UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Mercury
Systems, Inc.
(Name of Issuer)
Common Stock, par value $0.01
per share
(Title of Class of
Securities)
589378108
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
GARY J. SIMON, ESQ.
HUGHES HUBBARD & REED
LLP
One Battery Park Plaza
New York, New York 10004
(212) 837-6000
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and
Communications)
January 3, 2022
(Date of Event Which Requires
Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
1
The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the
Notes).
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,156,831*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.3%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY
MASTER FUND LTD
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
CAYMAN ISLANDS
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
2,333,266
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
2,333,266
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,333,266*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY S
LLC
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
368,090
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
368,090
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
368,090
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Less than 1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY C
LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
221,718
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
221,718
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
221,718
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Less than 1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE R LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
221,718
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
221,718
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
221,718
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Less than 1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY
MASTER FUND L LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
CAYMAN ISLANDS
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
154,830
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
154,830
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
154,830
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Less than 1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE L LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
154,830
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
154,830
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
154,830
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Less than 1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE R GP LLC
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
376,548
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
376,548
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
376,548
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
Less than 1%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD X MASTER FUND LTD
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
CAYMAN ISLANDS
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
585,950
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
585,950
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
585,950
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
1.0%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD VALUE GP LLC
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,156,831*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.3%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD PRINCIPAL CO LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.3%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
STARBOARD PRINCIPAL CO GP LLC
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
DELAWARE
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.3%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
JEFFREY C. SMITH
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
USA
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,156,831*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.3%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
PETER A. FELD
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
| |
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
| |
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
USA
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
- 0 -
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
4,156,831
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,156,831*
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
| |
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.3%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
* Includes 573,082 Shares underlying certain forward purchase
contracts exercisable within 60 days hereof.
The following
constitutes the Schedule 13D filed by the undersigned (the
“Schedule 13D”).
| Item 1. |
Security and Issuer.
|
This statement
relates to the Common Stock, par value $0.01 per share (the
“Shares”), of Mercury System, Inc., a Massachusetts corporation
(the “Issuer”). The address of the principal executive offices of
the Issuer is 50 Minuteman Road, Andover, Massachusetts
01810.
| Item 2. |
Identity and Background.
|
|
(a) |
This statement is filed by:
|
|
(i) |
Starboard Value and Opportunity Master Fund Ltd, a Cayman
Islands exempted company (“Starboard V&O Fund”), with respect
to the Shares directly and beneficially owned by it;
|
|
(ii) |
Starboard Value and Opportunity S LLC, a Delaware limited
liability company (“Starboard S LLC”), with respect to the Shares
directly and beneficially owned by it;
|
|
(iii) |
Starboard Value and Opportunity C LP, a Delaware limited
partnership (“Starboard C LP”), with respect to the Shares directly
and beneficially owned by it;
|
|
(iv) |
Starboard Value R LP (“Starboard R LP”), as the general
partner of Starboard C LP and the managing member of Starboard P
GP;
|
|
(v) |
Starboard Value and Opportunity Master Fund L LP, a Cayman
Islands exempted limited partnership (“Starboard L Master”), with
respect to the Shares directly and beneficially owned by it;
|
|
(vi) |
Starboard Value L LP (“Starboard L GP”), as the general
partner of Starboard L Master;
|
|
(vii) |
Starboard Value R GP LLC (“Starboard R GP”), as the general
partner of Starboard R LP and Starboard L GP;
|
|
(viii) |
Starboard X Master Fund Ltd, a Cayman Islands exempted company
(“Starboard X Master”), with respect to the Shares directly and
beneficially owned by it;
|
|
(ix) |
Starboard Value LP, as the investment manager of Starboard V&O
Fund, Starboard S LLC, Starboard C LP, Starboard L Master,
Starboard X Master and of a certain managed account (the “Starboard
Value LP Account”);
|
|
(x) |
Starboard Value GP LLC (“Starboard Value GP”), as the general
partner of Starboard Value LP;
|
|
(xi) |
Starboard Principal Co LP (“Principal Co”), as a member of
Starboard Value GP;
|
|
(xii) |
Starboard Principal Co GP LLC (“Principal GP”), as the general
partner of Principal Co;
|
|
(xiii) |
Jeffrey C. Smith, as a member of Principal GP and as a member
of each of the Management Committee of Starboard Value GP and the
Management Committee of Principal GP; and
|
|
(xiv) |
Peter A. Feld, as a member of Principal GP and as a member of
each of the Management Committee of Starboard Value GP and the
Management Committee of Principal GP.
|
Each of the
foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.” Each of the Reporting Persons is party
to that certain Joint Filing Agreement, as further described in
Item 6. Accordingly, the Reporting Persons are hereby filing a
joint Schedule 13D.
(b) The
address of the principal office of each of Starboard V&O Fund,
Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L
Master, Starboard L GP, Starboard R GP, Starboard X Master,
Starboard Value LP, Starboard Value GP, Principal Co, Principal GP,
and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New
York, New York 10017. The officers and directors of Starboard
V&O Fund and Starboard X Master and their principal occupations
and business addresses are set forth on Schedule A and are
incorporated by reference in this Item 2.
(c) The principal
business of Starboard V&O Fund is serving as a private
investment fund. Starboard V&O Fund has been formed for the
purpose of making equity investments and, on occasion, taking an
active role in the management of portfolio companies in order to
enhance shareholder value. Starboard S LLC, Starboard C LP,
Starboard L Master and Starboard X Master have been formed for the
purpose of investing in securities and engaging in all related
activities and transactions. Starboard Value LP provides investment
advisory and management services and acts as the investment manager
of Starboard V&O Fund, Starboard S LLC, Starboard C LP,
Starboard L Master, Starboard X Master and the Starboard Value LP
Account. The principal business of Starboard Value GP is providing
a full range of investment advisory, pension advisory and
management services and serving as the general partner of Starboard
Value LP. The principal business of Principal Co is providing
investment advisory and management services. Principal Co is a
member of Starboard Value GP. Principal GP serves as the general
partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard L GP serves as the general
partner of Starboard L Master. Starboard R GP serves as the general
partner of Starboard R LP and Starboard L GP. Messrs. Smith and
Feld serve as members of Principal GP and the members of each of
the Management Committee of Starboard Value GP and the Management
Committee of Principal GP.
(d) No
Reporting Person, nor any person listed on Schedule A, annexed
hereto, has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person,
nor any person listed on Schedule A, annexed hereto, has, during
the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Messrs.
Smith and Feld are citizens of the United States of America. The
citizenship of the persons listed on Schedule A is set forth
therein.
| Item 3. |
Source and Amount of Funds or Other
Consideration.
|
The Shares
purchased by each of Starboard V&O Fund, Starboard S LLC,
Starboard C LP, Starboard L Master, Starboard X Master and held in
the Starboard Value LP Account were purchased with working capital
(which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted, as set forth in Schedule B,
which is incorporated by reference herein.
The aggregate
purchase price of the 2,333,266 Shares beneficially owned by
Starboard V&O Fund is approximately $123,112,706, excluding
brokerage commissions. The aggregate purchase price of the entered
into over-the-counter forward purchase contracts for the purchase
of 573,082 Shares by Starboard V&O Fund is approximately
$27,329,320, excluding brokerage commissions. The aggregate
purchase price of the 368,090 Shares beneficially owned by
Starboard S LLC is approximately $19,372,301, excluding brokerage
commissions. The aggregate purchase price of the 221,718 Shares
beneficially owned by Starboard C LP is approximately $11,669,997,
excluding brokerage commissions. The aggregate purchase price of
the 154,830 Shares beneficially owned by Starboard L Master is
approximately $8,154,907, excluding brokerage commissions.
The aggregate purchase price of the 585,950 Shares beneficially
owned by Starboard X Master is approximately $30,890,737, excluding
brokerage commissions. The aggregate purchase price of the
4,156,831
Shares held in the Starboard Value LP Account is approximately
$219,527,067, excluding brokerage commissions.
| Item 4. |
Purpose of Transaction.
|
The Reporting
Persons purchased the Shares based on the Reporting Persons’ belief
that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that
would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the
Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem
advisable.
No Reporting
Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as
would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the
Issuer’s financial position and investment strategy, the price
levels of the Shares, conditions in the securities markets and
general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in
the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board of
Directors of the Issuer, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the
Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its
businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure,
board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its
businesses, or suggestions for improving the Issuer’s financial
and/or operational performance, purchasing additional Shares,
selling some or all of their Shares, engaging in short selling of
or any hedging or similar transaction with respect to the Shares,
including swaps and other derivative instruments, or changing their
intention with respect to any and all matters referred to in Item
4.
