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).
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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11,000,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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11,000,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,000,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.5%
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14
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TYPE OF REPORTING PERSON
|
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PN
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* Includes 5,525,104 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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WC
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
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SHARES
|
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BENEFICIALLY
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7,007,884
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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|
REPORTING
|
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|
|
- 0 -
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
|
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7,007,884
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10
|
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SHARED DISPOSITIVE POWER
|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,007,884*
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%
|
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|
14
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TYPE OF REPORTING PERSON
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CO
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* Includes 3,393,336 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
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1
|
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NAME OF REPORTING PERSON
|
|
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STARBOARD VALUE AND OPPORTUNITY S LLC
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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WC
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
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SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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1,138,522
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
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|
|
|
|
|
|
|
1,138,522
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,138,522*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 547,107 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
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|
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|
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|
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1
|
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NAME OF REPORTING PERSON
|
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|
|
STARBOARD VALUE AND OPPORTUNITY C LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
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|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
WC
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
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|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
655,073
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
655,073
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
655,073*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes 314,460 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
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|
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|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
655,073
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
655,073
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
655,073*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes
314,460 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,277,225
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,277,225
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,277,225*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 614,121 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
622,152
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
622,152
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
622,152*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes 299,661 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
622,152
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
622,152
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
622,152*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes
299,661 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
11,000,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
11,000,000*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 5,525,104 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
11,000,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
11,000,000*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes 5,525,104 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
11,000,000
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000,000
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
11,000,000*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 5,525,104 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
JEFFREY C. SMITH
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
11,000,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
11,000,000*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 5,525,104 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PETER A. FELD
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
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
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
11,000,000
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000,000
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
11,000,000*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.5%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 5,525,104 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 Class A Common Stock, $0.0001 par value per share (the “Shares”), of Box, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 900 Jefferson Avenue, Redwood City, California
94063.
|
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;
|
|
(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 Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard
L Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
|
|
(ix)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard
Value LP;
|
|
(x)
|
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
|
|
(xi)
|
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal
Co;
|
|
(xii)
|
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
|
|
(xiii)
|
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 S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard L GP, 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 address of the principal office of Starboard V&O Fund and Starboard L Master is Cayman Corporate Centre,
27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands. The officers and directors of Starboard V&O Fund 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 and Starboard L 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 C LP, Starboard L Master and the Starboard Value
LP Account and the manager of Starboard S LLC. 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 R GP serves as the general partner of Starboard R LP and Starboard L GP. Starboard L GP serves
as the general partner of Starboard L Master. 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 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 3,614,548 Shares beneficially owned by Starboard V&O Fund is approximately $51,053,254,
excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing
for the purchase of 3,393,336 Shares by Starboard V&O Fund is approximately $61,216,627, excluding brokerage commissions. The
aggregate purchase price of the 591,415 Shares beneficially owned by Starboard S LLC is approximately $8,315,914, excluding brokerage
commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase
of 547,107 Shares by Starboard S LLC is approximately $9,870,146, excluding brokerage commissions. The aggregate purchase price
of the 340,613 Shares beneficially owned by Starboard C LP is approximately $4,789,404, excluding brokerage commissions. The aggregate
purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 314,460 Shares by
Starboard C LP is approximately $5,672,827, excluding brokerage commissions. The aggregate purchase price of the 322,491 Shares
beneficially owned by Starboard L Master is approximately $4,541,106, excluding brokerage commissions. The aggregate purchase price
of the entered into over-the-counter forward purchase contracts providing for the purchase of 299,661 Shares by Starboard L Master
is approximately $5,406,295, excluding brokerage commissions. The aggregate purchase price of the 605,829 Shares held in the Starboard
Value LP Account is approximately $8,482,626, excluding brokerage commissions. The aggregate purchase price of the entered into
over-the-counter forward purchase contracts providing for the purchase of 970,540 Shares by Starboard Value LP through the Starboard
Value LP Account is approximately $13,621,769, 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.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 146,500,516 Shares outstanding, as of May 31, 2019, 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 June 6, 2019.
|
(a)
|
As of the close of business on August 30, 2019, Starboard V&O Fund beneficially owned 7,007,884
Shares, including 3,393,336 Shares underlying certain forward purchase contracts.
