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32123

Rules and Regulations

Federal Register

Vol. 82, No. 132

Wednesday, July 12, 2017

This section of the FEDERAL REGISTER

contains regulatory documents having general

applicability and legal effect, most of which

are keyed to and codified in the Code of

Federal Regulations, which is published under

50 titles pursuant to 44 U.S.C. 1510.

The Code of Federal Regulations is sold by

the Superintendent of Documents.

NATIONAL AERONAUTICS AND

SPACE ADMINISTRATION

14 CFR Parts 1264 and 1271

2. On page 28760, following the DATES

section, add an ADDRESSES section to

read as follows:

‘‘ADDRESSES: Comments must be

identified with RINs 2700–AE03 and

may be sent to NASA via the Federal ERulemaking Portal: http://

www.regulations.gov. Follow the online

instructions for submitting comments.

Please note that NASA will post all

comments on the Internet with changes,

including any personal information

provided.’’

Nanette J. Smith,

NASA Federal Register Liaison Officer.

RIN 2700–AE30

[FR Doc. 2017–14579 Filed 7–11–17; 8:45 am]

[Document Number NASA–17–039: Docket

Number—NASA–2017–0002]

BILLING CODE 7510–13–P

Implementation of the Federal Civil

Penalties Inflation Adjustment Act;

Correction

FEDERAL TRADE COMMISSION

AGENCY: National Aeronautics and

Premerger Notification; Reporting and

Waiting Period Requirements

16 CFR Part 803

Space Administration.

ACTION: Interim final rule with request

for public comment; correction.

SUMMARY: The National Aeronautics and

Space Administration is correcting an

interim final rule that appeared in the

Federal Register and became effective

on June 26, 2017. The document issued

an adjustment to the civil monetary

penalties within the Agency’s

jurisdiction for inflation, as required by

the Federal Civil Penalties Inflation

Adjustment Act of 1990 (the Inflation

Adjustment Act or the Act), as amended

by the Debt Collection Improvement Act

of 1996 and further amended by the

Federal Civil Penalties Inflation

Adjustment Act Improvements Act of

2015 (2015 Act). The document

inadvertently failed to provide a date

and address by which to submit

comments.

DATES: Effective July 12, 2017.

FOR FURTHER INFORMATION CONTACT:

Nanette J. Smith, 202–358–0819.

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Correction

In interim final rule FR Doc. 2017–

13209, beginning on page 28760 in the

issue of June 26, 2017, make the

following corrections:

1. In the DATES section on page 28760

in the 3rd column, add at the end of the

first paragraph the following:

‘‘Comment date: Comments must be

received by July 26, 2017.’’

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AGENCY: Federal Trade Commission.

ACTION: Final rule.

SUMMARY: The Commission, with the

concurrence of the Assistant Attorney

General, Antitrust Division, Department

of Justice, announces ministerial

changes to the Antitrust Improvements

Act Notification and Report Form (‘‘HSR

Form’’) to make it conform to recently

published amendments to the associated

Instructions and to reflect changes to the

noncompliance penalty and the

Premerger Notification Office address.

DATES: Effective July 12, 2017.

FOR FURTHER INFORMATION CONTACT:

Robert Jones, Federal Trade

Commission, Bureau of Competition,

Premerger Notification Office, 400 7th

Street SW., Room #5301, Washington,

DC 20024, Phone (202) 326–3100.

SUPPLEMENTARY INFORMATION:

Introduction

Section 7A of the Clayton Act (the

‘‘Act’’) requires the parties to certain

mergers and acquisitions to file

notifications with the Federal Trade

Commission (‘‘the Commission’’) and

the Assistant Attorney General in charge

of the Antitrust Division of the

Department of Justice (‘‘the Assistant

Attorney General’’) (collectively ‘‘the

Agencies’’) and to wait a specified

period of time before consummating

such transactions. The reporting

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requirement and the waiting period that

it triggers are intended to enable the

Agencies to determine whether a

proposed merger or acquisition may

violate the antitrust laws if

consummated and, when appropriate, to

seek a preliminary injunction in federal

court to prevent consummation,

pursuant to Section 7 of the Act.

Section 7A(d)(1) of the Act, 15 U.S.C.

18a(d)(1), directs the Commission, with

the concurrence of the Assistant

Attorney General, in accordance with

the Administrative Procedure Act, 5

U.S.C. 553, to require that premerger

notification be in such form and contain

such information and documentary

material as may be necessary and

appropriate to determine whether the

proposed transaction may, if

consummated, violate the antitrust laws.

