Form C4 Notification and Report Form for Certain Mergers and Acq



16 C.F.R. Part 803 – Appendix

TRANSACTION NUMBER ASSIGNED

NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

FEE INFORMATION
AMOUNT PAID

(For Payer Only)

$

In cases where your filing fee would be higher if
based on acquisition price or where the acquisition
price is undetermined to the extent that it may
straddle a filing fee threshold, attach an explanation
of how you determined the appropriate fee.
Attachment Number ____________

IS THIS A CORRECTIVE FILING?

TAXPAYER IDENTIFICATION NUMBER
OR SOCIAL SECURITY NUMBER FOR NATURAL PERSONS
NAME OF PAYER (if different from PERSON FILING)
WIRE TRANSFER



or

CERTIFIED CHECK / MONEY ORDER ATTACHED



WIRE TRANSFER CONFIRMATION NO.
FROM (NAME OF INSTITUTION)

 YES  NO

CASH TENDER OFFER?

DO YOU REQUEST EARLY TERMINATION OF THE WAITING PERIOD?

 YES  NO

BANKRUPTCY?

 YES  NO

 YES  NO

(Grants of early termination are published in the Federal Register and on the FTC web site, www.ftc.gov)

(voluntary) IS THIS ACQUISITION SUBJECT TO NON-US FILING REQUIREMENTS?
IF YES, list jurisdictions:

ITEM 1
1(a) PERSON FILING

 YES  NO

NAME
HEADQUARTERS ADDRESS
ADDRESS LINE 2
CITY, STATE, COUNTRY
ZIP CODE
WEB SITE

1(b) PERSON FILING NOTIFICATION IS

 an acquiring person

 an acquired person

 both

1(c) PUT AN "X" IN THE APPROPRIATE BOX TO DESCRIBE THE PERSON FILING NOTIFICATION
 Corporation  Unincorporated Entity  Natural Person  Other (Specify):
1(d) DATA FURNISHED BY
 calendar year

 fiscal year (specify period ):

(month/year) to

(month/year)

1(e) PUT AN “X” IN THE APPROPRIATE BOX BELOW AND GIVE THE NAME AND ADDRESS OF THE ENTITY FILING NOTIFICATION,
IF DIFFERENT THAN THE ULTIMATE PARENT ENTITY


Not Applicable

 This report is being filed on behalf of
a foreign person pursuant to § 803.4.

 This report is being filed on behalf of the ultimate parent entity by another
entity within the same person authorized by it to file pursuant to § 803.2(a).

NAME
ADDRESS
CITY, STATE, COUNTRY
ZIP CODE

1(f) NAME AND ADDRESS OF ENTITY MAKING ACQUISITION OR WHOSE ASSETS, VOTING SECURITIES OR NON-CORPORATE
INTERESTS ARE BEING ACQUIRED, IF DIFFERENT FROM THE ULTIMATE PARENT ENTITY IDENTIFIED IN ITEM 1(a)
NAME
ADDRESS
CITY, STATE, COUNTRY
ZIP CODE



Not Applicable

PERCENT OF VOTING SECURITIES OR NON-CORPORATE INTERESTS THAT THE UPE HOLDS
DIRECTLY OR INDIRECTLY IN THE ACQUIRING OR ACQUIRED ENTITY IDENTIFIED IN ITEM 1(f)

%

1(g) IDENTIFICATION OF PERSONS TO CONTACT REGARDING THIS REPORT
CONTACT PERSON 1
FIRM NAME
BUSINESS ADDRESS
CITY, STATE, COUNTRY
ZIP CODE
TELEPHONE NUMBER
FAX NUMBER
E-MAIL ADDRESS

CONTACT PERSON 2
FIRM NAME
BUSINESS ADDRESS
CITY, STATE, COUNTRY
ZIP CODE
TELEPHONE NUMBER
FAX NUMBER
E-MAIL ADDRESS

1(h) IDENTIFICATION OF AN INDIVIDUAL LOCATED IN THE UNITED STATES DESIGNATED FOR THE LIMITED PURPOSE OF
RECEIVING NOTICE OF ISSUANCE OF A REQUEST FOR ADDITIONAL INFORMATION OR DOCUMENTS (See § 803.20(b)(2)(iii))
NAME
FIRM NAME
BUSINESS ADDRESS
CITY, STATE, COUNTRY
ZIP CODE
TELEPHONE NUMBER
FAX NUMBER
E-MAIL ADDRESS

FTC FORM C4 (rev. xx/xx/xx)

Page 1 of 10

16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 2
LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL
ACQUIRED PERSONS

