Lehman Brothers Financial SA (LEHNQ)

[cottonisking]

Declared dividends for preferred stock LEHPQ and LBHGP were not paid on October 1, 2008. Therefore, the Plan Administrator is going to put their unpaid dividend payments into the Plan Trust as equity interest.

LEHPQ - claim # 18849
LBHGP - claim # 26910

**********Docket 34046**********

34046 01/18/2013 Motion for Omnibus Objection to Claim(s) : Three Hundred Ninety-Second Omnibus Objection to Claims (To Reclassify Proofs of Claim as Equity Interests) filed by Robert J. Lemons on behalf of Lehman Brothers Holdings Inc.. with hearing to be held on 2/28/2013 at 10:00 AM at Courtroom 601 (JMP) Responses due by 2/19/2013, (Lemons, Robert)



**************
Liquidation. Upon our voluntary or involuntary liquidation, dissolution or winding up, holders of the Preferred Stock are entitled to receive out of our assets that are available for distribution to stockholders, before any distribution is made to holders of common stock or other junior stock, a liquidation distribution in the amount of $1,000.00 per share of Preferred Stock, plus any declared and unpaid dividends, including, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current dividend period to the date of liquidation, without regard for any undeclared
S-6


--------------------------------------------------------------------------------




dividends. Distributions will be made pro rata as to the Preferred Stock and any other parity stock and only to the extent of our assets, if any, that are available after satisfaction of all liabilities to our creditors.

Ranking. The Preferred Stock:

•
will rank senior to Lehman Brothers Holdings' common stock, and any other capital stock of Lehman Brothers Holdings ranking junior to the Preferred Stock, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up; and


•
will rank equally with each other series of parity stock that Lehman Brothers Holdings has issued or may issue with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up.
The Preferred Stock ranks on an equal basis as to dividends and upon liquidation, dissolution or winding up with our 5.94% Cumulative Preferred Stock, Series C, 5.67% Cumulative Preferred Stock, Series D, 6.50% Cumulative Preferred Stock, Series F, Floating Rate Cumulative Preferred Stock, Series G, and 7.95% Non-Cumulative Perpetual Preferred Stock, Series J, which are currently outstanding, and will rank on an equal basis with our Non-Cumulative Perpetual Preferred Stock, Series H, and Non-Cumulative Perpetual Preferred Stock, Series I, when they are issued. We may from time to time, without notice to or consent from the holders of the Preferred Stock, create and issue additional shares of preferred stock ranking on an equal basis to the Preferred Stock as to dividends and upon liquidation, dissolution or winding up.

http://www.sec.gov/Archives/edgar/data/806085/000104746908004053/a2184062z424b2.htm