|
Percentage: Approximately 4.8%
|
(b)
|
1. Sole power to vote or direct vote: 7,007,884
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,007,884
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 August 30, 2019, Starboard S LLC beneficially owned 1,138,522 Shares,
including 547,107 Shares underlying certain forward purchase contracts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,138,522
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,138,522
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 August 30, 2019, Starboard C LP beneficially owned 655,073 Shares,
including 314,460 Shares underlying certain forward purchase contracts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 655,073
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 655,073
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 655,073 shares owned by Starboard C LP.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 655,073
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 655,073
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 Starboard C LP 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) 655,073 shares owned by Starboard C LP and (ii) 622,152 Shares owned by Starboard L Master.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 1,277,225
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,277,225
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 August 30, 2019, Starboard L Master beneficially owned 622,152 Shares,
including 299,661 Shares underlying certain forward purchase contracts.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 622,152
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 622,152
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 622,152 Shares owned by Starboard L Master.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote: 622,152
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 622,152
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)
|
As of the close of business on August 30, 2019, 1,576,369 Shares were held in the Starboard Value
LP Account, including 970,540 Shares underlying certain forward purchase contracts. Starboard Value LP, as the investment manager
of Starboard V&O Fund, Starboard C LP, Starboard L Master, and the Starboard Value LP Account and the manager of Starboard
S LLC, may be deemed the beneficial owner of the (i) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned
by Starboard S LLC, (iii) 655,073 Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369
Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.5%
|
(b)
|
1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 and Starboard L 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) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073
Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard
Value LP Account.
|
Percentage: Approximately 7.5%
|
(b)
|
1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master
and through the Starboard Value LP Account 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)
7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by
Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.5%
|
(b)
|
1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and
through the Starboard Value LP Account 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) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned
by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.5%
|
(b)
|
1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and
through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
|
|
L.
|
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) 7,007,884
Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by Starboard
C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.
|
Percentage: Approximately 7.5%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,000,000
|
|
(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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L
Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein
by reference.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
(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.
|
Each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account
entered into forward contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 462,720 Shares,
74,703 Shares, 42,684 Shares, 41,172 Shares, and 128,721 Shares, respectively, having an aggregate purchase price of approximately
$8,701,799, $1,404,846, $802,705, $774,270 and $1,818,828, respectively (each an “MS Forward Contract”). Each of the
MS Forward Contracts has a final valuation date of November 30, 2020, however, each of Starboard V&O Fund, Starboard S LLC,
Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account 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 MS Forward Contracts provides for physical settlement. Until the settlement date, none
of the MS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts
relate.
Each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account
entered into forward contracts with Bank of America as the counterparty providing for the purchase of an aggregate of 1,780,046
Shares, 286,839 Shares, 165,019 Shares, 156,952 Shares, and 511,144 Shares, respectively, having an aggregate purchase price of
approximately $31,745,184, $5,115,462, $2,942,934, $2,799,068 and $7,355,362, respectively (each a “BA Forward Contract”).
Each of the BA Forward Contracts has a final valuation date of December 7, 2020, however, each of Starboard V&O Fund, Starboard
S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account 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.
Each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account
entered into forward contracts with UBS as the counterparty providing for the purchase of an aggregate of 1,150,570 Shares, 185,565
Shares, 106,757 Shares, 101,537 Shares, and 330,675 Shares, respectively, having an aggregate purchase price of approximately $20,769,644,
$3,349,838, $1,927,188, $1,832,956 and $4,447,579, respectively (each a “UBS Forward Contract”). Each of the UBS Forward
Contracts has a final valuation date of December 21, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard
C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account 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 UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the
UBS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.
Each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master sold short in the over the counter market American-style put
options to Credit Suisse referencing an aggregate of 148,500 Shares, 24,300 Shares, 14,000 Shares and 13,200 Shares, respectively,
which have an exercise price of $13.00 per Share and expire on September 20, 2019.
Each of Starboard
V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master sold short in the over the counter market American-style
put options to Goldman Sachs referencing an aggregate of 371,100 Shares, 60,800 Shares, 35,000 Shares and 33,100 Shares, respectively,
which have an exercise price of $13.00 per Share and expire on September 20, 2019.
On September 3, 2019,
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.
|
|
99.1
|
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 and Opportunity Master Fund L LP, Starboard
Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co
LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated September 3, 2019.
|
|
99.2
|
Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated June 5, 2019.
|
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: September 3, 2019
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
Starboard Value and Opportunity
S LLC
By: Starboard Value LP,
its manager
Starboard Value and Opportunity
C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
Starboard Value and Opportunity
Master Fund L LP
By: Starboard Value L LP,
its general partner
|
|
Starboard Value L LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
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
|
|
|
By:
|
/s/ Jeffrey C. Smith
|
|
Name:
|
Jeffrey C. Smith
|
|
Title:
|
Authorized Signatory
|
|
|
/s/ Jeffrey C. Smith
|
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
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|
|
|
|
Patrick Agemian
Director
|
Director of Global Funds Management, Ltd.
