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. 3)1

Merit Medical Systems, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

589889104

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 9, 2020

(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).

  

CUSIP No. 589889104

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE 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         4,034,085  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,034,085  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,034,085  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

 2

CUSIP No. 589889104

  1   NAME OF REPORTING PERSON  
         
        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  
         
        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         2,206,228  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,206,228  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,206,228  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.0%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

 3

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        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  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         395,961  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          395,961  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        395,961  
  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  

  

 4

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        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  
         
        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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         230,040  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          230,040  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        230,040  
  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  

  

 5

CUSIP No. 589889104

 

  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         230,040  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          230,040  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        230,040  
  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  

  

 6

CUSIP No. 589889104

 

  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         448,452  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          448,452  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        448,452  
  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  

  

 7

CUSIP No. 589889104

 

  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         218,412  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          218,412  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        218,412  
  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  

  

 8

CUSIP No. 589889104

 

  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         218,412  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          218,412  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        218,412  
  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  

  

 9

CUSIP No. 589889104

 

  1   NAME OF REPORTING PERSON  
         
        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  
         
        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         302,109  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          302,109  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        302,109  
  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  
         
        CO  

  

 10

CUSIP No. 589889104

 

  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         4,034,085  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,034,085  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,034,085  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

 11

CUSIP No. 589889104

 

  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         4,034,085  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,034,085  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,034,085  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

 12

CUSIP No. 589889104

 

  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         4,034,085  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,034,085  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,034,085  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

 13

CUSIP No. 589889104

 

  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         4,034,085  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,034,085  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,034,085  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 14

CUSIP No. 589889104

 

  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         4,034,085  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,034,085  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,034,085  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 15

CUSIP No. 589889104

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

 

(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 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 C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(x) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;

 16

CUSIP No. 589889104

(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 S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard L 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 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 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 C LP, Starboard L Master, Starboard X 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).

 17

CUSIP No. 589889104

(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.

Item 3 is hereby amended and restated to read as follows:

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 2,206,228 Shares beneficially owned by Starboard V&O Fund is approximately $68,392,964, excluding brokerage commissions. The aggregate purchase price of the 395,961 Shares beneficially owned by Starboard S LLC is approximately $12,274,451, excluding brokerage commissions. The aggregate purchase price of the 230,040 Shares beneficially owned by Starboard C LP is approximately $7,132,148, excluding brokerage commissions. The aggregate purchase price of the 218,412 Shares beneficially owned by Starboard L Master is approximately $6,841,379, excluding brokerage commissions. The aggregate purchase price of the 302,109 Shares beneficially owned by Starboard X Master is approximately $13,486,976, excluding brokerage commissions. The aggregate purchase price of the 681,335 Shares held in the Starboard Value LP Account is approximately $22,436,934, excluding brokerage commissions.

 

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 55,547,463 Shares outstanding, as of November 2, 2020, 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 5, 2020.

 18

CUSIP No. 589889104

A. Starboard V&O Fund
(a) As of the close of business on November 12, 2020, Starboard V&O Fund beneficially owned 2,206,228 Shares.

Percentage: Approximately 4.0%

(b) 1. Sole power to vote or direct vote: 2,206,228
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,206,228
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.
B. Starboard S LLC
(a) As of the close of business on November 12, 2020, Starboard S LLC beneficially owned 395,961 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 395,961
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 395,961
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.
C. Starboard C LP
(a) As of the close of business on November 12, 2020, Starboard C LP beneficially owned 230,040 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 230,040
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 230,040
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.

 19

CUSIP No. 589889104

D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 230,040 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 230,040
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 230,040
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.
E. Starboard R GP
(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) 230,040 shares owned by Starboard C LP and (ii) 218,412 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 448,452
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 448,452
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.
F. Starboard L Master
(a) As of the close of business on November 12, 2020, Starboard L Master beneficially owned 218,412 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 218,412
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 218,412
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.

 20

CUSIP No. 589889104

G. Starboard L GP
(a) Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 218,412 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 218,412
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 218,412
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.
H. Starboard X Master
(a) As of the close of business on November 12, 2020, Starboard X Master beneficially owned 302,109 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 302,109
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 302,109
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.
I. Starboard Value LP
(a) As of the close of business on November 12, 2020, 681,335 Shares were held in the Starboard Value LP Account. 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) 2,206,228 Shares owned by Starboard V&O Fund, (ii) 395,961 Shares owned by Starboard S LLC, (iii) 230,040 Shares owned by Starboard C LP, (iv) 218,412 Shares owned by Starboard L Master, (v) 302,109 Shares owned by Starboard X Master, and (vi) 681,335 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.3%

