SEC Division of Corporation Finance no-action letter: PG&E Fire Victim Trust

Re: Securities Exchange Act of 1934, Rule 16a-2(d)(1) Electronically Transmitted United States Securities and Exchange Commission Office of Chief Counsel Washington D.C. Attn: David Fredrickson, Esq. Dear Mr. Fredrickson, On behalf of PG&E Fire Victim Trust, a Delaware statutory trust (the “Trust”), we hereby request that the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provide interpretive guidance regarding the availability to the Trust of the temporary exemption from Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and Section 16 thereof “Section 16”), contained in Rule 16a-2(d)(1) thereunder (“Rule 16a-2(d)(1)”). More particularly, we respectfully request that the Staff confirm our opinion that the Trust, when engaging in transactions in equity securities of PG&E Corporation, a California corporation (“Parent”), may be considered to be acting as a “fiduciary in a similar capacity” within the meaning of clause (iv) of Rule 16a-2(d)(1). Accordingly, such transactions are exempt from Section 16 during the twelve-month period following the Trust’s appointment and qualification. SUMMARY As explained in further detail in the remainder of this letter:

1. The Trust was created under the authority of, and is supervised by, the federal bankruptcy Court
   overseeing the voluntary reorganization proceedings instituted by Parent and its principal operating subsidiary (together, the “Debtors”).
2. In order to facilitate the emergence of the Debtors from bankruptcy, the Trust assumed all
   liabilities of the Debtors to the victims of certain fires, and was funded by the Debtors primarily with cash and shares of Parent’s common stock (“Common Stock”) which are registered for trading on The New York Stock Exchange.
3. The number of shares of Common Stock received by the Trust (substantially in excess of 10% of
   all Common Stock outstanding) made it subject to the provisions of Section 16.
4. Rule 16a-2(d)(1) temporarily exempts from the application of Section 16 transactions by persons
   or entities authorized by law to administer the estates or assets of others, and expressly includes among such persons or entities executors, receivers, trustees in bankruptcy, conservators and liquidating agents, as well as a “[f]iduciary in a similar capacity.”