|
PO Box 10034, Buckingham Square
2nd Floor
720A West Bay Road
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
|
|
|
|
|
Don Seymour
Director
|
Managing Director of dms Governance
|
dms Governance
dms House, 20 Genesis Close
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
Exercise of Forward Contract
|
1,000
|
18.6570
|
07/08/2019
|
Purchase of Class A Common Stock
|
8,649
|
17.1847
|
07/16/2019
|
Purchase of Class A Common Stock
|
8,649
|
17.1847
|
07/16/2019
|
Purchase of Class A Common Stock
|
9,060
|
17.1273
|
07/17/2019
|
Purchase of Class A Common Stock
|
9,060
|
17.1273
|
07/17/2019
|
Purchase of Put Option
|
559,3001
|
0.2400
|
07/18/2019
|
Sale of Put Option
|
(556,500)2
|
0.2500
|
07/18/2019
|
Purchase of Class A Common Stock
|
7,550
|
16.5439
|
07/22/2019
|
Purchase of Class A Common Stock
|
7,550
|
16.5439
|
07/22/2019
|
Purchase of Put Option
|
372,9003
|
0.5500
|
07/22/2019
|
Sale of Put Option
|
(371,000)4
|
0.4500
|
07/22/2019
|
Purchase of Class A Common Stock
|
7,550
|
16.4136
|
07/23/2019
|
Purchase of Class A Common Stock
|
7,550
|
16.4136
|
07/23/2019
|
Purchase of Class A Common Stock
|
15,100
|
16.6077
|
07/31/2019
|
Purchase of Class A Common Stock
|
15,100
|
16.6077
|
07/31/2019
|
Purchase of Class A Common Stock
|
4,615
|
16.2375
|
08/01/2019
|
Purchase of Class A Common Stock
|
4,615
|
16.2375
|
08/01/2019
|
Purchase of Class A Common Stock
|
30,250
|
15.5089
|
08/02/2019
|
Purchase of Class A Common Stock
|
30,250
|
15.5089
|
08/02/2019
|
Purchase of Put Option
|
556,5005
|
0.6500
|
08/02/2019
|
Sale of Put Option
|
(556,700)4
|
0.6500
|
08/02/2019
|
Purchase of Class A Common Stock
|
15,125
|
14.7149
|
08/05/2019
|
Purchase of Class A Common Stock
|
15,125
|
14.7149
|
08/05/2019
|
Purchase of Class A Common Stock
|
7,563
|
13.9855
|
08/09/2019
|
Purchase of Class A Common Stock
|
7,562
|
13.9855
|
08/09/2019
|
Purchase of Class A Common Stock
|
7,562
|
13.5620
|
08/12/2019
|
Purchase of Class A Common Stock
|
7,563
|
13.5620
|
08/12/2019
|
Purchase of Class A Common Stock
|
7,563
|
13.5615
|
08/13/2019
|
Purchase of Class A Common Stock
|
7,562
|
13.5615
|
08/13/2019
|
Purchase of Class A Common Stock
|
15,125
|
13.0376
|
08/14/2019
|
Purchase of Class A Common Stock
|
15,125
|
13.0376
|
08/14/2019
|
Purchase of Class A Common Stock
|
31,158
|
13.3396
|
08/20/2019
|
Purchase of Class A Common Stock
|
31,157
|
13.3396
|
08/20/2019
|
Purchase of Class A Common Stock
|
9,484
|
13.3914
|
08/20/2019
|
Purchase of Class A Common Stock
|
9,483
|
13.3914
|
08/20/2019
|
Purchase of Class A Common Stock
|
30,250
|
13.5379
|
08/21/2019
|
Purchase of Class A Common Stock
|
30,250
|
13.5379
|
08/21/2019
|
Purchase of Class A Common Stock
|
10,650
|
13.3484
|
08/22/2019
|
Purchase of Class A Common Stock
|
10,650
|
13.3484
|
08/22/2019
|
Purchase of Class A Common Stock
|
228
|
13.5087
|
08/23/2019
|
Purchase of Class A Common Stock
|
228
|
13.5087
|
08/23/2019
|
Purchase of Class A Common Stock
|
16,199
|
13.8947
|
08/23/2019
|
Purchase of Class A Common Stock
|
16,198
|
13.8947
|
08/23/2019
|
Purchase of Class A Common Stock
|
132,295
|
13.8349
|
08/23/2019
|
Purchase of Class A Common Stock
|
132,295
|
13.8349
|
08/23/2019
|
Purchase of Class A Common Stock
|
4,175
|
13.8650
|
08/23/2019
|
Purchase of Class A Common Stock
|
4,174
|
13.8650
|
08/23/2019
|
