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

Securities Exchange Act of 1934
Sections 13(a) and 15(d)

August 11, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance


Re: Sooner Holdings, Inc.
Incoming letter dated August 11, 2014

Based on the facts presented, the Division will not object if Sooner Holdings does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its quarterly report on Form 10-Q for the quarter ended June 30, 2014. In reaching this position, we particularly note the following:

  • Sooner Holdings' stockholders approved and adopted the Plan of Dissolution;
  • Sooner Holdings will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
  • Sooner Holdings will file a final report on Form 8-K and a Form 15 when the dissolution is complete;
  • Sooner Holdings is current in its reporting obligations under the Exchange Act;
  • Sooner Holdings filed its Certificate of Dissolution with the Delaware Secretary of State and the effective date of the dissolution was June 11, 2014;
  • There is no trading in Sooner Holdings' securities; and
  • Sooner Holdings' transfer agent has closed Sooner Holdings' stock transfer books and discontinued recording transfers of Sooner Holdings' stock.

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 conclusions on the questions presented.


Raymond A. Be
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/12/2014