2303007 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent:
To:
Sheinberg, Samuel I.
Wednesday, March 8, 2023 11:11 AM
Cc:
Subject: 	RE: 801.15(a) query
HSRHelp
You are correct.
Sam
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Monday, March 6, 2023 7:19 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: 801.15(a) query
From: premerger <premerger@ftc.gov>
Sent: Monday, March 6, 2023 7:19:19 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: FW: 801.15(a) query
Theresa L. Kingsberry
Program Support Specialist
Premerger Notification Office
tkingsberry@ftc.gov
From:
Sent: Monday, March 6, 2023 5:05 PM
To: premerger <premerger@ftc.gov>
Subject: 801.15(a) query
Team,
I hope you are all doing well as spring approaches. Oddly enough, I have never confronted this issue before. In
completing item 2(d) of the form, should the acquiring person include the percentage and value of shares that are not
held pursuant to 801.15(a)? These shares are not included in calculating the transaction value, so it appears they should
not be included in 2(d). Is this the PNO’s position?
Thanks,
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