2(a) LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL
ACQUIRING PERSONS

2(b) THIS ACQUISITION IS (put an “X” in all the boxes that apply)






an acquisition of assets
a merger (see § 801.2)
an acquisition subject to § 801.2(e)
a formation of a joint venture or other corporation or
unincorporated entity (see § 801.40 or § 801.50)
 an acquisition subject to § 801.30 (specify type)








a consolidation (see § 801.2)
an acquisition of voting securities
a secondary acquisition
an acquisition subject to § 801.31
an acquisition of non-corporate interests
other (specify)

2(c) INDICATE THE HIGHEST NOTIFICATION THRESHOLD IN § 801.1(h) FOR WHICH THIS FORM IS BEING FILED
(acquiring person only in an acquisition of voting securities)

 $50 million
(as adjusted)

 $100 million

 $500 million

(as adjusted)

(as adjusted)

 25% (see Instructions)

2(d)(i) VALUE OF VOTING SECURITIES
ALREADY HELD ($MM)

(v) VALUE OF NON-CORPORATE
INTERESTS ALREADY HELD ($MM)

$

$

(ii) PERCENTAGE OF VOTING SECURITIES
ALREADY HELD

(vi) PERCENTAGE OF NON-CORPORATE
INTERESTS ALREADY HELD

%

 50%

 N/A

(as adjusted)

%

(iii) TOTAL VALUE OF VOTING
SECURITIES TO BE HELD AS A RESULT
OF THE ACQUISITION ($MM)

(vii) TOTAL VALUE OF NON-CORPORATE
INTERESTS TO BE HELD AS A RESULT OF
THE ACQUISITION ($MM)

(ix) VALUE OF ASSETS TO BE HELD AS
A RESULT OF THE ACQUISITION ($MM)

$

$

$

(iv) TOTAL PERCENTAGE OF VOTING
SECURITIES TO BE HELD AS A RESULT OF
THE ACQUISITION

(viii) TOTAL PERCENTAGE OF NONCORPORATE INTERESTS TO BE HELD AS
A RESULT OF THE ACQUISITION

(x) AGGREGATE TOTAL VALUE ($MM)

%
FTC FORM C4 (rev. xx/xx/xx)

% $
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16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 3
3(a) DESCRIPTION OF ACQUISITION
ACQUIRING UPE(S)

ACQUIRED UPE(S)

ACQUIRING ENTITY(S)

ACQUIRED ENTITY(S)

TRANSACTION DESCRIPTION

3(b) SUBMIT A COPY OF THE MOST RECENT VERSION OF THE CONTRACT OR AGREEMENT (or letter of intent to merge or acquire)
(DO NOT ATTACH THE DOCUMENT TO THIS PAGE)

FTC FORM C4 (rev. xx/xx/xx)

ATTACHMENT OR REFERENCE NUMBER OF CONTRACT OR AGREEMENT ____________

Page 3 of 10

16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 4
PERSONS FILING NOTIFICATION MAY PROVIDE BELOW AN OPTIONAL INDEX OF DOCUMENTS REQUIRED TO BE
SUBMITTED BY ITEM 4 (See Item by Item instructions). THESE DOCUMENTS SHOULD NOT BE ATTACHED TO THIS PAGE.

4(a) ENTITIES WITHIN THE PERSON FILING NOTIFICATION THAT FILE ANNUAL REPORTS WITH THE
SECURITIES AND EXCHANGE COMMISSION

CENTRAL INDEX
KEY NUMBER

4(b) ANNUAL REPORTS AND ANNUAL AUDIT REPORTS

ATTACHMENT OR
REFERENCE NUMBER

4(c) STUDIES, SURVEYS, ANALYSES, AND REPORTS

ATTACHMENT OR
REFERENCE NUMBER

4(d) ADDITIONAL DOCUMENTS

ATTACHMENT OR
REFERENCE NUMBER

FTC FORM C4 (rev. xx/xx/xx)

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16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 5
5(a) DOLLAR REVENUES BY NON-MANUFACTURING INDUSTRY CODE AND BY MANUFACTURED PRODUCT CODE
YEAR

6-DIGIT INDUSTRY CODE
AND/OR

DESCRIPTION

TOTAL DOLLAR REVENUES
($MM)

10-DIGIT
PRODUCT CODE

NONE



I____________I

(PROVIDE EXPLANATION)

FTC FORM C4 (rev. xx/xx/xx)

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16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

5(b) COMPLETE ONLY IF ACQUISITION IS IN THE FORMATION OF A JOINT VENTURE CORPORATION
OR UNINCORPORATED ENTITY

 Not Applicable

5(b)(i) CONTRIBUTIONS THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY
HAS AGREED TO MAKE

5(b)(ii) DESCRIPTION OF CONSIDERATION THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR
UNINCORPORATED ENTITY WILL RECEIVE

5(b)(iii) DESCRIPTION OF THE BUSINESS IN WHICH THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY
WILL ENGAGE

