SEC Division of Corporation Finance no-action letter: Sun Microsystems, Inc.

Sun Microsystems, Inc. requests confirmation that updating its Registration Statements during fiscal 2010 pursuant to Section 10(a)(3) of the Securities Act does not preclude reliance on Rule 12h-3 under the Exchange Act to suspend reporting duties for Common Stock, Convertible Notes, and Deferred Compensation Obligations. The request follows a merger with Oracle Corporation completed in January 2010, which resulted in the conversion of all outstanding securities into cash or Oracle equity, leaving only Oracle as the record holder. Sun intends to file Form 15 on February 5, 2010, to deregister the Common Stock under Section 12(g), thereby suspending Section 13(a) reporting obligations immediately upon filing.

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