David Becker, General Counsel

July 29, 2021

David Becker, General Counsel

Equiniti Trust Company

275 Madison Avenue, 34th Floor

New York, NY 10016

Re:

Request for No Action Relief from Section 17A of the Securities Exchange

Act of 1934 and Rules 17f-1 and 17Ad-19 thereunder

Dear Mr. Becker:

In your letter dated July 19, 2021, you request that the staff of the Division of

Trading and Markets (“Staff”) of the U.S. Securities and Exchange Commission

(“Commission”) grant no-action relief from Section 17A of the Securities Exchange Act

of 1934, as amended (“Exchange Act”) and the Rule 17f-1 Requirements for Reporting

and Inquiry with Respect to Missing, Lost, Counterfeit or Stolen Securities and Rule

17Ad-19 Requirements for Cancellation, Processing, Storage, Transportation, and

Destruction, or Other Disposition of Securities Certificates, in connection with the

administration by Equiniti Trust Company (“EQ”), a registered transfer agent, and

General Electric Corporation, a publicly traded issuer client of EQ (“GE”), of certain

exchanges of shares related to the reverse stock split of GE described in your letter (“GE

Reverse Split”).

Response:

On the basis of the facts and representations contained in your letter, the Staff will

not recommend enforcement action to the Commission under Exchange Act Section 17A,

including under Rules 17f-1 and 17Ad-19 thereunder, against EQ or GE if EQ and GE

conduct the exchanges of shares in connection with the GE Reverse Split in the manner

and subject to the conditions and procedures described in your letter.

The position of the Staff is based strictly on the facts, circumstances, and

conditions discussed in your letter, and any different facts, circumstances, and conditions

might require a different response. This response expresses the Staff’s position on

enforcement action only and does not purport to express any legal conclusions on the

questions presented. The Staff expresses no view with respect to any other questions that

the proposed activities may raise, including the applicability of any other federal or state

laws. This position is subject to modification or revocation by the Staff at any time.

Sincerely,

/s/

Moshe Rothman

Assistant Director

Equiniti Trust Company

275 Madison Avenue

34th Floor

New York, NY 10016

July 19, 2021

Moshe Rothman

Assistant Director

Division of Trading and Markets

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Request for No Action Relief from Section 17A of the Securities Exchange Act of

1934, as amended ("Exchange Act") and Rules 17/-1 and 17Ad-19 thereunder

Dear Mr. Rothman:

On behalf of Equiniti Trust Company ("EQ"), a registered transfer agent, and General Electric

Corporation, a publicly traded issuer client of EQ ("GE"), we are writing to request that the

Division of Trading and Markets staff ("Staff") of the United States Securities and Exchange

Commission ("Commission" or "SEC") confirm that it would not recommend enforcement action

against EQ or GE for violation of Section 17A of the Securities Exchange Act of 1934, as amended

("Exchange Act") and specifically, the Rule 17f-1 Requirements for Reporting and Inquiry with

Respect to Missing, Lost, Counterfeit or Stolen Securities and Rule 17Ad-19 Requirements for

Cancellation, Processing, Storage, Transportation, Destruction, or Other Disposition of Securities,

in connection with their administration of certain exchanges of shares related to GE's reverse

stock split. GE has expressed a desire to engage in reverse stock splits whereby holders of shares

of GE would, depending on the issuer involved, receive one share of a new security issued by the

company in exchange for shares currently held. In connection therewith, for the convenience of

both the shareholders and the company, GE has expressed a desire to automatically cancel the

share certificates and place the new position into the Direct Registration System ("DRS") for

certain shareholders with an account value of $2,000, calculated using the closing price on the

primary market where the security is traded, on the effective date of the transaction, in lieu of

the standard Letter of Transmittal process, and in view of the controls in place to prevent abuse.

Moshe Rothman

July 19, 2021

Page 2

Example of an EQ Client Currently Contemplating a Reverse Stock Split

Shareholders whose current holdings entitle them to cash in lieu rather than shares

The GE reverse stock split contemplates that a shareholder holding eight or more shares would

receive one share of the new security for every eight held, with any fractional shares remaining

paid out as cash in lieu of the security. Holders of less than eight shares would receive cash in lieu

of the securities held at the time of the reverse split.

Shareholders holding certificates

The following actions have been approved by a vote of the shareholders of GE.

•

All shareholders holding physical stock certificates valued over $2,000 would receive a Letter

of Transmittal with the instructions governing the reverse split. Shareholders holding physical

stock certificates valued over $2,000 would be requested to submit their existing shares to

EQ, serving as exchange agent, and the existing shares and certificates would be cancelled.

ORS shares would be issued for the new share amount and a statement reflecting the new

DRS shares, along with any payment for fractional shares created after the exchange, would

be mailed to the shareholder.

•

Shareholders with an account value of $2,000 or less but more than eight shares would be

informed that their shares would be automatically exchanged without the need for them to

return their old certificates. Shareholders with shares that are automatically exchanged

would be provided with the appropriate number of new DRS shares, as well as payment for

any fractional shares. These shareholders would also receive a recommendation that they

either mark their certificates as "Cancelled" or that they physically destroy their certificates,

which would help to ensure that these certificates are not confused with valid certificates.

•

Because the issuer will only be issuing whole shares after the reverse split, those shareholders

who hold fewer than eight shares at the effective date of the reverse split would receive cash

in lieu of a fractional share.

