2408007 Informal Interpretation

us-ftc-hsr-informal-interpretations-56895606338ad065b2bb4da2c48b92532408007 Informal InterpretationGuidance

Date
Rule
803.1, Item 3(a), Item 6
Staff
Nora Whitehead
Response/Comments

Please list both names in Items 1 and 3a, and “none” in 6b. If desired, you may also add an end note clarifying which spouse owns what.

Question

From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Tuesday, August 13, 2024 2:38:05 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Question about Form

Please list both names in Items 1 and 3a, and “none” in 6b. If desired, you may also add an end note clarifying which spouse owns what.

From: [Redacted]
Sent: Tuesday, August 13, 2024 9:53:58 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Question about Form

Hi,

Pardon a couple of basic questions. John Smith, a natural person, controls the acquired entity by virtue of holding 75% of the voting securities. Jane Smith, his wife, holds the remaining 25%. I have two questions:

  1. Do I list the Acquired Person in Items 1 and 3(a) as John Smith, or as John and Jane Smith?
  2. Do I list Jane Smith’s holdings in Item 6(b), or report “none” (since holdings of spouses are holdings of each of them)?

Thanks in advance!

Sheinberg, Samuel I.
From: 	HSRH elp
Sent: 	Tuesday, August 13, 2024 2:38 PM
To: 	Walsh, Kat hryn E.; Berg, Kare n E. ; M us ick, Vesse li na; Sha ffer, Kristin; Sheinberg, Samue l I. ;
Si x, Anne; Fetterman, Miche lle; Burton, Jun e; Larson, Peter
Subject: 	FW: Question about Fo rm
From: Wh itehead , Nora <nwhitehead @ftc.gov>
Sent: Tuesday , August 13, 2024 2:38:05 PM ( UTC-05:00) Eastern Time ( US & Canada )
To:
Cc: HSRHe lp <HSRHe lp@ftc.gov>
Subject: RE: Question about Fo rm
Please li st both names in Items 1 and 3a , and " none" in 6b. If desired, you may also add an end note clarifyi ng which
spouse ow ns w hat.
From: HSRHelp <HSRHe lp@ftc.gov>
Sent: Tuesda y, August 13, 2024 9:54 AM
To: Walsh , Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SSHEINBERG@ftc.go v>; Six, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nwhitehead@ftc.gov>; Fetterman, M ichelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW: Question about Form
From:
Sent: Tuesday , August 13, 2024 9:53:58 AM ( UTC-05:00) Eastern Ti me ( US & Ca nada )
To: HSRHe lp <HSRHe lp@ftc.gov>
Subject: Question about Fo rm
Hi,
Pardon a couple of bas ic questions. John Sm ith , a natural person, controls the acquired ent ity by virtue of ho lding 75% of
the v ot i ng securit ies . Jane Sm ith , his w ife, ho l ds the remaining 25 %. I have tw o questions:
1. 	Do I li st the Acquired Person in Items 1 and 3(a) as John Sm ith , or as John and Jane Sm ith?
2. 	Do I li st Jane Sm ith ' s ho ldi ngs in Item 6(b), or report " none" (since ho ldi ngs of spouses are ho ldi ngs of each of
them )?
Thanks in ad vance !
Best,
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