2102004 Informal Interpretation

From: Berg, Karen E.

Sent: Thursday, February 18, 2021 11:51:35 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: Spousal Attribution/Identification of UPE

See below

From: [Redacted]

Sent: Thursday, February 18, 2021 10:24:20 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: Spousal Attribution/Identification of UPE

I'm working on an HSR filing and wanted to check on whether I'm approaching this correctly.

X (an individual) and Y (likewise) were married in a same-sex union recognized by their state. Given the use of the term "spouse" in Rule 801.1(c)(2), I believe their holdings would therefore be attributed to one another. Is that correct? Correct

X holds 48.5% of an unincorporated entity (being acquired in the HSR-reportable transaction) and Y holds an additional 10.0% of that entity, which would be sufficient to make the entity controlled by X and Y. As a technical matter, how do I list the UPE on the Form itself? Is it simply "X and Y"? Assuming the holdings you cite represent the rights to profits or assets upon dissolution, please list the UPE as “X and Y (spouses)” or you may just list “X and Y” and indicate for our benefit in Item 3 that they are spouses.