On January 13,
2022, Starboard Value LP delivered an open letter to the board of
directors of the Issuer, a copy of which is attached hereto as
Exhibit 99.3 and is incorporated by reference herein.
| Item 5. |
Interest in Securities of the Issuer.
|
The aggregate
percentage of Shares reported owned by each person named herein is
based upon 56,645,864 Shares outstanding, as of October 31, 2021,
which is the total number of Shares outstanding as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 9, 2021.
|
(a) |
As of the close of business on January 13, 2022, Starboard
V&O Fund beneficially owned 2,333,266 Shares, including 573,082
Shares underlying certain forward purchase contracts.
|
Percentage:
Approximately 4.1%
|
(b) |
1. Sole power to vote or direct vote: 2,333,266
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 2,333,266
4. Shared power to dispose or direct the disposition: 0
|
(c) |
The transactions in the Shares by Starboard V&O Fund
during the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a) |
As of the close of business on January 13, 2022, Starboard S
LLC beneficially owned 368,090 Shares.
|
Percentage:
Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 368,090
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 368,090
4. Shared power to dispose or direct the disposition: 0
|
(c) |
The transactions in the Shares by Starboard S LLC during the
past sixty days are set forth in Schedule B and are incorporated
herein by reference.
|
|
(a) |
As of the close of business on January 13, 2022, Starboard C
LP beneficially owned 221,718 Shares.
|
Percentage:
Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 221,718
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 221,718
4. Shared power to dispose or direct the disposition: 0
|
(c) |
The transactions in the Shares by Starboard C LP during the
past sixty days are set forth in Schedule B and are incorporated
herein by reference.
|
|
(a) |
Starboard R LP, as the general partner of Starboard C LP, may
be deemed the beneficial owner of the 221,718 Shares owned by
Starboard C LP.
|
Percentage:
Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 221,718
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 221,718
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Starboard R LP has not entered into any transactions in the
Shares during the past sixty days. The transactions in the Shares
on behalf of each of Starboard C LP during the past sixty days are
set forth in Schedule B and are incorporated herein by
reference.
|
|
(a) |
As of the close of business on January 13, 2022, Starboard L
Master beneficially owned 154,830 Shares.
|
Percentage:
Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 154,830
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 154,830
4. Shared power to dispose or direct the disposition: 0
|
(c) |
The transactions in the Shares by Starboard L Master during
the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a) |
Starboard L GP, as the general partner of Starboard L Master,
may be deemed the beneficial owner of the 154,830 Shares owned by
Starboard L Master.
|
Percentage:
Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 154,830
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 154,830
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Starboard L GP has not entered into any transactions in the
Shares during the past sixty days. The transactions in the Shares
on behalf of Starboard L Master during the past sixty days are set
forth in Schedule B and are incorporated herein by reference.
|
|
(a) |
Starboard R GP, as the general partner of Starboard R LP and
Starboard L GP, may be deemed the beneficial owner of the (i)
221,718 Shares owned by Starboard C LP, and (ii) 154,830 Shares
owned by Starboard L Master.
|
Percentage:
Approximately Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 376,548
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 376,548
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Starboard R GP has not entered into any transactions in the
Shares during the past sixty days. The transactions in the Shares
on behalf of each of Starboard C LP and Starboard L Master during
the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a) |
As of the close of business on January 13, 2022, Starboard X
Master beneficially owned 585,950 Shares.
|
Percentage:
Approximately 1.0%
|
(b) |
1. Sole power to vote or direct vote: 585,950
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 585,950
4. Shared power to dispose or direct the disposition: 0
|
(c) |
The transactions in the Shares by Starboard X Master during
the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a) |
As of the close of business on January 13, 2022, 4,156,831
Shares were held in the Starboard Value LP Account, including
573,082 Shares underlying certain forward purchase contracts.
Starboard Value LP, as the investment manager of Starboard V&O
Fund, Starboard C LP, Starboard L Master, Starboard X Master and
the Starboard Value LP Account and the manager of Starboard S LLC,
may be deemed the beneficial owner of the (i) 2,333,266 Shares
owned by Starboard V&O Fund, (ii) 368,090 Shares owned by
Starboard S LLC, (iii) 221,718 Shares owned by Starboard C LP, (iv)
154,830 Shares owned by Starboard L Master, (v) 585,950 Shares
owned by Starboard X Master, and (vi) 492,977 Shares held in the
Starboard Value LP Account.
|
Percentage:
Approximately 7.3%
|
(b) |
1. Sole power to vote or direct vote: 4,156,831
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 4,156,831
4. Shared power to dispose or
direct the disposition: 0
|
(c) |
The transactions in the Shares by Starboard Value LP through
the Starboard Value LP Account and on behalf of each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master
and Starboard X Master during the past sixty days are set forth in
Schedule B and are incorporated herein by reference.
|
|
(a) |
Starboard Value GP, as the general partner of Starboard Value
LP, may be deemed the beneficial owner of the (i) 2,333,266 Shares
owned by Starboard V&O Fund, (ii) 368,090 Shares owned by
Starboard S LLC, (iii) 221,718 Shares owned by Starboard C LP, (iv)
154,830 Shares owned by Starboard L Master, (v) 585,950 Shares
owned by Starboard X Master, and (vi) 492,977 Shares held in the
Starboard Value LP Account.
|
Percentage:
Approximately 7.3%
|
(b) |
1. Sole power to vote or direct vote: 4,156,831
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 4,156,831
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Starboard Value GP has not entered into any transactions in
the Shares during the past sixty days. The transactions in the
Shares by Starboard Value LP through the Starboard Value LP Account
and on behalf of each of Starboard V&O Fund, Starboard S LLC,
Starboard C LP, Starboard L Master and Starboard X Master during
the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a) |
Principal Co, as a member of Starboard Value GP, may be deemed
the beneficial owner of the (i)
2,333,266 Shares owned by Starboard V&O Fund, (ii) 368,090
Shares owned by Starboard S LLC, (iii) 221,718 Shares owned by
Starboard C LP, (iv) 154,830 Shares owned by Starboard L Master,
(v) 585,950 Shares owned by Starboard X Master, and (vi) 492,977
Shares held in the Starboard Value LP Account.
|
Percentage:
Approximately 7.3%
|
(b) |
1. Sole power to vote or direct vote: 4,156,831
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct the disposition: 4,156,831
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Principal Co has not entered into any transactions in the
Shares during the past sixty days. The transactions in the Shares
by Starboard Value LP through the Starboard Value LP Account and on
behalf of each of Starboard V&O Fund, Starboard S LLC,
Starboard C LP, Starboard L Master and Starboard X Master during
the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
|
(a) |
Principal GP, as the general partner of Principal Co, may be
deemed the beneficial owner of the (i) 2,333,266 Shares owned by
Starboard V&O Fund, (ii) 368,090 Shares owned by Starboard S
LLC, (iii) 221,718 Shares owned by Starboard C LP, (iv) 154,830
Shares owned by Starboard L Master, (v) 585,950 Shares owned by
Starboard X Master, and (vi) 492,977 Shares held in the Starboard
Value LP Account.
|
Percentage:
Approximately 7.3%
|
(b) |
1. Sole power to vote or direct vote: 4,156,831
|
2. Shared power to vote or direct
vote: 0
3. Sole power to dispose or direct
the disposition: 4,156,831
4. Shared power to dispose or
direct the disposition: 0
|
(c) |
Principal GP has not entered into any transactions in the
Shares during the past sixty days. The transactions in the Shares
by Starboard Value LP through the Starboard Value LP Account and on
behalf of each of Starboard V&O Fund, Starboard S LLC,
Starboard C LP, Starboard L Master and Starboard X Master during
the past sixty days are set forth in Schedule B and are
incorporated herein by reference.
|
| M. |
Messrs. Smith and Feld
|
|
(a) |
Each of Messrs. Smith and Feld, as a member of Principal GP
and as a member of each of the Management Committee of Starboard
Value GP and the Management Committee of Principal GP, may be
deemed the beneficial owner of the (i) 2,333,266 Shares owned by
Starboard V&O Fund, (ii) 368,090 Shares owned by Starboard S
LLC, (iii) 221,718 Shares owned by Starboard C LP, (iv) 154,830
Shares owned by Starboard L Master, (v) 585,950 Shares owned by
Starboard X Master, and (vi) 492,977 Shares held in the Starboard
Value LP Account.
|
Percentage:
Approximately 7.3%
|
(b) |
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct
vote: 4,156,831
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or
direct the disposition: 4,156,831
|
(c) |
None of Messrs. Smith or Feld has entered into any
transactions in the Shares during the past sixty days. The
transactions in the Shares by Starboard Value LP through the
Starboard Value LP Account and on behalf of each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master
and Starboard X Master during the past sixty days are set forth in
Schedule B and are incorporated herein by reference.
|
The filing of
this Schedule 13D shall not be deemed an admission that the
Reporting Persons are, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owners
of any securities of the Issuer that he or it does not directly
own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the securities reported herein that he or
it does not directly own.
|
(d) |
No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Shares.
|
| Item 6. |
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
|
Starboard
V&O Fund entered into forward purchase contracts with Bank of
America as the counterparty providing for the purchase of an
aggregate of 573,082 Shares, having an aggregate purchase price of
approximately $27,329,320 (each a “BA Forward Contract”). Each of
the BA Forward Contracts has a final valuation date of March 15,
2023, however, Starboard V&O Fund has the ability to elect
early settlement after serving notice to the counter-party of such
intention at least two scheduled trading days in advance of the
desired early final valuation date. Each of the BA Forward
Contracts provides for physical settlement. Until the settlement
date, none of the BA Forward Contracts give the Reporting Persons
voting and dispositive control over the Shares to which such
contracts relate.