All certificates, whether submitted or not, would be cancelled on the books and records of the

transfer agent, and the Securities Information Center ("SIC") would be notified of the

cancellation. As described above, a recommendation would also be made to these shareholders

that they either mark the certificate as Cancelled or that they physically destroy the certificate.

If a shareholder does not cash the check paid in lieu of fractional shares, EQ would make all

reasonable efforts to locate that shareholder in accordance with Exchange Act Rule 17Ad-17.

Moshe Rothman

July 19, 2021

Page 3

The automatic cancellation of the share certificates and placement of the new position into the

DRS for shareholders with an account value of $2,000 or less but more than eight shares was

clearly described as a potential course of action in the reverse stock split proposal approved by

shareholders in May 2021.

As required by the Operational Agreement with the Depository Trust and Clearing Corporation

(DTCC), EQ would include the OTCC in the process to ensure that all non-registered holders are

also advised of the reverse split. In accordance with existing practices, DTCC would be provided

with new shares and cash in lieu of fractional shares.

Benefits to Shareholders and Issuers

The purpose of automatically cancelling the share certificates and placing the new position into

the DRS for shareholders with an account value of $2,000 or less but more than eight shares

would be the convenience of the shareholders and the issuers. For the shareholders, it would

mean fewer mailings and less responsibility to submit paperwork. Also, because the exchange

would occur on the effective date of the reverse split, there would be no delays in processing,

and dividends would be received when paid and not accrued until after the exchange occurs. For

the issuers, it would mean a reduction in delays in processing and completing the corporate

action and reduced costs because multiple mailings would not be necessary. It has been the

experience of EQ that shareholders holding smaller numbers of shares often require multiple

mailings and communications before their shares are submitted for processing. For example, in

one recent reverse split situation, a majority (51%) of the shareholders holding less than $3,000

in value were not processed until more than 90 days after the effective date, and this was only

after three separate mailings to these shareholders.

Historically, EQ as exchange agent would mail Letters of Transmittals to shareholders requesting

that all shareholders return their stock certificates in order to receive the new shares, along with

the payment for fractional shares. After a period of time, usually 3-6 months, EQ would send a

second Letter of Transmittal to those shareholders who did not respond to the initial mailing,

requesting the stock certificates be returned in order for the shares to be exchanged. A third

Letter of Transmittal may be mailed 3-6 months after the second mailing to shareholders who

have still not responded, as per the issuer's instructions. Any dividend payment during this time

would be held as accrued dividends until the old physical certificates are submitted for exchange.

Once exchanged for the new shares, the accrued dividend would be paid. This also follows the

industry practice and required accrued dividend payment through the DTCC for any old

certificates deposited to a broker or bank custodian via the DTCC. Generally, a year after the

reverse stock split's effective date, the issuer would engage with EQ in what the industry refers

to as an "unexchanged shareholder clean-up program" to continue to reach out to shareholders

requesting they submit their old stock certificates to complete the reverse stock split for these

shareholders.

Moshe Rothman

July 19, 2021

Page 4

Analysis of$2,000 Threshold

We have performed an analysis of the holders of the client currently looking to automatically

cancel certain share certificates and place the new position into the DRS. This analysis represents

the registered accounts holding physical stock certificates valued up to $1,000 and $2,000. The

analysis demonstrates that the difference between holders of $1,000 in share value and $2,000

in share value does not significantly change the number of impacted holders, although the total

number of shares is impacted. In this example, the value of the holdings was assessed as of the

closing price of the issuer in question on March 16, 2021.

Value Below "X"

Accounts

Certificates

$1,000

$2,000

92,055

113,683

185,926

245,858

Total

Certificate Shares

Total

Book Shares

1,799,053

4,158,738

27,744,664.71

51,931,074.77

Because the number of impacted accounts does not significantly increase as the value moves

from $1,000 to $2,000, we believe that using a value of $2,000 strikes an appropriate balance of

providing the issuer, and its shareholders, with the most impactful solution while not greatly

increasing the number of impacted shareholders.

Controls in Place to Protect Issuers and Shareholders

It is our belief that the controls in place around the negotiability of the certificates are sufficient

to prevent wrongdoing with respect to the automatic cancelling of certain share certificates and

placement of the new position into the DRS. As discussed above, the certificates will be marked

as cancelled on the books and records of the transfer agent and the SIC would be notified that

the particular certificate numbers have been cancelled. By taking these steps, any individual or

entity that is approached about these certificates would be able to check through either the

transfer agent or the SIC on the status of these certificates. That individual or entity would be

advised that the certificates are cancelled, and would thus be on notice to avoid entering into

any transactions involving those certificates. Any certificates that are submitted to the exchange

agent or to the transfer agent following the exchange would immediately be confiscated and the

submitter would be advised that the certificate is no longer valid due to the exchange and

provided information about the issuance of the new shares and the date of issuance.

Moshe Rothman

July 19, 2021

Page 5

Conclusion

Accordingly, we request that the Division of Trading and Markets confirm that it would not

recommend enforcement action against EQ or GE for violation of Section 17A of the Exchange

Act, and specifically, the Rule 17f-1 and Rule 17Ad-19 requirements referred to above, in

connection with their administration of certain exchanges of shares related to the clients' reverse

stock splits if such actions are taken in accordance with the terms of the procedures outlined in

this request.

If you have any questions regarding this request, please feel free to contact David Becker at

david.becker@eguiniti.com or 347 640-1017, or Katie Sevcik at katie.sevcik@eguiniti.com or 651

450-4190.

Respectfully submitted,

David L. Becker

General Counsel