SEC Division of Corporation Finance no-action letter: Rule 144(d)(1) Up-C Structure

990001-0001-02536-Active.19544222.17
Securities Act of 1933
Section 5
Rule 144
October 28, 2016
VIA ELECTRONIC SUBMISSION
David Fredrickson, Chief Counsel
Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Request for Rule 144 Interpretive Guidance Dear Mr. Fredrickson:
We are seeking interpretive guidance with respect to the application of Rule 144 under the Securities Act of 1933 (the “Securities Act”) to the exchange of units (“OP Units”) in an umbrella tax partnership (the “OP”) for shares (“Corporation Shares”) of the parent corporation (the “Corporation”) in an UP-C structure as described below. More specifically, we request that the staff of the Division of Corporation Finance (the “Staff”) concur with our view that, under the facts described in this letter, the Rule 144(d) holding period for Corporation Shares acquired upon an exchange of OP Units for such Corporation Shares commences upon the holder’s acquisition of (including payment of the full consideration for such OP Units under Rule 144(d)(1)) the OP Units. 1 Our request for guidance is limited to the UP-C structure described herein and does not extend generally to other situations where a security is exchangeable for the security of another issuer. UP-C Structure