1107004 Informal Interpretation

Item 4(d)
Michael Verne

Yes -that will be the same. In fact, you will probably be searching
the same group of people for 4(d) as you are for 4(c). Despite all of the
hyperbole in some recent articles, I can't imagine why you would expand the
scope of the search beyond that.


From: (Redacted)
Sent: Tuesday, July 19, 2011 9:27 AM
To: Verne,B. Michael
Cc: (Redacted)
Subject: New Item 4(d) scope


Doyou agree that, where certain parts of a transaction are HSR reportable and itsother parts are exempt, only 4(d) documents that relate to the reportable partsof the transaction need to be provided?

Thenew instructions state: "Information need not be supplied regardingassets, non-corporate interests, or voting securities currently beingacquired, when their acquisition is exempt under the statute or rules."See p. 43, http://www.ftc.gov/os/fedreg/2011/07/110707hsrfrn.pdf. The PNO has previously advised that only 4(c) documents related to thereportable portion of the transaction must be submitted. See, e.g., http://www.ftc.gov/bc/hsrflnformal/opinions/0512008.htm, http://www.ftc.gov/bc/hsr/informal/opinions/9905012.htm. It would seem that the instructions contemplate a similarly limited approachto Item 4(d), but it would be great if you could confirm.

Manythanks, as always, and best regards.

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