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Date
Rule
802.21
Staff
Michael Verne
Response/Comments
Advised that 802.21 requires that a notification threshold be met or exceeded as the result of an acquisition. If no voting securities were acquired in the year following notification, the exemption is inapplicable, even if the acquiring person held in excess of the threshold prior to filing

Question

From: (redacted)
Sent: Monday, November 01, 2004 3:50 PM
To: Verne, B. Michael
Subject: Further follow up

Mike

Hopefully thisis the last question for you -- with regard to the officer/director filing wewere discussing, does it change the analysis if the officer/director did notmake any stock purchases within one year of his HSRfiling? Again the facts of his situation were that he owned approximately 20%of Company X's voting securities when he made a filing in early 2091. Heindicated in his filing that he was planning to cross the 25% and possibly the50% threshold. He has never crossed either threshold, though the value of hisholdings does exceed $50 million. (He had also made a filing in the late 1990'sas well.) Can he still acquire up to 24.9% of the stock without a new filing?

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