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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

November 26, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


Gastar Exploration, Inc. and Gastar Exploration USA, Inc.
Incoming letter dated November 26, 2013

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 Gastar Delaware and Gastar USA, in reliance on your opinion of counsel that the Merger is not required to be registered under the Securities Act, effect the Merger without registration under the Securities Act;
  • The Merger will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and Gastar USA will be an "accelerated filer" for purposes of Rule 12b-2 under the Exchange Act;
  • The Division will not object if Gastar USA, as successor to Gastar Delaware, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Gastar Delaware Registration Statements, provided that Gastar USA adopts the Gastar Delaware Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act;
  • The holders of Gastar USA restricted stock may take into account the period that they held Gastar Delaware or Gastar Ltd. restricted stock in determining whether they have complied with the holding period requirements of Rule 144(d)(1)(i);
  • Average weekly reported trading volume in Gastar Delaware common stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e); and
  • The actions to be taken by Gastar USA to assume the LTIP do not constitute actions that require the disclosure of information required by Item 10 of Schedule 14A.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


Matt S. McNair
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/02/2013