Purchase of Class A Common Stock
|
166,375
|
13.8081
|
08/23/2019
|
Purchase of Class A Common Stock
|
166,376
|
13.8081
|
08/23/2019
|
Sale of Class A Common Stock
|
(168,880)
|
13.7000
|
08/26/2019
|
Purchase of Class A Common Stock
|
133,619
|
13.8092
|
08/26/2019
|
Purchase of Class A Common Stock
|
35,261
|
13.7950
|
08/26/2019
|
Sale of Put Option
|
(296,900)6
|
0.4200
|
08/26/2019
|
Sale of Put Option
|
(185,600)7
|
3.3200
|
08/26/2019
|
Sale of Class A Common Stock
|
(157,745)
|
13.7000
|
08/27/2019
|
Purchase of Class A Common Stock
|
85,830
|
13.7119
|
08/27/2019
|
Purchase of Class A Common Stock
|
71,915
|
13.7218
|
08/27/2019
|
Sale of Put Option
|
(148,500)6
|
0.5600
|
08/27/2019
|
Sale of Put Option
|
(74,200)6
|
0.5500
|
08/27/2019
|
Sale of Put Option
|
(111,400)8
|
2.4700
|
08/27/2019
|
Sale of Put Option
|
(185,600)7
|
3.3150
|
08/27/2019
|
Sale of Class A Common Stock
|
(200,429)
|
13.6000
|
08/28/2019
|
Purchase of Class A Common Stock
|
158,339
|
13.7351
|
08/28/2019
|
Purchase of Class A Common Stock
|
42,090
|
13.5839
|
08/28/2019
|
Sale of Put Option
|
(222,700)7
|
3.4200
|
08/28/2019
|
Purchase of Class A Common Stock
|
151,250
|
13.1663
|
08/29/2019
|
Purchase of Class A Common Stock
|
151,250
|
13.1663
|
08/29/2019
|
Purchase of Class A Common Stock
|
23,413
|
13.8167
|
08/29/2019
|
Purchase of Class A Common Stock
|
23,413
|
13.8167
|
08/29/2019
|
Purchase of Class A Common Stock
|
127,837
|
13.6328
|
08/29/2019
|
Purchase of Class A Common Stock
|
127,837
|
13.6328
|
08/29/2019
|
Purchase of Class A Common Stock
|
705,300
|
14.1000
|
08/29/2019
|
Purchase of Put Option
|
111,4009
|
1.9500
|
08/29/2019
|
Purchase of Put Option
|
593,90010
|
2.9300
|
08/29/2019
|
Purchase of Class A Common Stock
|
351,486
|
14.7000
|
08/30/2019
|
Purchase of Class A Common Stock
|
289,976
|
14.6500
|
08/30/2019
|
Purchase of Class A Common Stock
|
65,376
|
14.7946
|
08/30/2019
|
Purchase of Class A Common Stock
|
246,040
|
14.6154
|
08/30/2019
|
Purchase of Class A Common Stock
|
277,322
|
14.7297
|
08/30/2019
|
Purchase of Put Option
|
556,70011
|
0.8000
|
08/30/2019
|
Purchase of Put Option
|
371,00011
|
0.8300
|
08/30/2019
|
Starboard
Value and Opportunity S LLC
Purchase of Class A Common Stock
|
2,835
|
17.1847
|
07/16/2019
|
Purchase of Class A Common Stock
|
2,970
|
17.1273
|
07/17/2019
|
Purchase of Put Option
|
89,8001
|
0.2400
|
07/18/2019
|
Sale of Put Option
|
(91,200)2
|
0.2500
|
07/18/2019
|
Purchase of Class A Common Stock
|
2,475
|
16.5439
|
07/22/2019
|
Purchase of Put Option
|
59,9003
|
0.5500
|
07/22/2019
|
Sale of Put Option
|
(60,800)4
|
0.4500
|
07/22/2019
|
Purchase of Class A Common Stock
|
2,475
|
16.4136
|
07/23/2019
|
Purchase of Class A Common Stock
|
4,950
|
16.6077
|
07/31/2019
|
Purchase of Class A Common Stock
|
1,510
|
16.2375
|
08/01/2019
|
Purchase of Class A Common Stock
|
9,900
|
15.5089
|
08/02/2019
|
Purchase of Put Option
|
91,2005
|
0.6500
|
08/02/2019
|
Sale of Put Option
|
(91,100)4
|
0.6500
|
08/02/2019
|
Purchase of Class A Common Stock
|
4,950
|
14.7149
|
08/05/2019
|
Purchase of Class A Common Stock
|
2,475
|
13.9855
|
08/09/2019
|
Purchase of Class A Common Stock
|
2,475
|
13.5620
|
08/12/2019
|
Purchase of Class A Common Stock
|
2,475
|
13.5615
|
08/13/2019
|
Purchase of Class A Common Stock
|
4,950
|
13.0376
|
08/14/2019
|