Section 7A(d)(2) of the Act, 15 U.S.C.

18a(d)(2), grants the Commission, with

the concurrence of the Assistant

Attorney General, in accordance with 5

U.S.C. 553, the authority to define the

terms used in the Act and prescribe

such other rules as may be necessary

and appropriate to carry out the

purposes of § 7A. Pursuant to that

authority, the Commission, with the

concurrence of the Assistant Attorney

General, developed the Rules, codified

in 16 CFR parts 801, 802 and 803, and

the HSR Form and its associated

Instructions, codified at Part 803—

Appendix. The Rules, codified in 16

CFR parts 801, 802 and 803, and

associated Forms and Instructions,

codified at Part 803—Appendix, to

govern the form of premerger

notifications to be provided by merging

parties. The HSR Form is designed to

provide the Commission and the

Assistant Attorney General with the

information and documentary material

necessary for an initial evaluation of the

potential anticompetitive impact of

significant mergers, acquisitions and

certain similar transactions.

Changes to the HSR Form

The Commission is amending the

HSR Form so that it will conform to the

recently published amendments to the

associated Instructions and reflect

changes in the noncompliance penalty

and the Premerger Notification Office

address.1 The changes are as follows:

1. Fee Information—The Commission

has deleted the following language

1 81 FR 60257 (September 1, 2016).

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(along with an attachment box) from

page one of the HSR Form: ‘‘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.’’

The Commission eliminated this

requirement in its amended

Instructions. Thus, the language and the

box have been deleted from the HSR

Form.

2. Form Revised Date—The HSR

Form’s ‘‘Revised Date’’ on the bottom of

each page has been updated from ‘‘(rev.

08/18/11)’’ to ‘‘(rev. 01/02/2017)’’ to

reflect the ministerial revisions

described in this notice.

3. Penalty—The HSR Form, on page

10, refers to a noncompliance penalty of

$16,000 per day. By statute,2 the

Commission is required to adjust its

civil penalty amounts for inflation every

January. The HSR Form has been

amended to omit the specific dollar

amount and instead cross-reference 16

CFR 1.98(a), which lists the inflationadjusted civil penalty.

4. PNO Address—The address of the

Premerger Notification Office (‘‘PNO’’)

on page 10 of the HSR Form has been

updated to reflect the PNO’s current

address in Constitution Center.

5. Electronic Form Version—The

Electronic Form Version has been

updated from ‘‘1.0.1, 01/13/2012’’ to

‘‘1.0.2, 01/02/2017’’ to reflect the

ministerial changes described in this

notice.

Administrative Procedure Act

2 Federal Civil Penalties Inflation Adjustment Act

of 1990, Public Law 101–410, 104 Stat. 890, as

amended by the Federal Civil Penalties Inflation

Adjustment Act Improvements Act of 2015, Public

Law 114–74, sec. 701, 129 Stat. 599.

Under the Regulatory Flexibility Act

(‘‘RFA’’), 5 U.S.C. 601–612, an agency

must prepare a regulatory flexibility

analysis for all proposed and final rules

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The Commission finds good cause to

adopt these changes without prior

public comment. Under the APA, notice

and comment are not required ‘‘when

the agency for good cause finds (and

incorporates the finding and a brief

statement of reasons therefore in the

rules issued) that notice and public

procedure thereon are impracticable,

unnecessary, or contrary to the public

interest.’’ 5 U.S.C. 553(b)(3)(B).

The Commission is updating the HSR

Form so that it will conform to the

recently published amendments to the

associated Instructions. This does not

involve any substantive changes in the

Rules’ requirements for entities subject

to the Rules. Accordingly, the

Commission finds that public comment

is unnecessary.

In addition, under the APA, a

substantive final rule is required to take

effect at least 30 days after publication

in the Federal Register unless an agency

finds good cause that the rule should

become effective sooner. 5 U.S.C.

553(d). However, these are purely

ministerial changes and do not

constitute a substantive rule change.

Therefore, the Commission finds good

cause to dispense with a delayed

effective date.

For these reasons, the Commission

finds that there is good cause for

adopting this final rule as effective on

July 12, 2017, without prior public

comment.

Regulatory Flexibility Act

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that describes the impact of the rule on

small entities, unless the head of the

agency certifies that the rule will not

have a ‘‘significant economic impact on

a substantial number of small entities.’’

