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U.S. Securities and Exchange Commission

Securities Act of 1933
Rule 144

November 1, 2016

Response of the Office of Chief Counsel
Division of Corporation Finance


Rule 144(d)(1) Up-C Structure
Incoming letter dated October 28, 2016

Based on the specific facts and representations in your letter, and without necessarily agreeing with your analysis, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

For purposes of Rule 144(d)(1) under the Securities Act of 1933, the holding period for the Corporation Shares issued in the transactions described in your letter commenced upon the acquisition of the OP Units. In reaching this conclusion, we note in particular your representations that the OP Unitholders paid the full purchase price for the OP Units at the time they were acquired from the OP; the Up-C Governing Documents contemplate and provide the terms for the exchange of OP Units for Corporation Shares such that the OP Unitholder has the same economic risk as if it were a holder of the Corporation Shares during the entire period it holds the OP Units; and no additional consideration is paid by the OP Unitholders for the Corporation Shares.

Because this position is based upon the representations made in your letter, any different facts or conditions might require the Division to reach a different conclusion.


David Fredrickson
Chief Counsel and Associate Director

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 11/02/2016