Securities Exchange Act of 1934
Sections 12(g) and 13(a)

November 13, 2018

Response of the Office of Chief Counsel
Division of Corporation Finance

Thomas S. Ward
Wilmer Cutler Pickering Hale and Dorr LLP
60 State St.
Boston, MA 02109

Dear Mr. Ward:

We are responding to your request dated November 8, 2018.  Unless otherwise noted, capitalized terms in this letter have the same meaning as in your request.

Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Liquidating Trust, in reliance on your opinion of counsel that the Liquidating Trust is not an issuer of "equity securities" within the meaning of Section 12(g) of the Exchange Act, operates as described in your letter without compliance with the registration and reporting requirements of the Exchange Act.

In arriving at this position, we note that:

• the Company's shareholders approved the sale of the Company's assets and a dissolution and liquidation of the Company;
   
• prior to its dissolution, the Company was current in its reporting obligations under the Exchange Act;
   
• the Company filed a Certificate of Dissolution with the State of Delaware that became effective on September 25, 2018;
   
• the beneficial interests in the Liquidating Trust are not transferable or assignable except by will, intestate succession, or operation of law;
   
• the beneficial interests in the Liquidating Trust are not and will not be represented by certificates;
   
• the purpose of the Liquidating Trust is to liquidate and distribute the assets transferred to it;
   
• the Liquidating Trust will terminate upon the earlier of the distribution of all of its assets in accordance with the terms of the Liquidating Trust Agreement or September 5, 2021;
   
• neither the Trustee, the Liquidating Trust, the Company nor any of their affiliates will take any actions to facilitate or encourage any trading in the beneficial interests in the Liquidating Trust or any instrument or interest tied to the value of the beneficial interests in the Liquidating Trust;
   
• the Trustee will file annual reports containing unaudited financial statements and certain other information on Form 10-K and will file current reports on Form 8-K; and
   
• the Form 10-K will include as an exhibit a certification in the form set forth in your letter.

This position is based on the representations made to the Division in your request.  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 conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2018/fsp-303-east-wacker-drive-corp-liquidating-trust-111318-12gh.htm