Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Starboard Value LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACACIA RESEARCH CORP [ ACTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 2

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽⁹⁾⁽¹¹⁾		5,199,608	A	$3.65	16,013,228	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽⁹⁾⁽¹¹⁾		961,675	A	$3.65	2,961,675	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽⁹⁾⁽¹¹⁾		1,634,847	A	$3.65	5,034,847	I	By Managed Account of Starboard Value LP⁽⁵⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽⁹⁾⁽¹¹⁾		557,772	A	$3.65	1,717,772	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽⁹⁾⁽¹¹⁾		528,921	A	$3.65	1,628,921	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽⁹⁾⁽¹¹⁾		733,923	A	$3.65	2,260,303	I	By Starboard X Master Fund Ltd⁽⁸⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾		17,035,140	A	$3.65	33,048,368	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾		3,150,685	A	$3.65	6,112,360	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾		5,356,164	A	$3.65	10,391,011	I	By Managed Account of Starboard Value LP⁽⁵⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾		1,827,397	A	$3.65	3,545,169	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾		1,732,877	A	$3.65	3,361,798	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾		2,404,586	A	$3.65	4,664,889	I	By Starboard X Master Fund Ltd⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$3.65	07/13/2023		M⁽⁹⁾⁽¹¹⁾			189,239	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.001 per share	189,239	$3.65	0	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Series A Convertible Preferred Stock	$3.65	07/13/2023		M⁽⁹⁾⁽¹¹⁾			35,000	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.001 per share	35,000	$3.65	0	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Series A Convertible Preferred Stock	$3.65	07/13/2023		M⁽⁹⁾⁽¹¹⁾			59,500	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.001 per share	59,500	$3.65	0	I	By Managed Account of Starboard Value LP⁽⁵⁾
Series A Convertible Preferred Stock	$3.65	07/13/2023		M⁽⁹⁾⁽¹¹⁾			20,300	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.001 per share	20,300	$3.65	0	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Series A Convertible Preferred Stock	$3.65	07/13/2023		M⁽⁹⁾⁽¹¹⁾			19,250	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.001 per share	19,250	$3.65	0	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Series A Convertible Preferred Stock	$3.65	07/13/2023		M⁽⁹⁾⁽¹¹⁾			26,711	⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.001 per share	26,711	$3.65	0	I	By Starboard X Master Fund Ltd⁽⁸⁾
Series B Warrants	⁽¹⁰⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾			17,035,140	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	17,035,140	⁽¹⁰⁾	0	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Series B Warrants	⁽¹⁰⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾			3,150,685	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	3,150,685	⁽¹⁰⁾	0	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Series B Warrants	⁽¹⁰⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾			5,356,164	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	5,356,164	⁽¹⁰⁾	0	I	By Managed Account of Starboard Value LP⁽⁵⁾
Series B Warrants	⁽¹⁰⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾			1,827,397	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	1,827,397	⁽¹⁰⁾	0	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Series B Warrants	⁽¹⁰⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾			1,732,877	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	1,732,877	⁽¹⁰⁾	0	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Series B Warrants	⁽¹⁰⁾	07/13/2023		M⁽¹⁰⁾⁽¹¹⁾			2,404,586	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	2,404,586	⁽¹⁰⁾	0	I	By Starboard X Master Fund Ltd⁽⁸⁾

1. Name and Address of Reporting Person^*

Starboard Value LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

STARBOARD VALUE & OPPORTUNITY S LLC

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value & Opportunity C LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value & Opportunity Master Fund L LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard X Master Fund Ltd

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value R LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value L LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value GP LLC

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value R GP LLC

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

2. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.

4. Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.

5. Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.

6. Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.

7. Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.

8. Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

9. Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

10. Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

11. The transactions reported herein are exempt pursuant to Rule 16b-3.

	Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value and Opportunity C LP, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value and Opportunity Master Fund L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard X Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value R LP, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	Starboard Value R GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory	07/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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