2203002 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRH elp
Sent: 	Thursday, March 24, 2022 2:46 PM
To: 	Walsh, Ka th ry n E. ; Ber g, Ka re n E. ; Shaffer, Kristin; Sheinber g, Samuel I. ; Si x, Anne; Whiteh ead, No ra
Subject: 	FW : Inqui ry: 802.21 applicability to spouse
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Thursday, March 24, 2022 2:45:55 PM (UTC-05:00) Eastern Time ( US & Canada)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: Inquiry: 802.21 applicability to spouse
Yes, the exemption appli es under the circumstances you have described. Thanks for checking.
•Best,
Vesse li na
Vesselina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct +1 2 0 2 .3 2 6 .2 307 I Email: vmusick@ftc.gov Iwww.ftc.gov
From:
Sent: 	urs ay, 	arc 	, 	TC-05:00) Eastern Time (US & Canada)
To: HSRHe lp < HSRHelp@ftc.gov>
Subject: Inquiry: 802.21 applicability to spouse
Hi PNO :
I w rite w ith a question about PNO's current position on the applicabili ty of 802.21 to a natural person w hose spouse
previously fi led HSR for the acquisition of vot ing securities. Under 801.1(c)(2), vot ing securities held by a natural person
are considered holdings of his/ her spouse. By extension, is it PNO's position that a previous HSR fi li ng made by a natural
person to acquire vot ing securities extends the 802.21 exemption to that natural person's spouse? For example,
Spousel fi l ed HSR to acquire vot ing securit ies in CorpA, indicated the $50 million (as adjusted) threshold, and
subsequently crossed that threshold. Several months later (w ith in the 5 year li mit of 802.21), Spouse2 plans to acquire
addit iona l vot ing securit ies in CorpA and the aggregate va lue of vot i ng securities held by Spousel and Spouse2 post
transaction wil l not meet or exceed the next threshold ($100 million) under 802.21. In li ght of 801.1(c )( 2) and the fact
that Spouse l ' s HSR fi li ng fully accounted for all ho ldi ngs of Spouse2, is Spouse2's acquisit ion of voting securit ies in
piiiiii02 .21 by virtue of Spousel' s previous HSR fi li ng?
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