(b) 1. Sole power to vote or direct vote: 4,034,085
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,034,085
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

 21

CUSIP No. 589889104

J. Starboard Value GP
(a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,206,228 Shares owned by Starboard V&O Fund, (ii) 395,961 Shares owned by Starboard S LLC, (iii) 230,040 Shares owned by Starboard C LP, (iv) 218,412 Shares owned by Starboard L Master, (v) 302,109 Shares owned by Starboard X Master, and (vi) 681,335 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.3%

(b) 1. Sole power to vote or direct vote: 4,034,085
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,034,085
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.
K. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,206,228 Shares owned by Starboard V&O Fund, (ii) 395,961 Shares owned by Starboard S LLC, (iii) 230,040 Shares owned by Starboard C LP, (iv) 218,412 Shares owned by Starboard L Master, (v) 302,109 Shares owned by Starboard X Master, and (vi) 681,335 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.3%

(b) 1. Sole power to vote or direct vote: 4,034,085
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,034,085
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.

 22

CUSIP No. 589889104

L. Principal GP
(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,206,228 Shares owned by Starboard V&O Fund, (ii) 395,961 Shares owned by Starboard S LLC, (iii) 230,040 Shares owned by Starboard C LP, (iv) 218,412 Shares owned by Starboard L Master, (v) 302,109 Shares owned by Starboard X Master, and (vi) 681,335 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.3%

(b) 1. Sole power to vote or direct vote: 4,034,085
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,034,085
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) 2,206,228 Shares owned by Starboard V&O Fund, (ii) 395,961 Shares owned by Starboard S LLC, (iii) 230,040 Shares owned by Starboard C LP, (iv) 218,412 Shares owned by Starboard L Master, (v) 302,109 Shares owned by Starboard X Master, and (vi) 681,335 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: 4,034,085
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,034,085

 

(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.

 23

CUSIP No. 589889104

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, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

On November 12, 2020, 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.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following 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 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 November 12, 2020.
99.2 Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated November 12, 2020.

 

 24

CUSIP No. 589889104

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: November 12, 2020

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 X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

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

 

 25

CUSIP No. 589889104

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, 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

 

CUSIP No. 589889104

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 7,150 42.3487 09/17/2020
Purchase of Common Stock 7,150 42.3487 09/17/2020
Purchase of Common Stock 14,300 42.3474 09/18/2020
Purchase of Common Stock 14,300 42.3474 09/18/2020
Purchase of Common Stock 715 40.7692 09/21/2020
Purchase of Common Stock 715 40.7692 09/21/2020
Purchase of Common Stock 37,180 40.3213 09/23/2020
Purchase of Common Stock 2,288 39.9425 09/24/2020
Disposition of Common Stock (85,165)1 43.5000 10/01/2020
Sale of Common Stock (2,734) 48.2000 10/12/2020
Sale of Common Stock (40,471) 48.8189 10/12/2020
Sale of Common Stock (25,157) 48.7658 10/12/2020
Sale of Common Stock (13,672) 49.0038 10/23/2020
Sale of Common Stock (10,938) 49.0713 10/27/2020
Sale of Common Stock (5,524) 54.3400 11/09/2020
Sale of Common Stock (60,733) 54.2122 11/09/2020
Sale of Common Stock (47,146) 53.3699 11/10/2020
Sale of Common Stock (41,017) 53.5265 11/10/2020
Sale of Common Stock (2,899) 53.8090 11/11/2020
Sale of Common Stock (602) 54.2968 11/11/2020

 


1 Represents an internal transfer of Shares to Starboard Value X Master Fund Ltd.

 

CUSIP No. 589889104

STARBOARD VALUE AND OPPORTUNITY C LP

 

Purchase of Common Stock 1,475 42.3487 09/17/2020
Purchase of Common Stock 2,950 42.3474 09/18/2020
Purchase of Common Stock 148 40.7692 09/21/2020
Purchase of Common Stock 3,835 40.3213 09/23/2020
Purchase of Common Stock 236 39.9425 09/24/2020
Sale of Common Stock (285) 48.2000 10/12/2020
Sale of Common Stock (4,220) 48.8189 10/12/2020
Sale of Common Stock (2,623) 48.7658 10/12/2020
Sale of Common Stock (1,426) 49.0038 10/23/2020
Sale of Common Stock (1,140) 49.0713 10/27/2020
Sale of Common Stock (576) 54.3400 11/09/2020
Sale of Common Stock (6,333) 54.2122 11/09/2020
Sale of Common Stock (4,916) 53.3699 11/10/2020
Sale of Common Stock (4,277) 53.5265 11/10/2020
Sale of Common Stock (302) 53.8090 11/11/2020
Sale of Common Stock (63) 54.2968 11/11/2020

