2306002 Informal Interpretation

us-ftc-hsr-informal-interpretations-42f4a67f851607e6a3a51d4830786b7c2306002 Informal InterpretationGuidance

Date
Rule
801.30
Staff
Vesselina Musick
Response/Comments

Confirmed.

Question

From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Monday, June 5, 2023 3:10:16 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 801.30 as applied to employee-based compensation awards

Confirmed.

From: [Redacted]
Sent: Monday, June 5, 2023 10:03:23 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 801.30 as applied to employee-based compensation awards

Hello PNO,

I just want to confirm that you are still of the view that acquisitions of voting securities through stock-based compensation awards to company employees, officers or directors, such as the vesting of RSUs/PSAs, the exercise of stock options, or other executive compensation arrangements, should be filed as conversions under Rule 801.30, as indicated in PNPM opinion 217.

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Monday, June 5, 2023 3:10 PM
To: 	Walsh, Kat h ry n E.; Berg, Kare n E.; Shaffer, Kristin; She inber g, Samuel I.; Six, Anne; Whitehead, Nora;
Fetterman, M iche ll e
Subject: 	FW: 801 .30 as applied to emp loyee-based compensation awards
From: Musick, Vesselina <v musick@ftc.gov>
Sent: Mo n da , June 5, 2023 3:10:16 PM UTC-05:00 Eastern Time (US & Cana da)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: 801.30 as applied to employee-based compensation awards
CONTROLLED
Confirmed.
Ki nd regard s.
Vesselina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct +1 202.326.2307 I Email: vmusick@ftc.gov Iwww.ftc.gov
From: 	>
Sent: 	on ay, une 	, 	astern Time ( US & Canada)
To: HSR Help < HSRHel p@ftc.gov>
Subject: 801.30 as applied to employee-based com pe nsation awards
He ll o PNO,
I just want to confirm that you are still of the view that acquisit ions of voti ng securit i es through stock-based
compensation awards to company emp loyees, officers or directors, such as the vest ing of RSU s/ PSAs, the exercise of
stock opt ions, or other executive compensation arrangements, should be fi led as conversions under Ru le 801.30, as
indicated in PNPM op inion 217.
Many thanks,
-
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