5 U.S.C. 605(b). However, the RFA

applies only to rules for which an

agency publishes a general notice of

proposed rulemaking. 5 U.S.C. 603(a),

604(a). As discussed above, the

Commission has determined for good

cause that the APA does not require

notice and public comment on this rule.

Accordingly, the RFA does not apply to

this final rule.

Paperwork Reduction Act

These changes do not contain any

record maintenance, reporting or

disclosure requirements that would

constitute agency ‘‘collections of

information’’ that would have to be

submitted for clearance and approval by

the Office of Management and Budget

under the Paperwork Reduction Act of

1995, 44 U.S.C. 3501–3518.

List of Subjects in 16 CFR Part 803

Antitrust.

For the reasons stated above, the

Federal Trade Commission amends 16

CFR part 803 as set forth below:

■ 1. The authority citation for part 803

continues to read as follows:

Authority: 15 U.S.C. 18a(d).

■ 2. Revise the appendix to part 803 to

read as follows:

Appendix to Part 803—Notification and

Report Form for Certain Mergers and

Acquisitions

BILLING CODE 6750–01–P

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NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

FEE INFORMATION

(ForPayerOnly)

DDDDDDDD

TRANSACTION NUMBER ASSIGNED

TAXPAYER IDENTIFICATION NUMBER - - - - - - - - - - - - - - - OR SOCIAL SECURITY NUMBER FOR NATURAL PERSONS

AMOUNT PAID

NAME OF PAYER (if different from PERSON FILING) - - - - - - - - - - - - - -

$

WIRE TRANSFER

0

or

0

CERTIFIED CHECK I MONEY ORDER ATTACHED

WIRE TRANSFER CONFIRMATION NO.

FROM (NAME OF INSTITUTION)

IS THIS A CORRECTIVE FILING? 0 YES

0 NO

0 YES 0 NO

CASH TENDER OFFER?

0

DO YOU REQUEST EARLY TERMINATION OF THE WAITING PERIOD?

BANKRUPTCY?

D YES

D NO

0

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?

DYES

D NO

IF YES, list jurisdictions:

NAME

HEADQUARTERS ADDRESS

ADDRESS LINE 2

CITY, STATE, COUNTRY

ZIP CODE

WEBSITE

ITEM 1

1(a) PERSON FILING

1(b) PERSON FILING NOTIFICATION IS

an acquiring

an acquired

D person

D person

both

D

1(c) PUT AN "X" IN THE APPROPRIATE BOX TO DESCRIBE THE PERSON FILING NOTIFICATION

D Corporation

D Unincorporated Entity

D Natural Person

D Other (Specify)

1(d) DATA FURNISHED BY

D calendar year

D 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

D

D This report is being filed on behalf of

Not Applicable

a foreign person pursuant to § 803.4.

D 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

D 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

NAME

FIRM NAME

BUSINESS ADDRESS

CITY, STATE, COUNTRY

ZIP CODE

TELEPHONE NUMBER

FAX NUMBER

E-MAIL ADDRESS

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""'"1-::-(h7)-:-:ID::-::E=:-N:::T:::IF=:-IC::-A::-:T:::-IO::-N:-:-:':O:-::F:-:A::-N-:-ci::-:N:::D-::-IV-::-:ID:::U-:-A:-:L--:L--:O::-:C::-:A:-::T:::E:::D-:-IN:-:-:::T::-:H-::E-:-U::-N:-::IT:::E:::D:-cS:!::T::-:A:-::T:::E::::S-::D::-::E::-::S:::IG:::N-:-A::-::T:::E:::Dc-:!F:-:O::-::R:-:T=:H-::E:-L:-:I:-:M:::IT:::E:::D--:P:::-U-:-:R::-::P::::O::::S::-::E:-:O::-:F::-·)·_ _ __

RECEIVING NOTICE OF ISSUANCE OF A REQUEST FOR ADDITIONAL INFORMATION OR DOCUMENTS (See§ 803.20(b)(2)(iii

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ITEM 2

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

ACQUIRING PERSONS

LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL

ACQUIRED PERSONS

NAME

NAME

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

D a consolidation (see § 801.2)

D an acquisition of voting securities

D a secondary acquisition

D an acquisition of assets

D a merger (see § 801.2)

D an acquisition subject to§ 801.2 (e)

D a formation of a joint venture or other corporation or

D an acquisition subject to § 801.31

D an acquisition of non-corporate interests

unincorporated entity (see § 801.40 or§ 801.50)

D an acquisition subject to § 801.30 (specify type)

D 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)

D $100 million

D $500 million

(as adjusted)

(as adjusted)

(as adjusted)

