1903007 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Friday, March 29, 2019 11:39 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Biagioli, Kimberley; Carson, Timothy; Sheinberg,
Samuel I.; Whitehead, Nora
Subject: 	FW: Thresholds
From: Six, Anne
Sent: Friday, March 29, 2019 11:38:35 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: FW: Thresholds
Agree.
Anne K. Six
Attorney
Premerger Notification Office
Federal Trade Commission
202‐326‐2799 | asix@ftc.gov
From:
Sent: Thursday, March 28, 2019 6:20 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Biagioli, Kimberley <kbiagioli@ftc.gov>;
Carson, Timothy <tcarson@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>;
Whitehead, Nora <nwhitehead@ftc.gov>
Subject: FW: Thresholds
From:
Sent: Thursday, March 28, 2019 6:20:06 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Thresholds
Dear All:
Assume Individual A submitted a filing for the $100 million ( as adjusted) threshold in February 2017 to
acquire stock of B. The waiting period expired in March 2017 and A acquired shares of B that caused A to cross
the $100 million (as adjusted) threshold within one year of the expiration of the waiting period.
In July, 2018, A submitted a new filing for the $500 million ( as adjusted) threshold to acquire stock of B. The
waiting period expired in August 2018 and while A has until August 2019 to cross the $500 million (as
adjusted)threshold, given current stock values, that seems unlikely.
However, I believe that if subsequent to the expiration of the waiting period in August 2018, A acquired a
single share of B stock causing A to hold B stock valued in excess of the $100 million ( as adjusted) threshold,
A’s 2018 filing will be treated as a filing for the $100 million ( as adjusted) threshold, and that A can acquire

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additional B voting securities until August 2023 provided A’s holdings of B voting securities remain below the
$500 million (as adjusted) threshold.
Do you agree?
Thank you.
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