2502007 Informal Interpretation

Sheinberg, Samuel I.
From: 	Larson, Peter
Sent: 	Friday, February 21, 2025 10:17 AM
To: 	Sheinberq, Samuel I.
Subject: 	FW: Se lect 801 .30 Transactions
From: Larson, Peter
Sent: Tuesday, February 18, 2025 2:12 PM
To:
Cc: HSRRu l eRe view
Subject: RE : Se lect 801.30 Transactions
Th is is not a se lect 801.30, see 16 CFR Part 803, Appendix B.
Best,
Peter
Peter Larson
From: HSRRu leRe view
Sent: Tuesday, February 18, 2025 12:38 PM
To: Larson, Peter
Subject: FW: Se lect 801.30 Transactions
From:
Sent: Wednesday, February 12, 2025 9:10 PM
To: HSRRu leRe view
Subject: Se lect 801.30 Transactions
Dear PNO:
I wri te to confirm w hether a transaction qualifies as a " Se lect 801.30 transaction " under the new HSR rul es . The
defin it ion of a Se lect 801.30 Transaction i s:
A transacti on to which § 801.30 applies and where (1) the acquisit ion w ou ld not confer contro l, (2) there is no
agreement ( or contemp lated agreement) bet w een an y ent ity wi th in the acquiring person and an y ent ity wi th in the
acquired person gov ern ing any aspect of the transaction , and (3) the acquiring person does not have, and will not
obta in, the ri ght to serve a s, appoi nt, v eto, or approve board members, or members of an y simil ar bod y, of an y ent ity
wi th in the acquired person or the general partner or management company of an y ent it y wi th in the acquired person.
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Company A received 801.30 notice from Investor 1 that Investor 1 intends to acquire additional voting securities that
will exceed the next filing threshold in 16 CFR 801.1(h) (the “Acquisition”). Section 801.30 does apply to the Acquisition.
There is no agreement or contemplated agreement between Investor 1 and Company A that governs any aspect of the
Acquisition. Investor 1 will not acquire control of Company A as a result of the Acquisition. With respect to subpart (3) of
the definition of Select 801.30 T ransactions, a representative of Investor 1 does currently sit on Company A’s board. This
board appointment occurred as a result of a December 2023 letter agreement entered into between Company A and
Investor 1 in connection with Investor 1’s acquisition of pre-funded warrants to purchase Company A stock (“Letter
Agreement”). Pursuant to the Letter Agreement, if Investor 1 had not nominated a candidate for appointment to the
board by January 1, 2026, then Investor 1 would lose its right to do so. Investor 1 did nominate a candidate for
appointment to the board pursuant to the Letter Agreement, which candidate was appointed to the board in February
2024, but Investor 1 has no continuing right to appoint another board member in the event that the current board
member appointed by Investor 1 resigns. Company A and Investor 1 are in talks now to appoint another partner of
Investor 1 to Company A’s board, but if that does happen, it is because Company A’s board chooses to do so and not
pursuant to any contractual arrangement.
We do not consider this arrangement to be one where Investor 1 has the right to “serve as, appoint, veto, or approve
board members” of Company A because Investor 1’s right to nominate a candidate for appointment to the board under
the Letter Agreement has terminated and Investor 1 has no future rights to do so. Can you please confirm you agree?
Thank you.
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