Officials from American Stock Transfer & Trust Co. — the depositary for the offer — tabulated that approximately 21,831,315 shares of Dealertrack had been validly tendered and not validly withdrawn pursuant to the offer — not including 32,900 shares tendered pursuant to notices of guaranteed delivery for which shares have not yet been delivered in settlement or satisfaction of such guarantee. That large figure represents approximately 39.50 percent of Dealertrack's outstanding shares, short of the majority threshold.