Purchase of Class A Common Stock
|
10,197
|
13.3396
|
08/20/2019
|
Purchase of Class A Common Stock
|
3,104
|
13.3914
|
08/20/2019
|
Purchase of Class A Common Stock
|
9,900
|
13.5379
|
08/21/2019
|
Purchase of Class A Common Stock
|
3,485
|
13.3484
|
08/22/2019
|
Purchase of Class A Common Stock
|
75
|
13.5087
|
08/23/2019
|
Purchase of Class A Common Stock
|
5,301
|
13.8947
|
08/23/2019
|
Purchase of Class A Common Stock
|
43,297
|
13.8349
|
08/23/2019
|
Purchase of Class A Common Stock
|
1,366
|
13.8650
|
08/23/2019
|
Purchase of Class A Common Stock
|
54,450
|
13.8081
|
08/23/2019
|
Sale of Class A Common Stock
|
(27,635)
|
13.7000
|
08/26/2019
|
Purchase of Class A Common Stock
|
21,865
|
13.8092
|
08/26/2019
|
Purchase of Class A Common Stock
|
5,770
|
13.7950
|
08/26/2019
|
Sale of Put Option
|
(48,600)6
|
0.4200
|
08/26/2019
|
Sale of Put Option
|
(30,400)7
|
3.3200
|
08/26/2019
|
Sale of Class A Common Stock
|
(25,813)
|
13.7000
|
08/27/2019
|
Purchase of Class A Common Stock
|
14,045
|
13.7119
|
08/27/2019
|
Purchase of Class A Common Stock
|
11,768
|
13.7218
|
08/27/2019
|
Sale of Put Option
|
(24,300)6
|
0.5600
|
08/27/2019
|
Sale of Put Option
|
(12,200)6
|
0.5500
|
08/27/2019
|
Sale of Put Option
|
(18,200)8
|
2.4700
|
08/27/2019
|
Sale of Put Option
|
(30,400)7
|
3.3150
|
08/27/2019
|
Sale of Class A Common Stock
|
(32,798)
|
13.6000
|
08/28/2019
|
Purchase of Class A Common Stock
|
25,910
|
13.7351
|
08/28/2019
|
Purchase of Class A Common Stock
|
6,888
|
13.5839
|
08/28/2019
|
Sale of Put Option
|
(36,400)7
|
3.4200
|
08/28/2019
|
Purchase of Class A Common Stock
|
49,500
|
13.1663
|
08/29/2019
|
Purchase of Class A Common Stock
|
7,663
|
13.8167
|
08/29/2019
|
Purchase of Class A Common Stock
|
41,837
|
13.6328
|
08/29/2019
|
Purchase of Class A Common Stock
|
115,400
|
14.1000
|
08/29/2019
|
Purchase of Put Option
|
18,2009
|
1.9500
|
08/29/2019
|
Purchase of Put Option
|
97,20010
|
2.9300
|
08/29/2019
|
Purchase of Class A Common Stock
|
57,543
|
14.7000
|
08/30/2019
|
Purchase of Class A Common Stock
|
47,473
|
14.6500
|
08/30/2019
|
Purchase of Class A Common Stock
|
10,703
|
14.7946
|
08/30/2019
|
Purchase of Class A Common Stock
|
40,280
|
14.6154
|
08/30/2019
|
Purchase of Class A Common Stock
|
45,401
|
14.7297
|
08/30/2019
|
Purchase of Put Option
|
91,10011
|
0.8000
|
08/30/2019
|
Purchase of Put Option
|
60,80011
|
0.8300
|
08/30/2019
|
Starboard
Value and Opportunity C LP
Purchase of Class A Common Stock
|
1,633
|
17.1847
|
07/16/2019
|
Purchase of Class A Common Stock
|
1,710
|
17.1273
|
07/17/2019
|
Purchase of Put Option
|
52,3001
|
0.2400
|
07/18/2019
|
Sale of Put Option
|
(52,500)2
|
0.2500
|
07/18/2019
|
Purchase of Class A Common Stock
|
1,425
|
16.5439
|
07/22/2019
|
Purchase of Put Option
|
34,8003
|
0.5500
|
07/22/2019
|
Sale of Put Option
|
(35,000)4
|
0.4500
|
07/22/2019
|
Purchase of Class A Common Stock
|
1,425
|
16.4136
|
07/23/2019
|
Purchase of Class A Common Stock
|
2,850
|
16.6077
|
07/31/2019
|
Purchase of Class A Common Stock
|
870
|
16.2375
|
08/01/2019
|
Purchase of Class A Common Stock
|
5,700
|
15.5089
|
08/02/2019
|
Purchase of Put Option
|
52,5005
|
0.6500
|
08/02/2019
|
Sale of Put Option
|
(52,500)4
|
0.6500
|
08/02/2019
|
Purchase of Class A Common Stock
|
2,850
|
14.7149
|
08/05/2019
|
Purchase of Class A Common Stock
|
1,425
|
13.9855