D 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

%

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D so%

D 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

%

%

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D $50 million

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32127

ITEM3

3(a) DESCRIPTION OF ACQUISITION

ACQUIRING UPE(S)

ACQUIRED UPE(S)

NAME

NAME

ADDRESS

ADDRESS

ADDRESS LINE 2

ADDRESS LINE 2

CITY, STATE

CITY, STATE

ZIP CODE, COUNTRY

ZIP CODE, COUNTRY

ACQUIRING ENTITY(S)

ACQUIRED ENTITY(S)

NAME

NAME

ADDRESS

ADDRESS

ADDRESS LINE 2

ADDRESS LINE 2

CITY, STATE

CITY, STATE

ZIP CODE, COUNTRY

ZIP CODE, COUNTRY

TRANSACTION DESCRIPTION

ATTACHMENT NUMBER

(IF SUBMITTING PAPER, DO NOT ATTACH THE DOCUMENT TO THIS PAGE)

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3(b) SUBMIT A COPY OF THE MOST RECENT VERSION OF THE CONTRACT OR AGREEMENT (or letter of intent to merge or acquire)

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ITEM4

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.

CENTRAL INDEX

KEY NUMBER

4(a) ENTITIES WITHIN THE PERSON FILING NOTIFICATION THAT FILE ANNUAL REPORTS WITH THE

0 None

SECURITIES AND EXCHANGE COMMISSION

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4(d) ADDITIONAL DOCUMENTS

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D None

REFERENCE NUMBER

D None

ATTACHMENT OR

REFERENCE NUMBER

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ATTAGIIMDH OR

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

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ATTACHMENT OR

REFERENCE NUMBER

D None

4(b) ANNUAL REPORTS AND ANNUAL AUDIT REPORTS

Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations

32129

ITEMS

5(a} DOLLAR REVENUES BY NON-MANUFACTURING INDUSTRY CODE AND BY MANUFACTURED PRODUCT CODE

Check None at the bottom of the page and provide explanation if you are not reporting revenue

YEAR

6-DIGIT

INDUSTRY CODE

AND/OR

10-DIGIT

PRODUCT CODE

DESCRIPTION

TOTAL DOLLAR

REVENUES ($MM)

Attachment:

ID

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D

(PROVIDE EXPLANATION)

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NONE

Overlap

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

OR UNINCORPORATED ENTITY

D Not Applicable

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

HAS AGREED TO MAKE

Attachment:

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

UNINCORPORATED ENTITY WILL RECEIVE

Attachment:

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

WILL ENGAGE

Attachment:

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

CODE (manufactured)

Attachment:

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DESCRIPTION

CODE

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32131

ITEMS

Attachment:

6(a) ENTITIES WITHIN PERSON FILING NOTIFICATION

6(b) HOLDERS OF PERSON FILING NOTIFICATION

Attachment:

SHAREHOLDER/

INTEREST HOLDER

HQADDRESS

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

Attachment:

ISSUER/

UNINCORPORATED ENTITY

UPE OF FILING PERSON

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

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%HELD

Attachment:

ISSUER/

UNINCORPORATED ENTITY

TOP LEVEL ASSOCIATE

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ISSUER/

UNINCORPORATED ENTITY

COUNTRY

CITY

NAME

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ITEM7

OVERLAP DOLLAR REVENUES

D None

7(a) 6-DIGIT NAICS INDUSTRY CODE AND DESCRIPTION

CODE

PERSON I ASSOCIATE I BOTH

DESCRIPTION

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

UPE OF OTHER FILING PERSON

ENTITY THAT OVERLAPS (IF DIFFERENT)

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

(ACQUIRING PERSON ONLY)

TOP LEVEL ASSOCIATE

ENTITY THAT OVERLAPS (IF DIFFERENT)

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

CODE

GEOGRAPHIC MARKET INFORMATION

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

(ACQUIRING PERSON ONLY)

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GEOGRAPHIC MARKET INFORMATION

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CODE

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32133

ITEMS

PRIOR ACQUISITIONS (ACQUIRING PERSON ONLY)

NAICS Code

I

I

Acquired Entity

Former

HQ Address

Acquisition Type

D Securities

OAssets

D Non Corporate Interests

Date of Acquisition:

Notes

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 y e a r - - - - - - - - Signature - - - - - - - - - - - - - - - - - - -

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My Commission expires - - - - - - - - - - - - - - -

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By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 2017–14550 Filed 7–11–17; 8:45 am]

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BILLING CODE 6750–01–C

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