On January 13,
2022, the Reporting Persons entered into a Joint Filing Agreement
in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law.
The Joint Filing Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Other than as
described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer
| Item 7. |
Material to be Filed as Exhibits.
|
| |
|
Joint Filing Agreement by and
among Starboard Value and Opportunity Master Fund Ltd, Starboard
Value and Opportunity S LLC, Starboard Value and Opportunity C LP,
Starboard Value R LP, Starboard Value and Opportunity Master Fund L
LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X
Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC,
Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey
C. Smith and Peter A. Feld, dated January 13, 2022.
|
| |
|
|
| |
|
Power of Attorney for Jeffrey C.
Smith and Peter A. Feld, dated January 13, 2022.
|
| |
|
|
| |
|
Letter to the Board of Directors
of the Issuer, dated January 13, 2022.
|
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 13, 2022
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
|
|
|
|
Starboard Value LP,
|
|
|
|
|
|
|
|
| |
|
|
|
STARBOARD VALUE AND OPPORTUNITY S LLC
|
STARBOARD VALUE L LP
|
|
|
Starboard Value LP,
|
|
Starboard Value R GP LLC,
|
|
|
its manager
|
|
|
| |
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY C LP
|
STARBOARD X MASTER FUND LTD
|
|
|
Starboard Value R LP,
|
|
Starboard Value LP,
|
|
|
its general partner
|
|
|
| |
|
|
|
|
STARBOARD VALUE R LP
|
STARBOARD VALUE LP
|
|
|
Starboard Value R GP LLC,
|
|
Starboard Value GP LLC,
|
|
|
|
|
|
| |
|
|
|
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
|
STARBOARD VALUE GP LLC
|
|
|
Starboard Value L LP,
|
|
Starboard Principal Co LP,
|
|
|
its general partner
|
|
its member
|
|
|
|
|
|
| |
|
STARBOARD PRINCIPAL CO LP
|
| |
|
By:
|
Starboard Principal Co GP LLC,
|
| |
|
|
its general partner
|
| |
|
|
|
| |
|
STARBOARD PRINCIPAL CO GP LLC
|
| |
|
|
|
| |
|
STARBOARD VALUE R GP LLC
|
|
|
|
Name:
|
Jeffrey C. Smith
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
JEFFREY C. SMITH
|
|
Individually and as attorney-in-fact for Peter A. Feld
|
SCHEDULE
A
Directors and
Officers of Starboard Value and Opportunity Master Fund Ltd and
Starboard X Master Fund Ltd
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
| |
|
|
|
|
Patrick Agemian
Director
|
Director of Global Funds Management, Ltd.
|
PO Box 10034, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001
|
Canada
|
| |
|
|
|
|
Kenneth R. Marlin
Director
|
Chief Financial Officer, Starboard Value LP
|
777 Third Avenue, 18th Floor
New York, New York 10017
|
United States of America
|
| |
|
|
|
|
Alaina Danley
Director
|
Managing Director of Waystone Governance Ltd.
|
Waystone Governance Ltd.
Suite 5B201, 2nd Floor
One Nexus Way
P.O. Box 2587
Grand Cayman
Cayman Islands, KY1-1103
|
Cayman Islands
|
SCHEDULE
B
Transactions
in the Shares During the Past Sixty Days
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD
|
Purchase of Common Stock
|
3,905
|
51.87
|
11/15/2021
|
|
Purchase of Common Stock
|
3,905
|
51.87
|
11/15/2021
|
|
Purchase of Common Stock
|
2,720
|
51.8414
|
11/15/2021
|
|
Purchase of Common Stock
|
2,720
|
51.8414
|
11/15/2021
|
|
Sale of Common Stock
|
(54,523)
|
52.2878
|
11/16/2021
|
|
Purchase of Common Stock
|
1,645
|
51.958
|
11/16/2021
|
|
Purchase of Common Stock
|
1,644
|
51.958
|
11/16/2021
|
|
Purchase of Forward Contract
|
54,523
|
52.3241
|
11/16/2021
|
|
Sale of Common Stock
|
(54,524)
|
51.4763
|
11/17/2021
|
|
Purchase of Forward Contract
|
54,524
|
51.516
|
11/17/2021
|
|
Purchase of Common Stock
|
7,041
|
51.5427
|
11/17/2021
|
|
Purchase of Common Stock
|
7,041
|
51.5427
|
11/17/2021
|
|
Purchase of Common Stock
|
13,750.0
|
50.547
|
11/18/2021
|
|
Purchase of Common Stock
|
13,750.0
|
50.547
|
11/18/2021
|
|
Purchase of Common Stock
|
13,750.0
|
49.5426
|
11/19/2021
|
|
Purchase of Common Stock
|
13,750.0
|
49.5426
|
11/19/2021
|
|
Sale of Common Stock
|
(54,578.0)
|
50.3282
|
11/22/2021
|
|
Purchase of Forward Contract
|
54,578.0
|
50.4041
|
11/22/2021
|
|
Purchase of Forward Contract
|
41,250.0
|
49.696
|
11/23/2021
|
|
Purchase of Forward Contract
|
23,650.0
|
49.5766
|
11/24/2021
|
|
Purchase of Forward Contract
|
55,000.0
|
48.0831
|
11/26/2021
|
|
Purchase of Forward Contract
|
27,500.0
|
49.1062
|
11/29/2021
|
|
Purchase of Forward Contract
|
54,578.0
|
49.0683
|
11/30/2021
|
|
Sale of Common Stock
|
(54,578.0)
|
49.0235
|
11/30/2021
|
|
Purchase of Common Stock
|
13,274.0
|
48.7722
|
11/30/2021
|
|
Purchase of Common Stock
|
13,273.0
|
48.7722
|
11/30/2021
|
|
Purchase of Common Stock
|
21,525.0
|
49.7852
|
12/01/2021
|
|
Purchase of Common Stock
|
21,525.0
|
49.7852
|
12/01/2021
|
|
Sale of Common Stock
|
(54,599.0)
|
49.7404
|
12/01/2021
|
|
Purchase of Forward Contract
|
54,599.0
|
49.8104
|
12/01/2021
|
|
Sale of Common Stock
|
(82,230.0)
|
47.9215
|
12/02/2021
|
|
Purchase of Forward Contract
|
82,230.0
|
47.9413
|
12/02/2021
|
|
Purchase of Common Stock
|
5,740.0
|
47.7811
|
12/02/2021
|
|
Purchase of Common Stock
|
5,740.0
|
47.7811
|
12/02/2021
|
|
Purchase of Common Stock
|
7,175.0
|
47.1249
|
12/03/2021
|
|
Purchase of Common Stock
|
7,175.0
|
47.1249
|
12/03/2021
|
|
Sale of Common Stock
|
(82,436.0)
|
48.2275
|
12/07/2021
|
|
Purchase of Forward Contract
|
82,436.0
|
48.2787
|
12/07/2021
|
|
Sale of Common Stock
|
(82,436.0)
|
46.8885
|
12/09/2021
|
|
Purchase of Forward Contract
|
82,436.0
|
46.942
|
12/09/2021
|
|
Purchase of Common Stock
|
6,142.0
|
46.83
|
12/10/2021
|
|
