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D is corrent. The requirement is to determine the percentage of Wawa’s stock that Simpson must own to qualify for a tax-free incorporation. No gain or loss is recognized if property is transferred to a corporation solely in exchange for stock, and the transferor(s) are in control of the corporation immediately after the exchange. For this purpose, the term "control" means the ownership of at least 80% of the combined voting power of stock entitled to vote, and at least 80% of each class of nonvoting stock.
A is incorrect. Sec. 351 control is at least 80% ownership. 
A is incorrect. Sec. 351 control is at least 80% ownership. 
C is incorrect. Sec. 351 control is at least 80% ownership.