1911007 Informal Interpretation

From: Whitehead, Nora

Sent: Wednesday, November 20, 2019 9:06:58 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: Question regarding the Notification and Report Form for Certain Mergers and Acquisitions

Please list the state(s) where acquired entity actually develops and produces the software.

From: [Redacted]

Sent: Tuesday, November 19, 2019 1:52:24 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: Question regarding the Notification and Report Form for Certain Mergers and Acquisitions

Our client, an acquired entity, will be reporting a “publishing industry” NAICS industry code on the Notification and Report Form for Certain Mergers and Acquisitions, NAICS 511210. The code is relevant with respect to software developed and published by the acquired entity and licensed to third-party end-users by the acquired entity.

Per instruction Item 7(c)(iv)(a), for purposes of Item 7(c), requires that “[f]or each 6-digit NAICS industry code listed in item 7(a) within the NAICS Sectors or Subsectors below, list the states or, if desired, portions thereof in which the person filing notification conducts such operations.” Does “conducts such operations” require that the acquired entity list the state(s) where the end-users who license the acquired entity’s software are located or the state(s) where acquired entity actually develops and produces the software?