2305008 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thu rs day, May 25, 2023 11 :32 AM
To: 	Walsh, Ka t hryn E.; Berg, Ka ren E.; Musick, Vessel ina; Sheinberg, Samuel I. ; Six, Anne; Wh itehead, No ra;
Fetterman, Michelle
Subject: 	FW: Vot ing Securities
UTC-05:00) Ea stern nme (US & Canada)
Subject: RE: Voting Secu ri ties
Yes, these would be consider ed "vot ing securities." The 801.12 calculat i on is not affected by a voti ng agreement.
-Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202- 326-2388 I kshaf fer@ftc.gov
(UTC-05:00) Eastern nme (US & Canada)
To: HSRHe lp < HSRHelp @ftc.gov>
Subject: Voting Secu ri ties
Good morn ing,
In a financing round, Co mpan y X wi ll issue preferred shares ("S er ies BShares") that have the right to vote for the
elect ion of the Series B directors. Investor Y will invest and acquire Se ries B Shares of Company X valued in excess of the
c urrent si ze of transaction thresho ld. However, Investor Y wi ll al so enter i nto a voti ng agreement to vote their sh ares in
favor of directors that have been designated by another investor ("Investor Z") wi th respect to the Series B directors. In
li ght of the voting agreement under w hi ch Investor Y does not itself choose who to vot e for, are the Series B Shares
acquired by Investor Y considered "voting securit ies"?
Thank yo u,
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thu rsda , Ma 	25, 2023 11:31:59 AM
To:
Cc: 	e p < 	e p 	c.gov>
From:
Sent: 	urs ay, 	ay 	,
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