SEC Division of Corporation Finance no-action letter: Greer Bancshares, Incorporated

w y c H E

Attorneys at Law
Securities Exchange Act of 1934- Section 15(d); Rule 12h-3 March 3, 2015 Office of Chief Counsel Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Greer Bancshares, Incorporated, Commission File No. 000-33021 Ladies and Gentlemen:
On behalf of our client, Greer Bancshares Incorporated, a South Carolina corporation (the "Company"), we hereby respectfully request that the staff of the Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "Commission") confirm that it concurs with the Company's view that, despite the fact that the Company does not comply with the shareholder threshold set forth in Rule 12h-3(b)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and would otherwise not be eligible to rely on Rule 12h-3(c) due to the updating of its Form S-8 registration statements during the 2014 fiscal year on account of the incorporation by reference of such registration statements in the Company's Form 10-K for the year ended December 31, 2013 (filed with the Commission on March 18, 2014), as required pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"), the Company should not be precluded from relying on Rule 12h-3 to suspend its duty to file with the Commission reports required under Section 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, including its annual report on Form 10-K for the year ended December 31, 2014. Subject to the Staffs concurrence with the request set forth in this letter, the Company intends to file a Form 15 pursuant to Rule 12h-3 to suspend its reporting obligations under Section 15(d) of the Exchange Act prior to March 31, 2015, the date that the Company's Form 10-K for the year ended December 31, 2014 otherwise would be due. The Form 15 will include an explanatory note indicating that the suspension of reporting obligations under Section 15( d) of the Exchange Act is pursuant to Rule 12h-3(b)(l)(i) and the no-action relief provided by the Staff. Except as otherwise set forth herein, the information in this letter regarding the Company has been provided to us by the Company. The Company has authorized us to make the statements set forth in this letter on its behalf. The Company will file with the Commission all required reports until the date the Company files with the Commission a Form 15 to suspend the Company's reporting obligations under Section 15(d) ofthe Exchange Act. W Y C HE PROFESSIONAL ASSOCIATION 44 East Camperdown Way, Greenville, SC 29601- 3512