the Securities Exchange Act of 1934
For the fiscal year ended: | Commission file number: | |
December 31, 2016 | 001-32247 |
DELAWARE (State or other jurisdiction of incorporation) | 13-3891329 (I. R. S. Employer Identification No.) |
ONE BRYANT PARK, 4th FL NEW YORK, NEW YORK (Address of principal executive offices) | 10036 (Zip Code) |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 4. MINE SAFETY DISCLOSURES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 10. DIRECTORS, EXECUTIVE OFFICERSAND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EX-99.1: TRUSTEE'S ANNUAL COMPLIANCE CERTIFICATE
2
• | whether an early termination payment is payable by the trust to the swap counterparty, | ||
• | the purchase price of trust certificates, | ||
• | when you acquire your trust certificates, | ||
• | whether the underlying securities issuer exercises its option to redeem the underlying securities, and | ||
• | whether the call warrant holders exercise their optional rights to purchase outstanding trust certificates. |
3
4
• | if a default occurs, the market value of the underlying securities may be adversely affected and the proceeds of their disposition may be lower than the aggregate present value or stated amount (if applicable) of the trust certificates; | ||
• | in either event, any distribution of funds or underlying securities by the trust to the trust certificateholders will be done in accordance with the allocation ratio as described in the applicable prospectus supplement relating to the trust certificates. The funds or aggregate principal amount of underlying securities you receive on that distribution may be less than the present value or stated amount (if applicable) of your trust certificates; and | ||
• | any such distribution of funds will be subject to the payment by the trust to the swap counterparty of any early termination payment. |
• | there is a payment default on any underlying securities, | ||
• | there is another type of default that accelerates the maturity of the underlying securities, or | ||
• | the underlying securities guarantor ceases to file Exchange Act reports. |
5
6
7
8
• | the purchase price you pay for your trust certificates; | ||
• | the interest rate on the trust certificates, which will be greater than or equal to 3.00% and will not exceed 8.00%; | ||
• | the performance of the underlying securities; | ||
• | whether the underlying securities issuer redeems, repurchases or repays the underlying securities before their maturity; | ||
• | whether the underlying security guarantor elects to defer interest payments on the underlying securities; | ||
• | whether the underlying securities issuer defaults under the underlying securities; | ||
• | the possibility that if there is a swap termination event that is not a trust termination event a fixed rate of 6.345% per annum will be payable on the trust certificates, instead of the floating rate distribution amount payable under the swap agreement; | ||
• | the possibility that the swap agreement may be terminated early in certain circumstances, resulting in the termination of the trust prior to its scheduled termination date; and | ||
• | whether the holder of the call options exercises its call options on your trust certificates. |
9
10
11
(a) | Securities Authorized For Issuance Under Equity Compensation Plans: None. | ||
(b) | Security Ownership Of Certain Beneficial Owners: None. | ||
(c) | Security Ownership Of Management: Not Applicable. | ||
(d) | Changes In Control: None. |
12
31.1. | Certification of the President of Registrant dated March 15, 2017, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016. | ||
99.1. | Trustee’s Annual Compliance Certificate dated February 28, 2017. | ||
99.2. | Report of PricewaterhouseCoopers LLP, Independent Accountants, dated March 7, 2017, Registrant’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 7, 2017 and PPLUS Minimum Servicing Standards. | ||
99.3. | Report of KPMG LLP, Independent Registered Public Accounting Firm, dated February 21, 2017, The Bank of New York Mellon’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated February 21, 2017 and PPLUS Minimum Servicing Standards. |
13
MERRILL LYNCH DEPOSITOR, INC. | ||||
Date: March 15, 2017 | By: | /s/ Mohammad N. Islam | ||
Name: | Mohammad N. Islam | |||
Title: | President |