Purchase of Common Stock
|
6,142.0
|
46.83
|
12/10/2021
|
|
Purchase of Common Stock
|
8,123.0
|
46.9811
|
12/10/2021
|
|
Purchase of Common Stock
|
8,123.0
|
46.9811
|
12/10/2021
|
|
Purchase of Common Stock
|
5,688.0
|
47.9096
|
12/13/2021
|
|
Purchase of Common Stock
|
5,688.0
|
47.9096
|
12/13/2021
|
|
Sale of Common Stock
|
(47,872.0)
|
48.9875
|
12/14/2021
|
|
Purchase of Forward Contract
|
47,872.0
|
49.0365
|
12/14/2021
|
|
Purchase of Common Stock
|
21,525.0
|
49.8975
|
12/15/2021
|
|
Purchase of Common Stock
|
21,525.0
|
49.8975
|
12/15/2021
|
|
Sale of Common Stock
|
(92,999.0)
|
50.4373
|
12/16/2021
|
|
Purchase of Forward Contract
|
92,999.0
|
50.5365
|
12/16/2021
|
|
Purchase of Common Stock
|
7,175.0
|
50.0766
|
12/16/2021
|
|
Purchase of Common Stock
|
7,175.0
|
50.0766
|
12/16/2021
|
|
Sale of Common Stock
|
(92,585.0)
|
49.2765
|
12/20/2021
|
|
Purchase of Forward Contract
|
92,585.0
|
49.3049
|
12/20/2021
|
|
Purchase of Common Stock
|
7,175.0
|
49.6442
|
12/20/2021
|
|
Purchase of Common Stock
|
7,175.0
|
49.6442
|
12/20/2021
|
|
Purchase of Common Stock
|
9,882.0
|
51.4446
|
12/21/2021
|
|
Purchase of Common Stock
|
9,882.0
|
51.4446
|
12/21/2021
|
|
Sale of Common Stock
|
(92,027.0)
|
51.2378
|
12/21/2021
|
|
Purchase of Forward Contract
|
92,027.0
|
51.2967
|
12/21/2021
|
|
Sale of Common Stock
|
(89,219.0)
|
51.005
|
12/22/2021
|
|
Sale of Common Stock
|
(1,644.0)
|
51.005
|
12/22/2021
|
|
Purchase of Forward Contract
|
90,863.0
|
51.0574
|
12/22/2021
|
|
Purchase of Common Stock
|
2,057.0
|
54.9298
|
12/23/2021
|
|
Purchase of Common Stock
|
2,057.0
|
54.9298
|
12/23/2021
|
|
Purchase of Common Stock
|
58,919.0
|
55.6249
|
12/23/2021
|
|
Purchase of Common Stock
|
58,919.0
|
55.6249
|
12/23/2021
|
|
Purchase of Forward Contract
|
28,700.0
|
53.7574
|
12/23/2021
|
|
Sale of Common Stock
|
(57,740.0)
|
55.4034
|
12/27/2021
|
|
Purchase of Forward Contract
|
57,740.0
|
55.4395
|
12/27/2021
|
|
Purchase of Common Stock
|
35,875.0
|
55.3576
|
12/27/2021
|
|
Purchase of Common Stock
|
35,875.0
|
55.3576
|
12/27/2021
|
|
Purchase of Common Stock
|
1,493.0
|
55.86
|
12/28/2021
|
|
Purchase of Common Stock
|
1,493.0
|
55.86
|
12/28/2021
|
|
Sale of Common Stock
|
(86,366.0)
|
55.7334
|
12/28/2021
|
|
Purchase of Forward Contract
|
86,366.0
|
55.7862
|
12/28/2021
|
|
Purchase of Common Stock
|
50,167.0
|
55.7669
|
12/28/2021
|
|
Purchase of Common Stock
|
50,167.0
|
55.7669
|
12/28/2021
|
|
Sale of Common Stock
|
(86,203.0)
|
54.8951
|
12/29/2021
|
|
Purchase of Forward Contract
|
86,203.0
|
54.9464
|
12/29/2021
|
|
Sale of Common Stock
|
(62,145.0)
|
55.7249
|
12/30/2021
|
|
Sale of Common Stock
|
(19,938.0)
|
55.7249
|
12/30/2021
|
|
Purchase of Forward Contract
|
82,083.0
|
55.7993
|
12/30/2021
|
|
Purchase of Forward Contract
|
20,090.0
|
55.6412
|
12/31/2021
|
|
Purchase of Common Stock
|
1,764.0
|
56.3048
|
01/03/2022
|
|
Purchase of Common Stock
|
1,764.0
|
56.3048
|
01/03/2022
|
|
Purchase of Common Stock
|
19,167.0
|
56.018
|
01/03/2022
|
|
Purchase of Common Stock
|
19,166.0
|
56.018
|
01/03/2022
|
|
Purchase of Common Stock
|
29,869.0
|
57.0904
|
01/04/2022
|
|
Purchase of Common Stock
|
29,869.0
|
57.0904
|
01/04/2022
|
|
Purchase of Common Stock
|
132,029.0
|
57.524
|
01/05/2022
|
|
Purchase of Common Stock
|
132,030.0
|
57.524
|
01/05/2022
|
|
Purchase of Common Stock
|
53,536.0
|
56.688
|
01/06/2022
|
|
Purchase of Common Stock
|
53,536.0
|
56.688
|
01/06/2022
|
|
Purchase of Common Stock
|
19,685.0
|
56.8095
|
01/07/2022
|
|
Purchase of Common Stock
|
19,685.0
|
56.8095
|
01/07/2022
|
|
Purchase of Common Stock
|
35,563.0
|
55.6399
|
01/10/2022
|
|
Purchase of Common Stock
|
35,562.0
|
55.6399
|
01/10/2022
|
|
Purchase of Common Stock
|
28,450.0
|
57.1062
|
01/11/2022
|
|
Purchase of Common Stock
|
28,450.0
|
57.1062
|
01/11/2022
|
|
Purchase of Common Stock
|
1,000,000.0
|
52.3903
|
01/12/2022
|
|
Exercise of Forward Contract
|
(1,000,000.0)
|
52.3658
|
01/12/2022
|
|
Purchase of Common Stock
|
31,580.0
|
57.3145
|
01/12/2022
|
|
Purchase of Common Stock
|
31,579.0
|
57.3145
|
01/12/2022
|
|
Purchase of Common Stock
|
28,450.0
|
58.2419
|
01/13/2022 |
|
Purchase of Common Stock
|
28,450.0
|
58.2419
|
01/13/2022 |
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD
VALUE AND OPPORTUNITY S LLC
|
Purchase of Common Stock
|
1,292.0
|
51.87
|
11/15/2021
|
|
Purchase of Common Stock
|
900.0
|
51.8414
|
11/15/2021
|
|
Sale of Common Stock
|
(9,031.0)
|
52.2878
|
11/16/2021
|
|
Purchase of Common Stock
|
544.0
|
51.958
|
11/16/2021
|
|
Purchase of Forward Contract
|
9,031.0
|
52.3241
|
11/16/2021
|
|
Sale of Common Stock
|
(9,032.0)
|
51.4763
|
11/17/2021
|
|
Purchase of Forward Contract
|
9,032.0
|
51.516
|
11/17/2021
|
|
Purchase of Common Stock
|
2,330.0
|
51.5427
|
11/17/2021
|
|
Purchase of Common Stock
|
4,550.0
|
50.547
|
11/18/2021
|
|
Purchase of Common Stock
|
4,550.0
|
49.5426
|
11/19/2021
|
|
Sale of Common Stock
|
(9,040.0)
|
50.3282
|
11/22/2021
|
|
Purchase of Forward Contract
|
9,040.0
|
50.4041
|
11/22/2021
|
|
Purchase of Forward Contract
|
6,825.0
|
49.696
|
11/23/2021
|
|
Purchase of Forward Contract
|
3,913.0
|
49.5766
|
11/24/2021
|
|
Purchase of Forward Contract
|
9,100.0
|
48.0831
|
11/26/2021
|
|
Purchase of Forward Contract
|
4,550.0
|
49.1062
|
11/29/2021
|
|
Purchase of Forward Contract
|
9,039.0
|
49.0683
|
11/30/2021
|
|
Sale of Common Stock
|
(9,039.0)
|
49.0235
|
11/30/2021
|
|
Purchase of Common Stock
|
4,392.0
|
48.7722
|
11/30/2021
|
|
Purchase of Common Stock
|
6,525.0
|
49.7852
|
12/01/2021
|
|
Sale of Common Stock
|
