1905003 Informal Interpretation

1
Sheinberg, Samuel I.
From:
Sent: 	Thursday, May 30, 2019 3:03 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Biagioli, Kimberley; Carson, Timothy; Sheinberg,
Samuel I.; Whitehead, Nora
Subject: 	FW: Quick Item 4(c)/(d) question
From: Six, Anne
Sent: Thursday, May 30, 2019 3:03:21 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: FW: Quick Item 4(c)/(d) question
Parent cannot cross‐reference but can limit its response to documents created in connection with the backside
transactions.
Anne
From:
Sent: Thursday, May 30, 2019 12:36:17 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: Quick Item 4(c)/(d) question
Dear all, we would be grateful for your thoughts:
 	Company A, which is controlled by Parent, plans to acquire Company B (the “Transaction”). An HSR filing will be
submitted for the Transaction.
 	Company B Shareholders will receive voting securities of Company A as consideration for the
Transaction. Some of these shareholders will need to submit back‐side HSR filings for their acquisition of
Company A voting securities.
In Parent’s HSR filing as the Acquired Person, can Parent cross‐reference the Item 4(c) and Item 4(d) documents that
were submitted by both parties in connection with the Transaction? If they need to be reproduced, can Parent limit the
Item 4(c) and Item 4(d) documents it produces to those created specifically in connection with the Company B
Shareholder’s acquisition of Company A voting securities (if any)?

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Thank you.
.