The staff of the Securities and Exchange Commission (the "SEC") issued a global no-action letter providing relief from the registration requirements of the Securities Exchange of 1934, as amended (the "Exchange Act"), for issuers reaching the holder of record registration threshold due to the issuance of restricted stock units ("RSUs"). RSUs generally represent the right to receive a number of shares of stock in the future, subject to certain conditions. These conditions may include time-based or performance-based vesting or the occurrence of an initial public offering or other significant event.

Under the Exchange Act, an issuer with assets in excess of $10 million and a class of equity securities held of record by 500 or more persons is required to register that class of equity securities under the Exchange Act. Issuers that have a class of equity securities registered under the Exchange Act are subject to, among other things, the Exchange Act's periodic and other reporting requirements.

Prior to the issuance of this global no-action letter, the staff of the SEC had granted no-action relief regarding the issuance of RSUs on an individual basis to issuers such as Facebook, Zynga and Twitter.

Fenwick & West LLP No-Action Letter (Feb. 13, 2012)