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Securities Act of 1933
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Re: |
UnionBanCal Corporation |
Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.
The Division will not recommend enforcement action to the Commission if UnionBanCal makes the described awards of RSUs to its employees pursuant to the Plan without registration under the Securities Act in reliance on your opinion as counsel that such awards are not sales within the meaning of Securities Act Section 2(a)(3).
The Division is further of the view that the Shares distributed to participants pursuant to the Plan would not be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. In reaching this position, we note your representations that:
This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, the response regarding registration under the Securities Act expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.
Sincerely,
Charles Kwon
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2010/unionbancal110810-2a3.htm
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