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EX-99.1 - PROSPECTUS SUPPLEMENT - WIRELESS HOLDRS TRUSTss131907_ex9901-wireless.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________

Date of Report (Date of earliest event reported):  December 22, 2011

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Initial Depositor
(Exact name of Registrant as specified in its charter)

Wireless HOLDRS (SM) Trust
[Issuer with respect to the receipts]
 
 
Delaware
(State or other jurisdiction of incorporation)
001-16151
Commission File Number
13-5674085
(I.R.S. Employer Identification No.)
______________

One Bryant Park
New York, New York 10036
(Address of principal executive offices and zip code)

(212) 449-1000
(Registrant’s telephone number, including area code)
______________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 
 
 
Item 8.01 
Other Events

Termination

Pursuant to the notice given on November 22, 2011 by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Depositor, to The Bank of New York Mellon, as Trustee, the Wireless HOLDRS Trust will be terminated as of the Trustees close of business on December 23, 2011.

The Trustee disseminated the revised notice of termination to Cede & Co., the sole owner of the receipts issued by the Wireless HOLDRS Trust, on or around November 22, 2011.
 
Effect of Termination of the Wireless HOLDRS Trust
 
The following sequence of events will take place following the termination.  After the termination, the Wireless HOLDRS Trust will liquidate in accordance with its Depositary Trust Agreement.  Under that agreement:
 
 
·
No new Wireless HOLDRS will be issued and trading of these HOLDRS on the NYSE Arca will be permanently suspended after the close of trading on December 23, 2011.  No other listing will be made.
 
·
The Trustee will discontinue the registration of transfers of Wireless HOLDRS, suspend the distribution of dividends or other distributions to owners thereof, and will not give any further notices.
 
·
During the period following the termination in which the Trustee holds the underlying securities, owners of Wireless HOLDRS will have the right to withdraw the underlying securities evidenced by their Wireless HOLDRS, together with any dividends or other distributions or net proceeds from the sale of any rights or other property received with respect thereto, by delivering a round-lot or an integral multiple of a round lot of Wireless HOLDRS to the Trustee and paying the applicable taxes, other charges (if any) and Trustee’s fees.  The Trustee has advised that the fee will be up to $10.00 for each round-lot of 100 Wireless HOLDRS or portion thereof.
 
·
After a period of four (4) months following the termination, the Trustee has the right to sell the underlying securities then held by the Wireless HOLDRS Trust and, when exercised, will thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the owners of Wireless HOLDRS that have not theretofore been surrendered.  At such time owners of outstanding Wireless HOLDRS will become general creditors of the Trustee with respect to such net proceeds.  The Trustee has announced it has decided to extend the period during which owners of HOLDRS may surrender their HOLDRS and request delivery of the underlying securities from four (4) months to twelve (12) months following the termination.
      
 
Item 9.01 
Financial Statements and Exhibits

 
(d) 
Exhibits
 
 
99.1
Wireless HOLDRS Trust Prospectus Supplement dated December 22, 2011, to Prospectus dated March 15, 2011.
 
 
 
 
 
 
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
 
       
         
Date:  December 22, 2011
 
By:
/s/ Liam B. O’Neil
 
   
Name:
Liam B. O’Neil
 
   
Title:
Managing Director
 
         
 
 
 
 
 
 

 
 
EXHIBIT INDEX

Number and Description of Exhibit

 
(99.1)
Wireless HOLDRS Trust Prospectus Supplement dated December 22, 2011, to Prospectus dated March 15, 2011.