securities and Investment, which held a Hearing entitled: Legislative
Proposals to Help Fuel Capital and Growth on Main Street".
This testimony is by a prominent venture capitalist, who is on the NVCA Board of Directors. It is an easy-to-understand
explanation of the need for some major structural changes in our current system of capital formation - for the country's
economic competitiveness, for the creation of more quality jobs, and for improved access to economic opportunity for
"Mr . and Mrs . Main Street". The attachment is only 4 pages long.
This testimony is the first action -oriented follow -up to the "white paper" on the topic of helping more companies to go
public and to stay public . I previously sent you that "white paper" and it is the second attachment to this email -- in case
you want to see more details of the proposed 22 specific legislative and regulatory changes.
What is particularly noteworthy is the wide spectrum of market participants that have formally endorsed this "white
paper".
If you are interested, here is the complete witness list at the Hearing:

Witness List
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Mr . Brett Paschke. Managing Director and Head of Capital Markets, William Blair, on behalf of the Securities
Industry and Financial Markets Association (TTF)
Mr . Edward S. Knight, Executive Vice President, Global Chief legal and Policy Officer, Nasdaq, Inc. (TTF)
Professor John C. Coffee Jr., Adolf A. Berle Professor of law, Columbia University law School (TTF)
Mr . Brian Hahn, Chief Financial Officer, GlycoMimetics, Inc., on behalf of the Biotechnology Innovation
Organization (TTF)
Mr. Barry Eggers, Founding Partner, Lightspeed Venture Partners, on behalf of the Nationa l Venture Capital
Association (TTF)
Mr . Tyler Gellasch, Executive Director, Healthy Markets Association (TTF)
Mr . Thomas Quaadman , Vice President, Center for Capital Markets Competitiveness, U.S. Chamber of
Commerce (TTF)

Stephen Holmes

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pVERSIGHT

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