SECURITIES AND EXCHANGE COMMISSION
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
(Commission file number of issuing entity)
0001354371
(CIK number of issuing entity)
(Commission file number of depositor)
0001040240
(CIK number of depositor)
0001040240
(CIK number of sponsor)
New York (State or other jurisdiction of incorporation or organization of the issuing entity) | 13-3891329 (I. R. S. Employer Identification No.) |
One Bryant Park, 4th FL New York, NY (Address of principal executive offices of the issuing entity) | 10036 (Zip Code) |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Item 1B. Unresolved Staff Comments
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
Item 1115(b) of Regulation AB. Certain Derivative Instruments (Financial Information)
Item 1117 of Regulation AB. Legal Proceedings
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
Item 1123 of Regulation AB. Servicer Compliance Statement
Item 15.Exhibits, Financial Statement Schedules
EX-33.1: REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA
EX-35.1: SERVICER COMPLIANCE STATEMENT
(A) | Item 1, Business. | |
(B) | Item 2, Properties. | |
(C) | Item 3, Legal Proceedings. | |
(D) | Item 4, Mine Safety Disclosures. |
THE UNDERLYING SECURITIES ISSUER HAS CEASED TO BE A REPORTING COMPANY.
On March 15, 2022, R.R. Donnelly & Sons Company, the issuer of the Underlying Securities, filed a Form 15 “A Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934”. This is the last periodic report on file with the Securities and Exchange Commission for R.R. Donnelly & Sons Company. As a result of such event, The Bank of New York Mellon, as Trustee for the Trust was directed under Section 3.04 of the Standard Terms and the definition of Distribution Election under the Series Supplement to distribute the principal amount of Underlying Securities pro rata to the Certificateholders. On March 29, 2022, the Trustee began making distributions of the Underlying Securities upon presentation of the Certificates for cancellation. The Trust will terminate following the distribution of all Underlying Securities. As of this date, the distributions are still ongoing and the Trust has not yet been terminated. For more information regarding this matter or for how to surrender your Certificates, please see:
• | Current report on Form 8-K filed by the Depositor with the SEC on March 28, 2022. |
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(A) | Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
(B) | Item 6, Selected Financial Data. | |
(C) | Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
(D) | Item 7A, Quantitative and Qualitative Disclosures About Market Risk. | |
(E) | Item 8, Financial Statements and Supplementary Data. | |
(F) | Item 9, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | |
(G) | Item 9A, Controls and Procedures. |
(A) | Item 10, Directors, Executive Officers and Corporate Governance. | |
(B) | Item 11, Executive Compensation. | |
(C) | Item 12, Security of Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |
(D) | Item 13, Certain Relationships and Related Transactions, and Director Independence. | |
(E) | Item 14, Principal Accounting Fees and Services. |
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The Bank of New York Mellon (in its role as trustee) has been identified by the registrant as participating in the servicing function with respect to the asset pool held by the PPLUS Trust Series RRD-1 (the “Servicing Party”). The Servicing Party has completed a report on assessment of compliance with the servicing criteria applicable to it (a “Servicing Report”), which Servicing Report is attached as Exhibit 33.1 to this Form 10-K. The Servicing Party has provided an attestation report (an “Attestation Report”) by KPMG LLP, Independent Registered Public Accounting Firm, which report is attached as Exhibit 34.1 to this Form 10-K.
While Regulation AB does not contemplate identifying noncompliance on an individual transaction basis, the Servicing Party has confirmed to the Registrant that no instances of noncompliance with Regulation AB were discovered with respect to the PPLUS trust series that were part of the statistical sample used in preparing the Servicing Report. The Servicing Party has informed the Registrant that the Servicing Party cannot provide any assurances that had an analysis been done of each and every transaction included in the platform (including all PPLUS trust series forming part of the platform), that instances of noncompliance would not have been discovered. However, the Servicing Party has informed the Registrant that it has no reason, based on the sampling and analysis done, to believe that there are any instances of noncompliance with those PPLUS trust series that were not part of the sampling procedures.
(b) | Exhibits |
(c) | Financial Statement Schedules |
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MERRILL LYNCH DEPOSITOR, INC. | ||||
Date: March 30, 2022 | By: | /s/ Matthew J. Nelson | ||
Name: | Matthew J. Nelson | |||
Title: | President |
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