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Date
Rule
802.21
Staff
Michael Verne
Response/Comments
802.21 requires that you acquire sufficient voting securities in the first year to cross the threshold. You can then acquire up to the next threshold for five years. 802.21 (a)(3) The acquisition will not increase the holdings of the acquiring person to meet or exceed a notification threshold (as adjusted) greater than the greatest notification threshold met or exceeded in the earlier acquisition. Notification thresholds only apply to voting securities (see Item 2(c) of the Form and 801.1(h) of the rules. Although you exceeded the $50 million (as adjusted) filing fee threshold, you didn't exceed the $50 million (as adjusted) notification threshold.

Question

From: (Redacted)
Sent: Friday, March 05, 2010 11:39 AM
To: Verne, B. Michael

Subject:Aggregation Question

Hi,Mike:

One year ago, CompanyA acquired assets (in the form of an exclusive license) of Company B andsimultaneously purchased voting securities of Company B in the amount of $5mm.Companies A and B filed notification for these two transactions, aggregatedpursuant to 801.14, at the $50 mm (as adjusted) threshold. Now, Company Aintends to acquire additional voting securities of Company B which will resultin Company A holding in excess of $50 mm (as adjusted) but less than $100 mm(as adjusted) of voting securities of Company B. It is our understanding that801.21 permits this acquisition of additional voting securities with theneed for a new filing despite the fact that the previous HSR filing was bothfor assets and voting securities. Is this correct?

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