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Purchase of Common Stock 2,475 42.3487 09/17/2020
Purchase of Common Stock 4,950 42.3474 09/18/2020
Purchase of Common Stock 247 40.7692 09/21/2020
Purchase of Common Stock 6,435 40.3213 09/23/2020
Purchase of Common Stock 396 39.9425 09/24/2020
Sale of Common Stock (491) 48.2000 10/12/2020
Sale of Common Stock (7,263) 48.8189 10/12/2020
Sale of Common Stock (4,515) 48.7658 10/12/2020
Sale of Common Stock (2,454) 49.0038 10/23/2020
Sale of Common Stock (1,963) 49.0713 10/27/2020
Sale of Common Stock (991) 54.3400 11/09/2020
Sale of Common Stock (10,900) 54.2122 11/09/2020
Sale of Common Stock (8,462) 53.3699 11/10/2020
Sale of Common Stock (7,361) 53.5265 11/10/2020
Sale of Common Stock (520) 53.8090 11/11/2020
Sale of Common Stock (108) 54.2968 11/11/2020

 

 

CUSIP No. 589889104

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Common Stock 1,150 42.3487 09/17/2020
Purchase of Common Stock 2,300 42.3474 09/18/2020
Purchase of Common Stock 115 40.7692 09/21/2020
Purchase of Common Stock 2,990 40.3213 09/23/2020
Purchase of Common Stock 184 39.9425 09/24/2020
Sale of Common Stock (271) 48.2000 10/12/2020
Sale of Common Stock (4,006) 48.8189 10/12/2020
Sale of Common Stock (2,491) 48.7658 10/12/2020
Sale of Common Stock (1,354) 49.0038 10/23/2020
Sale of Common Stock (1,083) 49.0713 10/27/2020
Sale of Common Stock (547) 54.3400 11/09/2020
Sale of Common Stock (6,013) 54.2122 11/09/2020
Sale of Common Stock (4,667) 53.3699 11/10/2020
Sale of Common Stock (4,061) 53.5265 11/10/2020
Sale of Common Stock (287) 53.8090 11/11/2020
Sale of Common Stock (59) 54.2968 11/11/2020

 

STARBOARD VALUE X MASTER FUND LTD

 

Purchase of Common Stock 1,350 42.3487 09/17/2020
Purchase of Common Stock 2,700 42.3474 09/18/2020
Purchase of Common Stock 135 40.7692 09/21/2020
Purchase of Common Stock 3,510 40.3213 09/23/2020
Purchase of Common Stock 216 39.9425 09/24/2020
Acquisition of Common Stock 85,1652 43.5000 10/01/2020
Purchase of Common Stock 28,104 43.5963 10/01/2020
Sale of Common Stock (374) 48.2000 10/12/2020
Sale of Common Stock (5,542) 48.8189 10/12/2020
Sale of Common Stock (3,445) 48.7658 10/12/2020
Sale of Common Stock (1,872) 49.0038 10/23/2020
Sale of Common Stock (1,498) 49.0713 10/27/2020
Sale of Common Stock (756) 54.3400 11/09/2020
Sale of Common Stock (8,316) 54.2122 11/09/2020
Sale of Common Stock (6,456) 53.3699 11/10/2020
Sale of Common Stock (5,617) 53.5265 11/10/2020
Sale of Common Stock (397) 53.8090 11/11/2020
Sale of Common Stock (82) 54.2968 11/11/2020

 


2 Represents an internal transfer of Shares from Starboard Value and Opportunity Master Fund Ltd.

 

CUSIP No. 589889104

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 4,250 42.3487 09/17/2020
Purchase of Common Stock 8,500 42.3474 09/18/2020
Purchase of Common Stock 425 40.7692 09/21/2020
Purchase of Common Stock 11,050 40.3213 09/23/2020
Purchase of Common Stock 680 39.9425 09/24/2020
Sale of Common Stock (845) 48.2000 10/12/2020
Sale of Common Stock (12,498) 48.8189 10/12/2020
Sale of Common Stock (7,769) 48.7658 10/12/2020
Sale of Common Stock (4,222) 49.0038 10/23/2020
Sale of Common Stock (3,378) 49.0713 10/27/2020
Sale of Common Stock (1,706) 54.3400 11/09/2020
Sale of Common Stock (18,756) 54.2122 11/09/2020
Sale of Common Stock (14,560) 53.3699 11/10/2020
Sale of Common Stock (12,667) 53.5265 11/10/2020
Sale of Common Stock (895) 53.8090 11/11/2020
Sale of Common Stock (186) 54.2968 11/11/2020