|
08/09/2019
|
Purchase of Class A Common Stock
|
1,425
|
13.5620
|
08/12/2019
|
Purchase of Class A Common Stock
|
1,425
|
13.5615
|
08/13/2019
|
Purchase of Class A Common Stock
|
2,850
|
13.0376
|
08/14/2019
|
Purchase of Class A Common Stock
|
5,871
|
13.3396
|
08/20/2019
|
Purchase of Class A Common Stock
|
1,787
|
13.3914
|
08/20/2019
|
Purchase of Class A Common Stock
|
5,700
|
13.5379
|
08/21/2019
|
Purchase of Class A Common Stock
|
2,007
|
13.3484
|
08/22/2019
|
Purchase of Class A Common Stock
|
43
|
13.5087
|
08/23/2019
|
Purchase of Class A Common Stock
|
3,052
|
13.8947
|
08/23/2019
|
Purchase of Class A Common Stock
|
24,928
|
13.8349
|
08/23/2019
|
Purchase of Class A Common Stock
|
787
|
13.8650
|
08/23/2019
|
Purchase of Class A Common Stock
|
31,350
|
13.8081
|
08/23/2019
|
Sale of Class A Common Stock
|
(15,911)
|
13.7000
|
08/26/2019
|
Purchase of Class A Common Stock
|
12,589
|
13.8092
|
08/26/2019
|
Purchase of Class A Common Stock
|
3,322
|
13.7950
|
08/26/2019
|
Sale of Put Option
|
(28,000)6
|
0.4200
|
08/26/2019
|
Sale of Put Option
|
(17,500)7
|
3.3200
|
08/26/2019
|
Sale of Class A Common Stock
|
(14,862)
|
13.7000
|
08/27/2019
|
Purchase of Class A Common Stock
|
8,086
|
13.7119
|
08/27/2019
|
Purchase of Class A Common Stock
|
6,776
|
13.7218
|
08/27/2019
|
Sale of Put Option
|
(14,000)6
|
0.5600
|
08/27/2019
|
Sale of Put Option
|
(7,000)6
|
0.5500
|
08/27/2019
|
Sale of Put Option
|
(10,500)8
|
2.4700
|
08/27/2019
|
Sale of Put Option
|
(17,500)7
|
3.3150
|
08/27/2019
|
Sale of Class A Common Stock
|
(18,883)
|
13.6000
|
08/28/2019
|
Purchase of Class A Common Stock
|
14,918
|
13.7351
|
08/28/2019
|
Purchase of Class A Common Stock
|
3,965
|
13.5839
|
08/28/2019
|
Sale of Put Option
|
(21,000)7
|
3.4200
|
08/28/2019
|
Purchase of Class A Common Stock
|
28,500
|
13.1663
|
08/29/2019
|
Purchase of Class A Common Stock
|
4,412
|
13.8167
|
08/29/2019
|
Purchase of Class A Common Stock
|
24,088
|
13.6328
|
08/29/2019
|
Purchase of Class A Common Stock
|
66,500
|
14.1000
|
08/29/2019
|
Purchase of Put Option
|
10,5009
|
1.9500
|
08/29/2019
|
Purchase of Put Option
|
56,00010
|
2.9300
|
08/29/2019
|
Purchase of Class A Common Stock
|
33,143
|
14.7000
|
08/30/2019
|
Purchase of Class A Common Stock
|
27,343
|
14.6500
|
08/30/2019
|
Purchase of Class A Common Stock
|
6,165
|
14.7946
|
08/30/2019
|
Purchase of Class A Common Stock
|
23,200
|
14.6154
|
08/30/2019
|
Purchase of Class A Common Stock
|
26,149
|
14.7297
|
08/30/2019
|
Purchase of Put Option
|
52,50011
|
0.8000
|
08/30/2019
|
Purchase of Put Option
|
35,00011
|
0.8300
|
08/30/2019
|
STARBOARD
VALUE AND OPPORTUNITY MASTER FUND L LP
Purchase of Class A Common Stock
|
1,547
|
17.1847
|
07/16/2019
|
Purchase of Class A Common Stock
|
1,620
|
17.1273
|
07/17/2019
|
Purchase of Put Option
|
48,6001
|
0.2400
|
07/18/2019
|
Sale of Put Option
|
(49,800)2
|
0.2500
|
07/18/2019
|
Purchase of Class A Common Stock
|
1,350
|
16.5439
|
07/22/2019
|
Purchase of Put Option
|
32,4003
|
0.5500
|
07/22/2019
|
Sale of Put Option
|
(33,200)4
|
0.4500
|
07/22/2019
|
Purchase of Class A Common Stock
|
1,350
|
16.4136
|
07/23/2019
|
Purchase of Class A Common Stock
|
2,700
|
16.6077
|
07/31/2019
|
Purchase of Class A Common Stock
|
824
|
16.2375
|
08/01/2019
|
Purchase of Class A Common Stock
|
5,400
|
15.5089
|
08/02/2019
|
