1207007 Informal Interpretation

801.2, 802.21
Michael Verne

1) I agree that this is
enough to constitute an acquisition of voting securities when the RSUs are
2) If the vesting is deferred
and the RSUs lose voting rights, they are no longer voting securities, but
are convertible to voting stock when they eventually vest.
3) If Step 1 was filed for,
as long as the vesting does not cross another threshold, the vesting would be
exempt under 802.21
K Walsh concurs.





Tuesday, July 17, 2012 2:52 PM


Verne, B. Michael


Question regard RSUs


Howshould the following series of events be treated in determining when anacquisition is, or acquisitions are, made:

1. Officer is granted restricted stock units in his companythat vest at a future date, but the RSUs include voting rights and rights todividends at the time of the grant. The RSU cannot be sold until they vest.

2. If the officer elects to defer vesting for whateverreason (usually tax reasons), while deferred, the RSUs lose voting rights andthe right to dividends! but do gain the right to dividend equivalents(essentially the cash equivalent to the dividends that would be paid had thevesting not been deferred). Since the RSUs have not vested, they cannot besold.

3. At the end of the deferral period, the RSUs vest, and theofficer gains voting rights, dividend rights, and the right to dispose of theshares.

AsI understand the PNO's position, the grant of R5Us described in #1 is an acquisitionof beneficial ownership in voting shares of the company. Would the deferralunder #2 be considered a disposition / loss of beneficial ownership thosevoting shares, with the result being that when the RSUs vest after deferral, itis another potentially reportable acquisition, of essentially the same shares?

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