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Nora Whitehead



From: Whitehead, Nora

Sent: Monday, January 6, 2020 4:11:31 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: HSRHelp

Subject: RE: Executive HSR Filing Question


From: [Redacted]

Sent: Friday, January 3, 2020 4:59:14 PM (UTC-05:00) Eastern Time (US & Canada)

To: HSRHelp

Cc: [Redacted]

Subject: Executive HSR Filing Question

In November 2018, Individual A filed an HSR Notification related to acquisitions of voting securities of Company B at the $50 million threshold (as adjusted). Currently, Individual A’s holdings of voting securities in Company B remain above the $50 million but below the $100 million threshold (as adjusted).

Later this year, A anticipates acquiring additional shares in Company B that are expected to bring the total value of his voting securities in B above the $100 million threshold (as adjusted). A plans to file a new HSR Notification related to these additional acquisitions at the $100M threshold.

During the pendency of the initial waiting period for this new filing, Individual A may acquire a small amount of voting securities of Company B through a dividend reinvestment plan. His total shareholding in B after this acquisition will still be valued, in the aggregate, below the $100 million threshold (as adjusted).

I wanted to confirm that A can rely on the 5-year grace period for acquisitions up to the $100M threshold (as adjusted) resulting from his Nov. 2018 filing during the pendency of the new filing at the higher $100M threshold.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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