UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal
year ended: December 31, 2019
001-32824
(Commission file number of issuing entity)
PPLUS TRUST SERIES RRD-1
(Exact name of issuing entity)
0001354371
(CIK number of issuing entity)
333-116208
(Commission file number of depositor)
MERRILL LYNCH DEPOSITOR, INC.
(Exact name of depositor as specified in its charter)
0001040240
(CIK number of depositor)
MERRILL LYNCH DEPOSITOR, INC.
(Exact name of sponsor as specified in its charter)
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) |
Registrants telephone number, including area code: (646) 855-6745
Securities registered pursuant to Section 12(b) of the Act:
PPLUS Trust Certificates Series RRD-1, listed on The New York Stock Exchange.
Trading Symbol: PYS
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
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).
Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of large accelerated filer, accelerated filer, smaller
reporting company and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer o
Accelerated filer o
Non-accelerated filer þ
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrants most recently
completed second fiscal quarter.
Not Applicable.
Indicate the number of shares outstanding for each of the registrants classes of common stock, as
of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
PART I
Item 1B. Unresolved Staff Comments
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers)
Item 1115(b) of Regulation AB. Certain Derivative Instruments (Financial Information)
Item 1117 of Regulation AB. Legal Proceedings
PART II
Item 9B Other Information
PART III
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
PART IV
Item 15.Exhibits, Financial Statement Schedules
SIGNATURES
EX-31.1: CERTIFICATION
EX-33.1: REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA
EX-34.1: ATTESTATION REPORT
EX-35.1: SERVICER COMPLIANCE STATEMENT
PART I
The following items have been omitted in accordance with general instruction J to Form 10-K:
(A) |
|
Item 1, Business. |
|
(B) |
|
Item 1A, Risk Factors. |
|
(C) |
|
Item 2, Properties. |
|
(D) |
|
Item 3, Legal Proceedings. |
|
(E) |
|
Item 4, RESERVED. |
Item 1B. Unresolved Staff Comments
None.
Substitute information provided in accordance with general instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
The underlying securities issued by R.R. Donnelley & Sons Company (the underlying securities
issuer or the significant obligor) constitute the only pool assets held by PPLUS Trust Series
RRD-1. Pursuant to Item 1100(c)(2) of Regulation AB, financial information relating to the
significant obligor is not included in or incorporated by reference into this annual report on
Form 10-K. For information with respect to the underlying securities held by PPLUS Trust Series
RRD-1, please refer to R.R. Donnelley & Sons Companys (Commission file number 001-04694) periodic
reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, and other information on file with the Securities and Exchange Commission (the
SEC). You can read and copy these reports and other information at the public reference
facilities maintained by the SEC at Room 1580, 100 F Street, NE, Washington, D.C. 20549. You may
obtain copies of this material for a fee by writing to the Public Reference Section of the
SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information about the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access some of
this information electronically by means of the SECs website on the Internet at
http://www.sec.gov, which contains reports, proxy and information statements and other information
that the underlying securities issuer has filed electronically with the SEC.
Although we have no reason to believe the information concerning the underlying securities or the
underlying securities issuer contained in the underlying securities issuers Exchange Act reports
is not reliable, neither the depositor nor the trustee participated in the preparation of such
documents, or made any due diligence inquiry with respect to the information provided therein. No
investigation with respect to the underlying securities issuer (including, without limitation, no
investigation as to its financial condition or creditworthiness) or of the underlying securities
has been made. You should obtain and evaluate the same information concerning the underlying
securities issuer as you would obtain and evaluate if your investment were directly in the
underlying securities or in other securities issued by the underlying securities issuer. There
can be no assurance that events affecting the underlying securities or the underlying securities
issuer have not occurred or have not yet been publicly disclosed which would affect the accuracy
or completeness of the publicly available documents described above.
3
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain
Derivatives Instruments (Information Regarding Significant Enhancement Providers)
Not
Applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information)
Not
Applicable.
Item 1117 of Regulation AB. Legal Proceedings
None.
PART II
The following items have been omitted in accordance with general instruction J to Form 10-K:
(A) |
|
Item 5, Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
|
(B) |
|
Item 6, Selected Financial Data. |
|
(C) |
|
Item 7, Managements 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. |
Item 9B Other Information
None.
PART III
The following items have been omitted in accordance with general instruction J to Form 10-K:
(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. |
Substitute information provided in accordance with general instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
None.
4