5(b)(iv) SOURCE OF DOLLAR REVENUES BY 6-DIGIT INDUSTRY CODE (non-manufacturing) AND BY 10-DIGIT PRODUCT
CODE (manufactured)

FTC FORM C4 (rev. xx/xx/xx)

Page 6 of 10

16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 6
6(a) ENTITIES WITHIN PERSON FILING NOTIFICATION

6(b) HOLDERS OF PERSON FILING NOTIFICATION

6(c)(i) HOLDINGS OF PERSON FILING NOTIFICATION

6(c)(ii) HOLDINGS OF ASSOCIATES (ACQUIRING PERSON ONLY)

FTC FORM C4 (rev. xx/xx/xx)

Page 7 of 10

16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 7
OVERLAP DOLLAR REVENUES
7(a) 6-DIGIT NAICS INDUSTRY CODE AND DESCRIPTION

7(b)(i) LIST THE NAME OF EACH PERSON THAT ALSO DERIVED DOLLAR REVENUES

7(b)(ii) LIST THE NAME OF EACH ASSOCIATE OF THE ACQUIRING PERSON THAT ALSO DERIVED DOLLAR REVENUES
(ACQUIRING PERSON ONLY)

7(c) GEOGRAPHIC MARKET INFORMATION FOR EACH PERSON THAT ALSO DERIVED DOLLAR REVENUES

7(d) GEOGRAPHIC MARKET INFORMATION FOR ASSOCIATES OF THE ACQUIRING PERSON (ACQUIRING PERSON ONLY)

FTC FORM C4 (rev. xx/xx/xx)

Page 8 of 10

16 C.F.R. Part 803 – Appendix

NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 8
PRIOR ACQUISITIONS (ACQUIRING PERSON ONLY)

CERTIFICATION
This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was
prepared and assembled under my supervision in accordance with instructions issued by the Federal Trade
Commission. Subject to the recognition that, where so indicated, reasonable estimates have been made because
books and records do not provide the required data, the information is, to the best of my knowledge, true, correct,
and complete in accordance with the statute and rules.
NAME (Please print or type)

TITLE

SIGNATURE

DATE

Subscribed and sworn to before me at the
City of ______________________, State of ___________________

[SEAL]

this _______________day of __________________________, the year ______________
Signature _________________________________________________

My Commission expires ____________________________________

________________________________________________________________________________________________________________
FTC FORM C4 (rev. xx/xx/xx)

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16 C.F.R. Part 803 – Appendix

Approved by OMB
3084-0005
Expires xx/xx/20xx

16 C.F.R. Part 803 – Appendix
NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

Attach the Affidavit required by § 803.5 to the Form.

THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS
THIS FORM IS REQUIRED BY LAW and must be filed separately by each person which, by reason of a merger, consolidation or
acquisition, is subject to §7A of the Clayton Act, 15 U.S.C. §18a, as added by Section 201 of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, Pub. L. No. 94-435, 90 Stat. 1390, and rules promulgated thereunder (hereinafter referred to as "the rules" or
by section number). The statute and rules are set forth in the Federal Register at 43 FR 33450; the rules may also be found at
16 CFR Parts 801-03. Failure to file this Notification and Report Form, and to observe the required waiting period before
consummating the acquisition in accordance with the applicable provisions of 15 U.S.C. §18a and the rules, subjects any "person," as
defined in the rules, or any individuals responsible for noncompliance, to liability for a penalty of not more than $16,000 for each day
during which such person is in violation of 15 U.S.C. §18a.
Pursuant to the Hart-Scott-Rodino Act, information and documentary material filed in or with this Form is confidential. It is exempt from
disclosure under the Freedom of Information Act, and may be made public only in an administrative or judicial proceeding, or disclosed to
Congress or to a duly authorized committee or subcommittee of Congress.
DISCLOSURE NOTICE - Public reporting burden for this report is estimated to vary from 8 to 160 hours per response, with an
average of 37 hours per response, including time for reviewing instructions, searching existing data sources, gathering and
maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden
estimate or any other aspect of this report, including suggestions for reducing this burden to:
Premerger Notification Office, H-303, Federal Trade Commission, Washington, DC 20580
and
Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503
Under the Paperwork Reduction Act, as amended, an agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently valid OMB control number. That number is 3084-0005,
which also appears above.
Privacy Act Statement--Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. Our authority
to collect Social Security numbers is 31 U.S.C. 7701. The primary use of information submitted on this Form is to determine
whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be
shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the
information on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above without
having provided this information may, however, render a person liable to civil penalties up to $16,000 per day. We also may be
unable to process the Form unless you provide all of the requested information.

This page may be omitted when submitting the Form.

FTC FORM C4 (rev. xx/xx/xx)

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16 C.F.R. Part 803 – Appendix