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Securities and Exchange Commission August 17, 2020 Page 2 | |  |
| impact that selling shares under Form S-8 (333-63361) and Form S-8 (333-115623), both of which were effective prior to December 8, 2011, have on that qualification. Please refer to Question 2 of “Jumpstart Our Business Startups Act Frequently Asked Questions” available at https://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm for further guidance. |
RESPONSE: Pinnacle respectfully submits that it qualifies as an EGC pursuant to Question 54 of the Jumpstart Our Business Startups Act (the “JOBS Act”) Frequently Asked Questions issued by the Division of Corporation Finance (the “FAQs”).
The Staff correctly notes that Pinnacle filed two registration statements on Form S-8 prior to December 8, 2011, the effective date for EGC status determinations under the JOBS Act. Pinnacle offered shares of stock under its 1997 Incentive Stock Plan pursuant to a registration statement on Form S-8 (333-63361) and its 2004 Incentive Stock Plan pursuant to a registration statement on Form S-8 (333-115623).
From 1998 to 2012 Pinnacle’s common stock was registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Pinnacle filed periodic and current reports with the Securities and Exchange Commission (the “Commission”) pursuant to Sections 12 and 15(d) of the Exchange Act.
The JOBS Act was enacted on April 5, 2012 and, among other changes, reduced the thresholds for reporting companies to deregister their common stock under Section 12(g) of the Exchange Act. As a result of the JOBS Act, Pinnace became eligible to deregister its common stock and began that process in September 2012 by filing a Form 15 pursuant to Rule 12g-4(a)(l), which terminated the registration under Section 12 of Pinnacle’s common stock.
In December 2012, Pinnacle still had three effective registration statements: the two registration statements on Form S-8 discussed above, and a registration statement on Form S-3D (333-69321) with respect to Pinnacle’s Amended and Restated Dividend Reinvestment Plan (the “DRIP”). On December 20, 2012, Pinnacle filed a post-effective amendment with respect to each of its registration statements on Form S-8, in each case to terminate the registration statement and to deregister all shares of Pinnacle’s common stock that remained unissued under the stock incentive plans, and with respect to its registration statement on Form S-3D to terminate the registration statement of the DRIP and deregister all shares of Pinnacle’s common stock that remained unissued under the DRIP.
As of January 1, 2013, Pinnacle was a bank holding company with approximately 355 holders of record with no effective registration statements under the Securities Act of 1933, as amended (the “Securities Act”) filed with the Commission. On January 2, 2013, Pinnacle filed a Form 15 pursuant to Rule 15d-6 which, pursuant to Section 15(d)