(9,042.0)
|
49.7404
|
12/01/2021
|
|
Purchase of Common Stock
|
9,042.0
|
49.8104
|
12/01/2021
|
|
Sale of Common Stock
|
(13,523.0)
|
47.9215
|
12/02/2021
|
|
Purchase of Forward Contract
|
13,523.0
|
47.9413
|
12/02/2021
|
|
Purchase of Common Stock
|
1,740.0
|
47.7811
|
12/02/2021
|
|
Purchase of Common Stock
|
2,175.0
|
47.1249
|
12/03/2021
|
|
Sale of Common Stock
|
(13,498.0)
|
48.2275
|
12/07/2021
|
|
Purchase of Forward Contract
|
13,498.0
|
48.2787
|
12/07/2021
|
|
Purchase of Common Stock
|
(13,498.0)
|
46.8885
|
12/09/2021
|
|
Purchase of Forward Contract
|
13,498.0
|
46.942
|
12/09/2021
|
|
Purchase of Common Stock
|
1,862.0
|
46.83
|
12/10/2021
|
|
Purchase of Common Stock
|
2,462.0
|
46.9811
|
12/10/2021
|
|
Purchase of Common Stock
|
1,724.0
|
47.9096
|
12/13/2021
|
|
Sale of Common Stock
|
(7,770.0)
|
48.9875
|
12/14/2021
|
|
Purchase of Forward Contract
|
7,770.0
|
49.0365
|
12/14/2021
|
|
Purchase of Common Stock
|
6,525.0
|
49.8975
|
12/15/2021
|
|
Sale of Common Stock
|
(14,967.0)
|
50.4373
|
12/16/2021
|
|
Purchase of Forward Contract
|
14,967.0
|
50.5365
|
12/16/2021
|
|
Purchase of Common Stock
|
2,175.0
|
50.0766
|
12/16/2021
|
|
Sale of Common Stock
|
(14,851.0)
|
49.2765
|
12/20/2021
|
|
Purchase of Forward Contract
|
14,851.0
|
49.3049
|
12/20/2021
|
|
Purchase of Common Stock
|
2,175.0
|
49.6442
|
12/20/2021
|
|
Purchase of Common Stock
|
2,996.0
|
51.4446
|
12/21/2021
|
|
Sale of Common Stock
|
(14,697.0)
|
51.2378
|
12/21/2021
|
|
Purchase of Forward Contract
|
14,697.0
|
51.2967
|
12/21/2021
|
|
Sale of Common Stock
|
(14,374.0)
|
51.005
|
12/22/2021
|
|
Purchase of Forward Contract
|
14,374.0
|
51.0574
|
12/22/2021
|
|
Purchase of Common Stock
|
623.0
|
54.9298
|
12/23/2021
|
|
Purchase of Common Stock
|
17,860.0
|
55.6249
|
12/23/2021
|
|
Purchase of Common Stock
|
4,350.0
|
53.7574
|
12/23/2021
|
|
Sale of Common Stock
|
(8,794.0)
|
55.4034
|
12/27/2021
|
|
Purchase of Forward Contract
|
8,794.0
|
55.4395
|
12/27/2021
|
|
Purchase of Common Stock
|
10,875.0
|
55.3576
|
12/27/2021
|
|
Purchase of Common Stock
|
452.0
|
55.86
|
12/28/2021
|
|
Sale of Common Stock
|
(13,123.0)
|
55.7334
|
12/28/2021
|
|
Purchase of Forward Contract
|
13,123.0
|
55.7862
|
12/28/2021
|
|
Purchase of Common Stock
|
15,208.0
|
55.7669
|
12/28/2021
|
|
Sale of Common Stock
|
(13,079.0)
|
54.8951
|
12/29/2021
|
|
Purchase of Common Stock
|
13,079.0
|
54.9464
|
12/29/2021
|
|
Sale of Common Stock
|
(12,453.0)
|
55.7249
|
12/30/2021
|
|
Purchase of Forward Contract
|
12,453.0
|
55.7993
|
12/30/2021
|
|
Purchase of Forward Contract
|
3,045.0
|
55.6412
|
12/31/2021
|
|
Purchase of Common Stock
|
533.0
|
56.3048
|
01/03/2022
|
|
Purchase of Common Stock
|
5,794.0
|
56.018
|
01/03/2022
|
|
Purchase of Common Stock
|
9,029.0
|
57.0904
|
01/04/2022
|
|
Purchase of Common Stock
|
39,910.0
|
57.524
|
01/05/2022
|
|
Purchase of Common Stock
|
16,183.0
|
56.688
|
01/06/2022
|
|
Purchase of Common Stock
|
5,951.0
|
56.8095
|
01/07/2022
|
|
Purchase of Common Stock
|
10,750.0
|
55.6399
|
01/10/2022
|
|
Purchase of Common Stock
|
8,600.0
|
57.1062
|
01/11/2022
|
|
Purchase of Common Stock
|
253,194.0
|
50.6085
|
01/12/2022
|
|
Exercise of Forward Contract
|
(253,194.0)
|
50.5759
|
01/12/2022
|
|
Purchase of Common Stock
|
9,546.0
|
57.3145
|
01/12/2022
|
|
Purchase of Common Stock
|
8,600
|
58.2419
|
01/13/2022
|
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD
VALUE AND OPPORTUNITY C LP
|
Purchase of Common Stock
|
781.0
|
51.87
|
11/17/2021
|
|
Purchase of Common Stock
|
544.0
|
51.8414
|
11/17/2021
|
|
Sale of Common Stock
|
(5,459.0)
|
52.2878
|
11/18/2021
|
|
Purchase of Common Stock
|
329.0
|
51.958
|
11/18/2021
|
|
Purchase of Forward Contract
|
5,459.0
|
52.3241
|
11/18/2021
|
|
Sale of Common Stock
|
(5,459.0)
|
51.4763
|
11/19/2021
|
|
Purchase of Forward Contract
|
5,459.0
|
51.516
|
11/19/2021
|
|
Purchase of Common Stock
|
1,408.0
|
51.5427
|
11/19/2021
|
|
Purchase of Common Stock
|
2,750.0
|
50.547
|
11/22/2021
|
|
Purchase of Common Stock
|
2,750.0
|
49.5426
|
11/23/2021
|
|
Sale of Common Stock
|
(5,463.0)
|
50.3282
|
11/24/2021
|
|
Purchase of Forward Contract
|
5,463.0
|
50.4041
|
11/24/2021
|
|
Purchase of Forward Contract
|
4,125.0
|
49.696
|
11/26/2021
|
|
Purchase of Forward Contract
|
2,365.0
|
49.5766
|
11/29/2021
|
|
Purchase of Forward Contract
|
5,500.0
|
48.0831
|
11/30/2021
|
|
Purchase of Forward Contract
|
2,750.0
|
49.1062
|
12/01/2021
|
|
Purchase of Forward Contract
|
5,463.0
|
49.0683
|
12/02/2021
|
|
Sale of Common Stock
|
(5,463.0)
|
49.0235
|
12/02/2021
|
|
Purchase of Common Stock
|
2,655.0
|
48.7722
|
12/02/2021
|
|
Purchase of Common Stock
|
3,900.0
|
49.7852
|
12/03/2021
|
|
Sale of Common Stock
|
(5,465.0)
|
49.7404
|
12/03/2021
|
|
Purchase of Forward Contract
|
5,465.0
|
49.8104
|
12/03/2021
|
|
Sale of Common Stock
|
(8,167.0)
|
47.9215
|
12/06/2021
|
|
Purchase of Forward Contract
|
8,167.0
|
47.9413
|
12/06/2021
|
|
Purchase of Common Stock
|
1,040.0
|
47.7811
|
12/06/2021
|
|
Purchase of Common Stock
|
1,300.0
|
47.1249
|
12/07/2021
|
|
Sale of Common Stock
|
(8,147.0)
|
48.2275
|
12/09/2021
|
|
Purchase of Forward Contract
|
8,147.0
|
48.2787
|
12/09/2021
|
|
Sale of Common Stock
|
(8,147.0)
|
46.8885
|
12/13/2021
|
|
Purchase of Forward Contract
|
8,147.0
|
46.942
|
12/13/2021
|
|
Purchase of Common Stock
|
1,113.0
|
46.83
|
12/14/2021
|
|
Purchase of Common Stock
|
1,472.0
|
46.9811
|
12/14/2021
|
|
Purchase of Common Stock
|
1,030.0
|
47.9096
|
12/15/2021
|
|
Sale of Common Stock
|
(4,685.0)
|
48.9875
|
12/16/2021
|
|