Purchase of Put Option
|
49,8005
|
0.6500
|
08/02/2019
|
Sale of Put Option
|
(49,700)4
|
0.6500
|
08/02/2019
|
Purchase of Class A Common Stock
|
2,700
|
14.7149
|
08/05/2019
|
Purchase of Class A Common Stock
|
1,350
|
13.9855
|
08/09/2019
|
Purchase of Class A Common Stock
|
1,350
|
13.5620
|
08/12/2019
|
Purchase of Class A Common Stock
|
1,350
|
13.5615
|
08/13/2019
|
Purchase of Class A Common Stock
|
2,700
|
13.0376
|
08/14/2019
|
Purchase of Class A Common Stock
|
5,562
|
13.3396
|
08/20/2019
|
Purchase of Class A Common Stock
|
1,693
|
13.3914
|
08/20/2019
|
Purchase of Class A Common Stock
|
5,400
|
13.5379
|
08/21/2019
|
Purchase of Class A Common Stock
|
1,901
|
13.3484
|
08/22/2019
|
Purchase of Class A Common Stock
|
41
|
13.5087
|
08/23/2019
|
Purchase of Class A Common Stock
|
2,892
|
13.8947
|
08/23/2019
|
Purchase of Class A Common Stock
|
23,616
|
13.8349
|
08/23/2019
|
Purchase of Class A Common Stock
|
745
|
13.8650
|
08/23/2019
|
Purchase of Class A Common Stock
|
29,700
|
13.8081
|
08/23/2019
|
Sale of Class A Common Stock
|
(15,074)
|
13.7000
|
08/26/2019
|
Purchase of Class A Common Stock
|
11,927
|
13.8092
|
08/26/2019
|
Purchase of Class A Common Stock
|
3,147
|
13.7950
|
08/26/2019
|
Sale of Put Option
|
(26,500)6
|
0.4200
|
08/26/2019
|
Sale of Put Option
|
(16,500)7
|
3.3200
|
08/26/2019
|
Sale of Class A Common Stock
|
(14,080)
|
13.7000
|
08/27/2019
|
Purchase of Class A Common Stock
|
7,661
|
13.7119
|
08/27/2019
|
Purchase of Class A Common Stock
|
6,419
|
13.7218
|
08/27/2019
|
Sale of Put Option
|
(13,200)6
|
0.5600
|
08/27/2019
|
Sale of Put Option
|
(6,600)6
|
0.5500
|
08/27/2019
|
Sale of Put Option
|
(9,900)8
|
2.4700
|
08/27/2019
|
Sale of Put Option
|
(16,500)7
|
3.3150
|
08/27/2019
|
Sale of Class A Common Stock
|
(17,890)
|
13.6000
|
08/28/2019
|
Purchase of Class A Common Stock
|
14,133
|
13.7351
|
08/28/2019
|
Purchase of Class A Common Stock
|
3,757
|
13.5839
|
08/28/2019
|
Sale of Put Option
|
(19,900)7
|
3.4200
|
08/28/2019
|
Purchase of Class A Common Stock
|
27,000
|
13.1663
|
08/29/2019
|
Purchase of Class A Common Stock
|
4,180
|
13.8167
|
08/29/2019
|
Purchase of Class A Common Stock
|
22,820
|
13.6328
|
08/29/2019
|
Purchase of Class A Common Stock
|
62,800
|
14.1000
|
08/29/2019
|
Purchase of Put Option
|
9,9009
|
1.9500
|
08/29/2019
|
Purchase of Put Option
|
52,90010
|
2.9300
|
08/29/2019
|
Purchase of Class A Common Stock
|
31,400
|
14.7000
|
08/30/2019
|
Purchase of Class A Common Stock
|
25,905
|
14.6500
|
08/30/2019
|
Purchase of Class A Common Stock
|
5,840
|
14.7946
|
08/30/2019
|
Purchase of Class A Common Stock
|
21,980
|
14.6154
|
08/30/2019
|
Purchase of Class A Common Stock
|
24,775
|
14.7297
|
08/30/2019
|
Purchase of Put Option
|
49,70011
|
0.8000
|
08/30/2019
|
Purchase of Put Option
|
33,20011
|
0.8300
|
08/30/2019
|
STARBOARD
VALUE LP
(Through the Starboard Value LP Account)
Purchase of Class A Common Stock
|
5,327
|
17.1847
|
07/16/2019
|
Purchase of Class A Common Stock
|
5,580
|
17.1273
|
07/17/2019
|
Purchase of Class A Common Stock
|
4,650
|
16.5439
|
07/22/2019
|
Purchase of Class A Common Stock
|
4,650
|
16.4136
|
07/23/2019
|
Purchase of Class A Common Stock
|
9,300
|
16.6077
|
07/31/2019
|
Purchase of Class A Common Stock
|
2,822
|
16.2375
|
08/01/2019
|
Purchase of Class A Common Stock
|
18,500
|
15.5089
