Assuming all other conditions of Rule 802.21 are met, there would not be a reporting obligation if the aggregate value of the voting securities to be held as a result of each acquisition was below the $100 million (as adjusted) threshold, currently $252.9 million, on at least one day since Dec. 24, 2025 (45 days before Feb. 7, 2026).
Question
We represent Executive X and want to confirm our analysis with respect to two different potential acquisitions of RSUs and PSUs granted by his public company employer on February 1 and February 7. Executive X filed an HSR disclosure with respect to the first threshold within the past 5 years and had not crossed and was not expected to cross the second threshold even after closing on the two upcoming acquisitions. However, a recent surge in the share price of the employer caused his current holdings to exceed the second threshold. Our view is that while the Executive X’s holdings exceed the threshold applying today’s share price, Executive X does not have a filing obligation with respect to either of the two upcoming acquisitions because Section 801.10(c) permits Executive X to value his existing holdings in the company and the shares which he will acquire on February 1 and February 7 using the lowest quotation in the 45 days prior to closing (but not earlier than the day prior to the execution of the agreement to acquire) which would put him under the second threshold.
Would the PNO take a different position?