2503003 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHe lp
Sent: 	Monday, March 31 , 2025 11:02 AM
To: 	HSR Auto Forwa rd List
Subject: 	FW: H SR Infor ma l Advi ce - Se lect 801 .30 Transactions
From: Mu sick, Ve ss elina
Sent: Mo nda y, March 31, 2025 11:02:07 AM (UTC-05:00) Ea stern Time (US & Can ada)
To:
Cc: HSRHe lp
Subject: RE: HSR I nformal Ad vice - Se lect 801.30 Transactions
A transact ion involvi ng open mar k et purchases by a natural person of v ot i ng securit ies of a company for w hi ch he sits on
the Board does not qualify as a se lect 801.30 transaction.
Kind regards.
Vesselina Musick
From :-
Sent: Wednesday, March 26, 2025 2:46:28 PM (UTC-05:00) Eastern Time ( US & Canada)
To: HSRHe lp
Cc:
Subject: HSR Informa l Advice - Se lect 801.30 Transact ions
He ll o,
We are writing to inquire w ith regards to guidance pub li shed to the HSR Form Changes Q& A page of the FT C's website
on March 20, 2025 .
Under the heading " Qualifying as a Se lect 801.30 (03/ 20/ 2 5) " the Comm ission stated that the fo llowing t wo scenarios do
not qual ify as Se lect 801.30s:
The buy er is acquiring v ot ing securit ies on the open market and has a representative on the target's board .
An investor is acquiring addit ional v ot i ng se c ur it ies and c urrentl y ha s a representative on the target' s board but
has no conti nu ing right to appoi nt another board member in the ev ent that the c urrent representative
resigns.
Could you please confirm that the above guidance does not apply to a natura l person, e.g. , an individual buying v ot ing
securiti es on the open mar k et of a Company for which he sit s on the Board, if such transaction otherw ise qualifies as a
Se lect 801.30 transaction? We are available to discuss if usefu l.
Thank you and kind regards,
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