1111003 Informal Interpretation

From:

(Redacted)

Sent:

Thursday, November 03, 2011 4:13 PM

To:

Verne, B. Michael

Subject:

Item 6(b)

Mike-

I'm work on an HSR for anacquired person. Two entities hold at least 5% of the shares of the acquiredentity. One holds 49% directly and the other holds 9% directly. However, theone that holds a direct 49% interest controls the one that holds 9%. I realizethat the 49% holder is the UPE since it "holds" 58%, but my questionis, in Item 6(b), do I list both the 49% holder and the 9% holder? If yes, do Ishow the 49% holder at 58% and footnote it to clarify the double counting? Ordo I only show the UPE, and show it at 58%, since "hold" meansdirectly or indirectly.