2211001 Informal Interpretation

She inberg, Samuel I.
From: 	H SR Help
Se nt: 	Friday, November 18, 2022 3:0 1 PM
To: 	Wa lsh, Kat h ry n E. ; Ber g, Kare n E. ; Musick, Vessel in a; Shaffer, Kristin; She inber g, Samuel I.; Six, An ne;
Whiteh ead, Nora
S ubj ect : 	FW: Item 4(b)
From: Fetterman, Miche ll e < mfetterma n@ ftc.gov>
Se nt : Frida , November 18, 2022 3:01:01 PM UTC-05:00
To:
Cc: 	e p < 	e p
Subj ect : RE: Ite m 4(b)
You can rely on the financials of Company B. Inc lude a stipulat ion in you r form if Company B' s financia ls are not
sufficient for si ze of person.
From:
Se nt : 	n ay, 	ovem 	r 	,
To: HSRHe lp < HSRHel p@ftc.gov >
Eastern Time ( US & Ca n ada )
Subj ect : Ite m 4(b)
Good morn i ng ,
I am fi ling a Notice on beha lf of a UP E w ho is a natural person. I understand we would not submit his persona l ba lance
sheet or tax returns, but rather financials for the highest ent ity he controls. He is the UP E ( but not the so le member) of
Company A, LLC, w hich is the so le member of Company B, LLC, whi ch is the acquired ent it y. Company A is manager
managed. Company A does not have audite d financials, but r ather fi les a Form 1065 based on the audited finan ci als of
Company B, since Company B is a passthrough. We pl an to submit audi ted financials for Company B. Do we al so then
need to submit the Form 1065 fo r Company A? Or can we rely on the financials for Company Band explain the
ownership structure in an endnote?
Thank you,
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