Purchase of Forward Contract
|
4,685.0
|
49.0365
|
12/16/2021
|
|
Purchase of Common Stock
|
3,900.0
|
49.8975
|
12/17/2021
|
|
Sale of Common Stock
|
(9,015.0)
|
50.4373
|
12/20/2021
|
|
Purchase of Forward Contract
|
9,015.0
|
50.5365
|
12/20/2021
|
|
Purchase of Common Stock
|
1,300.0
|
50.0766
|
12/20/2021
|
|
Sale of Common Stock
|
(8,941.0)
|
49.2765
|
12/22/2021
|
|
Purchase of Forward Contract
|
8,941.0
|
49.3049
|
12/22/2021
|
|
Purchase of Common Stock
|
1,300.0
|
49.6442
|
12/22/2021
|
|
Purchase of Common Stock
|
1,791.0
|
51.4446
|
12/23/2021
|
|
Sale of Common Stock
|
(8,844.0)
|
51.2378
|
12/23/2021
|
|
Purchase of Forward Contract
|
8,844.0
|
51.2967
|
12/23/2021
|
|
Sale of Common Stock
|
(8,639.0)
|
51.005
|
12/27/2021
|
|
Purchase of Forward Contract
|
8,639.0
|
51.0574
|
12/27/2021
|
|
Purchase of Common Stock
|
372.0
|
54.9298
|
12/28/2021
|
|
Purchase of Common Stock
|
10,675.0
|
55.6249
|
12/28/2021
|
|
Purchase of Forward Contract
|
2,600.0
|
53.7574
|
12/28/2021
|
|
Sale of Common Stock
|
(5,259.0)
|
55.4034
|
12/29/2021
|
|
Purchase of Forward Contract
|
5,259.0
|
55.4395
|
12/29/2021
|
|
Purchase of Common Stock
|
6,500.0
|
55.3576
|
12/29/2021
|
|
Purchase of Common Stock
|
270.0
|
55.86
|
12/30/2021
|
|
Sale of Common Stock
|
(7,847.0)
|
55.7334
|
12/30/2021
|
|
Purchase of Forward Contract
|
7,847.0
|
55.7862
|
12/30/2021
|
|
Purchase of Common Stock
|
9,090.0
|
55.7669
|
12/30/2021
|
|
Sale of Common Stock
|
(7,818.0)
|
54.8951
|
12/31/2021
|
|
Purchase of Forward Contract
|
7,818.0
|
54.9464
|
12/31/2021
|
|
Sale of Common Stock
|
(7,444.0)
|
55.7249
|
01/03/2022
|
|
Purchase of Forward Contract
|
7,444.0
|
55.7993
|
01/03/2022
|
|
Purchase of Forward Contract
|
1,820.0
|
55.6412
|
01/04/2022
|
|
Purchase of Common Stock
|
322.0
|
56.3048
|
01/05/2022
|
|
Purchase of Common Stock
|
3,503.0
|
56.018
|
01/05/2022
|
|
Purchase of Common Stock
|
5,459.0
|
57.0904
|
01/06/2022
|
|
Purchase of Common Stock
|
24,132.0
|
57.524
|
01/07/2022
|
|
Purchase of Common Stock
|
9,785.0
|
56.688
|
01/10/2022
|
|
Purchase of Common Stock
|
3,598.0
|
56.8095
|
01/10/2022
|
|
Purchase of Common Stock
|
6,500.0
|
55.6399
|
01/10/2022
|
|
Purchase of Common Stock
|
5,200.0
|
57.1062
|
01/11/2022
|
|
Purchase of Common Stock
|
152,247.0
|
50.6048
|
01/12/2022
|
|
Exercise of Forward Contract
|
(152,247.0)
|
50.5722
|
01/12/2022
|
|
Purchase of Common Stock
|
5,772.0
|
57.3145
|
01/12/2022
|
|
Purchase of Common Stock
|
5,200.0
|
58.2419
|
01/13/2022 |
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND L LP
|
Purchase of Common Stock
|
540.0
|
51.87
|
11/17/2021
|
|
Purchase of Common Stock
|
376.0
|
51.8414
|
11/17/2021
|
|
Sale of Common Stock
|
(3,771.0)
|
52.2878
|
11/18/2021
|
|
Purchase of Common Stock
|
227.0
|
51.958
|
11/18/2021
|
|
Purchase of Forward Contract
|
3,771.0
|
52.3241
|
11/18/2021
|
|
Sale of Common Stock
|
(3,772.0)
|
51.4763
|
11/19/2021
|
|
Purchase of Forward Contract
|
3,772.0
|
51.516
|
11/19/2021
|
|
Purchase of Common Stock
|
973.0
|
51.5427
|
11/19/2021
|
|
Purchase of Common Stock
|
1,900.0
|
50.547
|
11/22/2021
|
|
Purchase of Common Stock
|
1,900.0
|
49.5426
|
11/23/2021
|
|
Sale of Common Stock
|
(3,775.0)
|
50.3282
|
11/24/2021
|
|
Purchase of Forward Contract
|
3,775.0
|
50.4041
|
11/24/2021
|
|
Purchase of Forward Contract
|
2,850.0
|
49.696
|
11/26/2021
|
|
Purchase of Forward Contract
|
1,634.0
|
49.5766
|
11/29/2021
|
|
Purchase of Forward Contract
|
3,800.0
|
48.0831
|
11/30/2021
|
|
Purchase of Forward Contract
|
1,900.0
|
49.1062
|
12/01/2021
|
|
Purchase of Forward Contract
|
3,776.0
|
49.0683
|
12/02/2021
|
|
Sale of Common Stock
|
(3,776.0)
|
49.0235
|
12/02/2021
|
|
Purchase of Common Stock
|
1,834.0
|
48.7722
|
12/02/2021
|
|
Purchase of Common Stock
|
2,700.0
|
49.7852
|
12/03/2021
|
|
Sale of Common Stock
|
(3,777.0)
|
49.7404
|
12/03/2021
|
|
Purchase of Forward Contract
|
3,777.0
|
49.8104
|
12/03/2021
|
|
Sale of Common Stock
|
(5,643.0)
|
47.9215
|
12/06/2021
|
|
Purchase of Forward Contract
|
5,643.0
|
47.9413
|
12/06/2021
|
|
Purchase of Common Stock
|
720.0
|
47.7811
|
12/06/2021
|
|
Purchase of Common Stock
|
900.0
|
47.1249
|
12/07/2021
|
|
Sale of Common Stock
|
(5,630.0)
|
48.2275
|
12/09/2021
|
|
Purchase of Forward Contract
|
5,630.0
|
48.2787
|
12/09/2021
|
|
Sale of Common Stock
|
(5,630.0)
|
46.8885
|
12/13/2021
|
|
Purchase of Forward Contract
|
5,630.0
|
46.942
|
12/13/2021
|
|
Purchase of Common Stock
|
770.0
|
46.83
|
12/14/2021
|
|
Purchase of Common Stock
|
1,019.0
|
46.9811
|
12/14/2021
|
|
Purchase of Common Stock
|
714.0
|
47.9096
|
12/15/2021
|
|
Sale of Common Stock
|
(3,239.0)
|
48.9875
|
12/16/2021
|
|
Purchase of Forward Contract
|
3,239.0
|
49.0365
|
12/16/2021
|
|
Purchase of Common Stock
|
2,700.0
|
49.8975
|
12/17/2021
|
|
Sale of Common Stock
|
(6,231.0)
|
50.4373
|
12/20/2021
|
|
Purchase of Forward Contract
|
6,231.0
|
50.5365
|
12/20/2021
|
|
Purchase of Common Stock
|
900.0
|
50.0766
|
12/20/2021
|
|
Sale of Common Stock
|
(6,182.0)
|
49.2765
|
12/22/2021
|
|
Purchase of Forward Contract
|
6,182.0
|
49.3049
|
12/22/2021
|
|
Purchase of Common Stock
|
900.0
|
49.6442
|
12/22/2021
|
|
Purchase of Common Stock
|
1,240.0
|
51.4446
|
12/23/2021
|
|
Sale of Common Stock
|
(6,114.0)
|
51.2378
|
12/23/2021
|
|
Purchase of Forward Contract
|
6,114.0
|
51.2967
|
12/23/2021
|
|
Sale of Common Stock
|
(5,974.0)
|
51.005
|
12/27/2021
|
|
Purchase of Forward Contract
|
5,974.0
|
51.0574
|
12/27/2021
|
|
Purchase of Common Stock
|
258.0
|
54.9298
|
12/28/2021
|
|
Purchase of Common Stock
|
7,391.0
