2209007 Informal Interpretation

Sheinberg, Samuel I.
Subject: 	RE: Rule 801.11 Question for Natural Person
From: HSRHelp <HSRHe lp@ftc.gov>
Sent: Tuesday, September 6, 2022 3:49 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E.<KBERG@ftc.gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SS HE INBERG@ftc.gov>; Si x, Anne <as ix@ftc.gov>; Fetterman,
Miche lle <mfetterman@ftc.gov>
Subject: FW: Ru le 801.11 Question for Natural Person
Sent: Tuesday, September 6, 2022 3:48:39 PM (UTC-05:00) Eastern Time (US & Canada )
To:
Cc: 	e p < 	e p 	c.gov>
From: Whitehead, Nora <nwhitehead@ftc.gov>
Subject: RE: Ru le 801.11 Question fo r Natural Pe rson
We agree.
From: HSRHelp <HSRHe lp@ftc.go v>
Sent: Tuesday, September 6, 2022 3:40 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E.<KBERG@ftc.gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SSHE INBERG@ftc.gov>; Si x, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nw hitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: Ru le 801.11 Question for Natural Person
From :-
Sent: Fr iday, September 2, 2022 1:14 PM
To: HSRHe lp@ftc.gov
Subject: Ru le 801.11 Question for Natural Person
Good afternoon,
I am advising an Executi ve w ho holds less than 50% of the v ot i ng securities of Corporation. Executive wi ll acquire
addit iona l vot ing secu rit i es of Corporation through the vesting of Restricted Stock Units ("RSUs"), br inging his total
holdings to less than 50% w ith an aggregate value in excess of $101 million but less than $403.9 million. Co rporation
satisfies the $100 million ( as so published and adjusted) size of person threshold. As such, HSR reportabili ty for the
acquisition turns on whether Executive satisfies the $ 10 million ( as so published and adjusted) size of person threshold.
Ne ither Exe cutive, his spouse, nor his mi nor children ha ve a ba lance sheet or annual statement of income wi th in the
meaning of Rule 801.ll (c). Furthe r, neither Executiv e, his spouse, nor his minor ch ildren contro l any ent it ies that that
ha ve a balance sheet or annual statement of income within the meaning of Ru le 801.ll (c). Therefore, it is my
understandi ng that Ru le 801.ll (e) applies when assessing the annual net sa les and tota l assets of Executive, and
therefore pursuant to Rule 801.ll (e )( l )( ii ), Executive's tota l assets include a ll assets held by Executive at the time of the
acquisit ion "l ess all securiti es of [Corporation]" that Executive presently holds. Do you agree?
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