U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

February 13, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


Fenwick & West LLP
Incoming letter dated February 7, 2012

Based on the facts presented, the Division will not object if a Company does not comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934 with respect to restricted stock units granted and to be granted pursuant to a written compensatory equity incentive plan in the manner and subject to the terms and conditions set forth in your letter. This position will remain in effect until the Company otherwise becomes subject to Exchange Act registration or reporting requirements with respect to any other class of its securities.

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, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.


Kim McManus
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 02/13/2012