|
55.6249
|
12/28/2021
|
|
Purchase of Forward Contract
|
1,800.0
|
53.7574
|
12/28/2021
|
|
Sale of Common Stock
|
(3,641.0)
|
55.4034
|
12/29/2021
|
|
Purchase of Forward Contract
|
3,641.0
|
55.4395
|
12/29/2021
|
|
Purchase of Common Stock
|
4,500.0
|
55.3576
|
12/29/2021
|
|
Purchase of Common Stock
|
187.0
|
55.86
|
12/30/2021
|
|
Sale of Common Stock
|
(5,433.0)
|
55.7334
|
12/30/2021
|
|
Purchase of Forward Contract
|
5,433.0
|
55.7862
|
12/30/2021
|
|
Purchase of Common Stock
|
6,293.0
|
55.7669
|
12/30/2021
|
|
Sale of Common Stock
|
(5,412.0)
|
54.8951
|
12/31/2021
|
|
Purchase of Forward Contract
|
5,412.0
|
54.9464
|
12/31/2021
|
|
Sale of Common Stock
|
(5,154.0)
|
55.7249
|
01/03/2022
|
|
Purchase of Forward Contract
|
5,154.0
|
55.7993
|
01/03/2022
|
|
Purchase of Forward Contract
|
1,260.0
|
55.6412
|
01/04/2022
|
|
Purchase of Common Stock
|
229.0
|
56.3048
|
01/05/2022
|
|
Purchase of Common Stock
|
2,493.0
|
56.018
|
01/05/2022
|
|
Purchase of Common Stock
|
3,885.0
|
57.0904
|
01/06/2022
|
|
Purchase of Common Stock
|
17,171.0
|
57.524
|
01/07/2022
|
|
Purchase of Common Stock
|
6,962.0
|
56.688
|
01/10/2022
|
|
Purchase of Common Stock
|
2,560.0
|
56.8095
|
01/11/2022
|
|
Purchase of Common Stock
|
4,625.0
|
55.6399
|
01/12/2022
|
|
Purchase of Common Stock
|
3,700.0
|
57.1062
|
01/12/2022
|
|
Purchase of Common Stock
|
105,398.0
|
50.6007
|
01/12/2022
|
|
Exercise of Forward Contract
|
(105,398.0)
|
50.5681
|
01/12/2022
|
|
Purchase of Common Stock
|
4,107.0
|
57.3145
|
01/12/2022
|
|
Purchase of Common Stock
|
3,700.0
|
58.2419
|
01/13/2022
|
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD X
MASTER FUND LTD
|
Purchase of Common Stock
|
2,059.0
|
51.87
|
11/17/2021
|
|
Purchase of Common Stock
|
1,435.0
|
51.8414
|
11/17/2021
|
|
Sale of Common Stock
|
(15,080.0)
|
52.2878
|
11/18/2021
|
|
Purchase of Common Stock
|
867.0
|
51.958
|
11/18/2021
|
|
Purchase of Forward Contract
|
15,080.0
|
52.3241
|
11/18/2021
|
|
Sale of Common Stock
|
(15,077.0)
|
51.4763
|
11/19/2021
|
|
Purchase of Forward Contract
|
15,077.0
|
51.516
|
11/19/2021
|
|
Purchase of Common Stock
|
3,712.0
|
51.5427
|
11/19/2021
|
|
Purchase of Common Stock
|
7,250.0
|
50.547
|
11/22/2021
|
|
Purchase of Common Stock
|
7,250.0
|
49.5426
|
11/23/2021
|
|
Sale of Common Stock
|
(15,012.0)
|
50.3282
|
11/24/2021
|
|
Purchase of Forward Contract
|
15,012.0
|
50.4041
|
11/24/2021
|
|
Purchase of Forward Contract
|
10,875.0
|
49.696
|
11/26/2021
|
|
Purchase of Forward Contract
|
6,235.0
|
49.5766
|
11/29/2021
|
|
Purchase of Forward Contract
|
14,500.0
|
48.0831
|
11/30/2021
|
|
Purchase of Forward Contract
|
7,250.0
|
49.1062
|
12/01/2021
|
|
Purchase of Forward Contract
|
15,012.0
|
49.0683
|
12/02/2021
|
|
Sale of Common Stock
|
(15,012.0)
|
49.0235
|
12/02/2021
|
|
Purchase of Common Stock
|
6,999.0
|
48.7722
|
12/02/2021
|
|
Purchase of Common Stock
|
10,275.0
|
49.7852
|
12/03/2021
|
|
Sale of Common Stock
|
(14,987.0)
|
49.7404
|
12/03/2021
|
|
Purchase of Forward Contract
|
14,987.0
|
49.8104
|
12/03/2021
|
|
Sale of Common Stock
|
(22,328.0)
|
47.9215
|
12/06/2021
|
|
Purchase of Forward Contract
|
22,328.0
|
47.9413
|
12/06/2021
|
|
Purchase of Common Stock
|
2,740.0
|
47.7811
|
12/06/2021
|
|
Purchase of Common Stock
|
3,425.0
|
47.1249
|
12/07/2021
|
|
Sale of Common Stock
|
(22,234.0)
|
48.2275
|
12/09/2021
|
|
Purchase of Forward Contract
|
22,234.0
|
48.2787
|
12/09/2021
|
|
Sale of Common Stock
|
(22,234.0)
|
46.8885
|
12/13/2021
|
|
Purchase of Forward Contract
|
22,234.0
|
46.942
|
12/13/2021
|
|
Purchase of Common Stock
|
2,932.0
|
46.83
|
12/14/2021
|
|
Purchase of Common Stock
|
3,877.0
|
46.9811
|
12/14/2021
|
|
Purchase of Common Stock
|
2,715.0
|
47.9096
|
12/15/2021
|
|
Sale of Common Stock
|
(12,737.0)
|
48.9875
|
12/16/2021
|
|
Purchase of Forward Contract
|
12,737.0
|
49.0365
|
12/16/2021
|
|
Purchase of Common Stock
|
10,275.0
|
49.8975
|
12/17/2021
|
|
Sale of Common Stock
|
(24,417.0)
|
50.4373
|
12/20/2021
|
|
Purchase of Forward Contract
|
24,417.0
|
50.5365
|
12/20/2021
|
|
Purchase of Common Stock
|
3,425.0
|
50.0766
|
12/20/2021
|
|
Sale of Common Stock
|
(24,185.0)
|
49.2765
|
12/22/2021
|
|
Purchase of Forward Contract
|
24,185.0
|
49.3049
|
12/22/2021
|
|
Purchase of Common Stock
|
3,425.0
|
49.6442
|
12/22/2021
|
|
Purchase of Common Stock
|
4,717.0
|
51.4446
|
12/23/2021
|
|
Sale of Common Stock
|
(23,872.0)
|
51.2378
|
12/23/2021
|
|
Purchase of Forward Contract
|
23,872.0
|
51.2967
|
12/23/2021
|
|
Sale of Common Stock
|
(5,072.0)
|
51.005
|
12/27/2021
|
|
Sale of Common Stock
|
(18,148.0)
|
51.005
|
12/27/2021
|
|
Purchase of Forward Contract
|
23,220.0
|
51.0574
|
12/27/2021
|
|
Purchase of Common Stock
|
982.0
|
54.9298
|
12/28/2021
|
|
Purchase of Common Stock
|
28,125.0
|
55.6249
|
12/28/2021
|
|
Purchase of Forward Contract
|
6,850.0
|
53.7574
|
12/28/2021
|
|
Sale of Common Stock
|
(13,890.0)
|
55.4034
|
12/29/2021
|
|
Purchase of Forward Contract
|
13,890.0
|
55.4395
|
12/29/2021
|
|
Purchase of Common Stock
|
17,125.0
|
55.3576
|
12/29/2021
|
|
Purchase of Common Stock
|
712.0
|
55.86
|
12/30/2021
|
|
Sale of Common Stock
|
(20,700.0)
|
55.7334
|
12/30/2021
|
|
Purchase of Forward Contract
|
20,700.0
|
55.7862
|
12/30/2021
|
|
Purchase of Common Stock
|
23,948.0
|
55.7669
|
12/30/2021
|
|
Sale of Common Stock
|
(20,607.0)
|
54.8951
|
12/31/2021
|
|
Purchase of Forward Contract
|
20,607.0
|
54.9464
|
12/31/2021
|
|
Sale of Common Stock
|
(3,928.0)
|
55.7249
|
01/03/2022
|
|
Sale of Common Stock
|
(15,695.0)
|
55.7249
|
01/03/2022
|
|