|
08/02/2019
|
Purchase of Class A Common Stock
|
9,250
|
14.7149
|
08/05/2019
|
Purchase of Class A Common Stock
|
4,625
|
13.9855
|
08/09/2019
|
Purchase of Class A Common Stock
|
4,625
|
13.5620
|
08/12/2019
|
Purchase of Class A Common Stock
|
4,625
|
13.5615
|
08/13/2019
|
Purchase of Class A Common Stock
|
9,250
|
13.0376
|
08/14/2019
|
Purchase of Class A Common Stock
|
19,055
|
13.3396
|
08/20/2019
|
Purchase of Class A Common Stock
|
5,800
|
13.3914
|
08/20/2019
|
Purchase of Class A Common Stock
|
18,500
|
13.5379
|
08/21/2019
|
Purchase of Class A Common Stock
|
6,513
|
13.3484
|
08/22/2019
|
Purchase of Class A Common Stock
|
140
|
13.5087
|
08/23/2019
|
Purchase of Class A Common Stock
|
9,907
|
13.8947
|
08/23/2019
|
Purchase of Class A Common Stock
|
80,908
|
13.8349
|
08/23/2019
|
Purchase of Class A Common Stock
|
2,553
|
13.8650
|
08/23/2019
|
Purchase of Class A Common Stock
|
101,749
|
13.8081
|
08/23/2019
|
Purchase of Class A Common Stock
|
92,500
|
13.1663
|
08/29/2019
|
Purchase of Class A Common Stock
|
14,319
|
13.8167
|
08/29/2019
|
Purchase of Class A Common Stock
|
78,181
|
13.6328
|
08/29/2019
|
Purchase of Class A Common Stock
|
26,428
|
14.7000
|
08/30/2019
|
Purchase of Class A Common Stock
|
21,803
|
14.6500
|
08/30/2019
|
Purchase of Class A Common Stock
|
4,916
|
14.7946
|
08/30/2019
|
Purchase of Class A Common Stock
|
18,500
|
14.6154
|
08/30/2019
|
Purchase of Class A Common Stock
|
20,853
|
14.7297
|
08/30/2019
|
1
Represents shares underlying American-style put options purchased in the over the counter market. These put options had an exercise
price of $17.00 per share and would have expired on July 19, 2019.
2
Represents shares underlying American-style put options sold short in the over the counter market. These put options had an exercise
price of $16.00 per share and would have expired on August 16, 2019.
3
Represents shares underlying American-style put options purchased in the over the counter market. These put options had an exercise
price of $17.00 per share and would have expired on July 26, 2019.
4
Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise
price of $15.00 per share and expire on September 20, 2019.
5
Represents shares underlying American-style put options purchased in the over the counter market. These put options had an exercise
price of $16.00 per share and would have expired on August 16, 2019.
6
Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise
price of $13.00 per share and expire on September 20, 2019.
7
Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise
price of $17.00 per share and expire on September 20, 2019.
8
Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise
price of $16.00 per share and expire on September 20, 2019.
9
Represents shares underlying American-style put options purchased in the over the counter market. These put options have an exercise
price of $16.00 per share and expire on September 20, 2019.
10
Represents shares underlying American-style put options purchased in the over the counter market. These put options have an exercise
price of $17.00 per share and expire on September 20, 2019.
11
Represents shares underlying American-style put options purchased in the over the counter market. These put options have an exercise
price of $15.00 per share and expire on September 20, 2019.