Purchase of Forward Contract
|
19,623.0
|
55.7993
|
01/03/2022
|
|
Purchase of Forward Contract
|
4,795.0
|
55.6412
|
01/04/2022
|
|
Purchase of Common Stock
|
862.0
|
56.3048
|
01/05/2022
|
|
Purchase of Common Stock
|
9,364.0
|
56.018
|
01/05/2022
|
|
Purchase of Common Stock
|
14,593.0
|
57.0904
|
01/06/2022
|
|
Purchase of Common Stock
|
64,507.0
|
57.524
|
01/07/2022
|
|
Purchase of Common Stock
|
26,157.0
|
56.688
|
01/10/2022
|
|
Purchase of Common Stock
|
9,618.0
|
56.8095
|
01/11/2022
|
|
Purchase of Common Stock
|
17,375.0
|
55.6399
|
01/12/2022
|
|
Purchase of Common Stock
|
13,900.0
|
57.1062
|
01/12/2022
|
|
Purchase of Common Stock
|
400,245.0
|
50.6946
|
01/12/2022
|
|
Exercise of Forward Contract
|
(400,245.0)
|
50.6635
|
01/12/2022
|
|
Purchase of Common Stock
|
15,429.0
|
57.3145
|
01/12/2022
|
|
Purchase of Common Stock
|
13,900.0
|
58.2419
|
01/13/2022
|
|
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
STARBOARD VALUE
LP
(Through the
Starboard Value LP Account)
|
Purchase of Common Stock
|
1,718.0
|
51.87
|
11/17/2021
|
|
Purchase of Common Stock
|
1,197.0
|
51.8414
|
11/17/2021
|
|
Sale of Common Stock
|
(12,136.0)
|
52.2878
|
11/18/2021
|
|
Purchase of Common Stock
|
724.0
|
51.958
|
11/18/2021
|
|
Purchase of Common Stock
|
12,136.0
|
52.3241
|
11/18/2021
|
|
Sale of Common Stock
|
(12,136.0)
|
51.4763
|
11/19/2021
|
|
Purchase of Common Stock
|
12,136.0
|
51.516
|
11/19/2021
|
|
Purchase of Common Stock
|
3,098.0
|
51.5427
|
11/19/2021
|
|
Purchase of Common Stock
|
6,050.0
|
50.547
|
11/22/2021
|
|
Purchase of Common Stock
|
6,050.0
|
49.5426
|
11/23/2021
|
|
Sale of Common Stock
|
(12,132.0)
|
50.3282
|
11/24/2021
|
|
Purchase of Common Stock
|
12,132.0
|
50.4041
|
11/24/2021
|
|
Purchase of Common Stock
|
9,075.0
|
49.696
|
11/26/2021
|
|
Purchase of Common Stock
|
5,203.0
|
49.5766
|
11/29/2021
|
|
Purchase of Common Stock
|
12,100.0
|
48.0831
|
11/30/2021
|
|
Purchase of Common Stock
|
6,050.0
|
49.1062
|
12/01/2021
|
|
Purchase of Common Stock
|
12,132.0
|
49.0683
|
12/02/2021
|
|
Sale of Common Stock
|
(12,132.0)
|
49.0235
|
12/02/2021
|
|
Purchase of Common Stock
|
5,840.0
|
48.7722
|
12/02/2021
|
|
Purchase of Common Stock
|
8,550.0
|
49.7852
|
12/03/2021
|
|
Sale of Common Stock
|
(12,130.0)
|
49.7404
|
12/03/2021
|
|
Purchase of Common Stock
|
12,130.0
|
49.8104
|
12/03/2021
|
|
Sale of Common Stock
|
(18,109.0)
|
47.9215
|
12/06/2021
|
|
Purchase of Common Stock
|
18,109.0
|
47.9413
|
12/06/2021
|
|
Purchase of Common Stock
|
2,280.0
|
47.7811
|
12/06/2021
|
|
Purchase of Common Stock
|
2,850.0
|
47.1249
|
12/07/2021
|
|
Sale of Common Stock
|
(18,055.0)
|
48.2275
|
12/09/2021
|
|
Purchase of Common Stock
|
18,055.0
|
48.2787
|
12/09/2021
|
|
Sale of Common Stock
|
(18,055.0
|
46.8885
|
12/13/2021
|
|
Purchase of Common Stock
|
18,055.0)
|
46.942
|
12/13/2021
|
|
Purchase of Common Stock
|
2,439.0
|
46.83
|
12/14/2021
|
|
Purchase of Common Stock
|
3,227.0
|
46.9811
|
12/14/2021
|
|
Purchase of Common Stock
|
2,259.0
|
47.9096
|
12/15/2021
|
|
Sale of Common Stock
|
(73,697.0)
|
48.9875
|
12/16/2021
|
|
Purchase of Common Stock
|
73,697.0
|
49.0365
|
12/16/2021
|
|
Purchase of Common Stock
|
8,550.0
|
49.8975
|
12/17/2021
|
|
Sale of Common Stock
|
(2,371.0)
|
50.4373
|
12/20/2021
|
|
Purchase of Common Stock
|
2,371.0
|
50.5365
|
12/20/2021
|
|
Purchase of Common Stock
|
2,850.0
|
50.0766
|
12/20/2021
|
|
Sale of Common Stock
|
(3,256.0)
|
49.2765
|
12/22/2021
|
|
Purchase of Common Stock
|
3,256.0
|
49.3049
|
12/22/2021
|
|
Purchase of Common Stock
|
2,850.0
|
49.6442
|
12/22/2021
|
|
Purchase of Common Stock
|
3,925.0
|
51.4446
|
12/23/2021
|
|
Sale of Common Stock
|
(4,446.0)
|
51.2378
|
12/23/2021
|
|
Purchase of Common Stock
|
4,446.0
|
51.2967
|
12/23/2021
|
|
Sale of Common Stock
|
(6,930.0)
|
51.005
|
12/27/2021
|
|
Purchase of Common Stock
|
6,930.0
|
51.0574
|
12/27/2021
|
|
Purchase of Common Stock
|
817.0
|
54.9298
|
12/28/2021
|
|
Purchase of Common Stock
|
23,403.0
|
55.6249
|
12/28/2021
|
|
Purchase of Common Stock
|
5,700.0
|
53.7574
|
12/28/2021
|
|
Sale of Common Stock
|
(10,676.0)
|
55.4034
|
12/29/2021
|
|
Purchase of Common Stock
|
10,676.0
|
55.4395
|
12/29/2021
|
|
Purchase of Common Stock
|
14,250.0
|
55.3576
|
12/29/2021
|
|
Purchase of Common Stock
|
593.0
|
55.86
|
12/30/2021
|
|
Sale of Common Stock
|
(16,531.0)
|
55.7334
|
12/30/2021
|
|
Purchase of Common Stock
|
16,531.0
|
55.7862
|
12/30/2021
|
|
Purchase of Common Stock
|
19,927.0
|
55.7669
|
12/30/2021
|
|
Sale of Common Stock
|
(16,881.0)
|
54.8951
|
12/31/2021
|
|
Purchase of Common Stock
|
16,881.0
|
54.9464
|
12/31/2021
|
|
Sale of Common Stock
|
(16,074.0)
|
55.7249
|
01/03/2022
|
|
Purchase of Common Stock
|
16,074.0
|
55.7993
|
01/03/2022
|
|
Purchase of Common Stock
|
3,990.0
|
55.6412
|
01/04/2022
|
|
Purchase of Common Stock
|
726.0
|
56.3048
|
01/05/2022
|
|
Purchase of Common Stock
|
7,882.0
|
56.018
|
01/05/2022
|
|
Purchase of Common Stock
|
12,284.0
|
57.0904
|
01/06/2022
|
|
Purchase of Common Stock
|
54,296.0
|
57.524
|
01/07/2022
|
|
Purchase of Common Stock
|
22,017.0
|
56.688
|
01/10/2022
|
|
Purchase of Common Stock
|
8,095.0
|
56.8095
|
01/11/2022
|
|
Purchase of Common Stock
|
14,625.0
|
55.6399
|
01/12/2022
|
|
Purchase of Common Stock
|
11,700.0
|
57.1062
|
01/12/2022
|
|
Purchase of Common Stock
|
336,665.0
|
51.6946
|
01/12/2022
|
|
Exercise of Forward Contract
|
(336,665.0)
|
51.6725
|
01/12/2022
|
|
Purchase of Common Stock
|
12,987.0
|
57.3145
|
01/12/2022
|
|
Purchase of
Common Stock
|
11,700.0
|
58.2419
|
01/13/2022
|