JEFFREY C. SMITH
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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☐
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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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43,600,796
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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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43,600,796
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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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43,600,796*
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.0%
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 274,186 Shares underlying
a certain forward purchase contract exercisable within 60 days hereof and 16,658,519 Shares
underlying certain call options 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
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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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WC
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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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☐
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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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15,445,672
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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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15,445,672
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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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15,445,672*
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.5%
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14
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TYPE OF REPORTING PERSON
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CO
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* Includes 15,444,672
Shares underlying certain call options 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
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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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WC
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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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☐
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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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2,433,000
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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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2,433,000
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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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2,433,000
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE AND OPPORTUNITY C 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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WC
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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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☐
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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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1,394,606
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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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1,394,606
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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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1,394,606
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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STARBOARD VALUE R 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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1,394,606
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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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1,394,606
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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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1,394,606
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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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|
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Less than 1%
|
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|
14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
|
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STARBOARD VALUE R GP LLC
|
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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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|
OO
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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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|
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|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
2,739,321
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,739,321
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,739,321
|
|
|
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
|
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TYPE OF REPORTING PERSON
|
|
|
|
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|
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|
OO
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1
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NAME OF REPORTING PERSON
|
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|
|
|
|
|
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|
|
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
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SEC USE ONLY
|
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|
4
|
|
SOURCE OF FUNDS
|
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|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,344,715
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,344,715
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,344,715
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
1,344,715
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,344,715
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,344,715
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS TANGO 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
|
|
|
|
|
1,213,847
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,213,847
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,213,847*
|
|
|
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
|
|
* Represents 1,213,847 Shares underlying
certain call options exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS FUND 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
|
|
|
|
|
1,213,847
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,213,847
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,213,847*
|
|
|
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
|
|
* Represents 1,213,847 Shares underlying
certain call options exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT VI 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
|
|
|
|
|
1,629,398
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,629,398
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,629,398
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT VI 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
|
|
|
|
|
1,629,398
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,629,398
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,629,398
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE A 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
|
|
|
|
|
2,843,245
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,843,245
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,843,245*
|
|
|
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 1,213,847 Shares underlying
certain call options exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE A 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
|
|
|
|
|
2,843,245
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,843,245
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,843,245*
|
|
|
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 1,213,847 Shares underlying
certain call options 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
|
|
|
|
|
43,600,796
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
43,600,796
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
43,600,796*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 274,186 Shares underlying
a certain forward purchase contract exercisable within 60 days hereof and 16,658,519 Shares
underlying certain call options 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
|
|
|
|
|
43,600,796
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
43,600,796
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
43,600,796*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Includes 274,186 Shares underlying
a certain forward purchase contract exercisable within 60 days hereof and 16,658,519 Shares
underlying certain call options 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
|
|
|
|
|
43,600,796
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
43,600,796
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
43,600,796*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 274,186 Shares underlying
a certain forward purchase contract exercisable within 60 days hereof and 16,658,519 Shares
underlying certain call options 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
|
|
|
|
|
43,600,796
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
43,600,796
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
43,600,796*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 274,186 Shares underlying
a certain forward purchase contract exercisable within 60 days hereof and 16,658,519 Shares
underlying certain call options 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
|
|
|
|
|
24,685
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
43,600,796
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,685
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
43,600,796
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
43,625,481*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 274,186 Shares underlying
a certain forward purchase contract exercisable within 60 days hereof and 16,658,519 Shares
underlying certain call options exercisable within 60 days hereof.
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
|
Item 1.
|
Security and Issuer.
|
Item 1 is hereby amended
and restated to read as follows:
This statement relates
to the common stock, $0.01 par value per share (the “Shares”), of NortonLifeLock Inc. (the “Issuer”). The
address of the principal executive offices of the Issuer is 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The securities purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard Tango LLC, Starboard Select VI
LP, and held in the Starboard Value LP Accounts 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 A, which is incorporated by reference herein. The aggregate purchase price of the 1,000 Shares beneficially owned by
Starboard V&O Fund is approximately $20,925, excluding brokerage commissions. The aggregate purchase price of certain call
options exercisable into 15,444,672 Shares beneficially owned by Starboard V&O Fund, as further described in Item 6 below,
is approximately $26,564,836, excluding brokerage commissions. The aggregate purchase price of the 2,433,000 Shares beneficially
owned by Starboard S LLC is approximately $51,199,609, excluding brokerage commissions. The aggregate purchase price of the 1,394,606
Shares beneficially owned by Starboard C LP is approximately $29,349,022, excluding brokerage commissions. The aggregate purchase
price of the 1,344,715 Shares beneficially owned by Starboard L Master is approximately $26,943,974, excluding brokerage commissions.
The aggregate purchase price of the 1,629,398 Shares beneficially owned by Starboard Select VI LP is approximately $33,195,921,
excluding brokerage commissions. The aggregate purchase price of the 19,865,372 Shares held in the Starboard Value LP Accounts
is approximately $395,385,584, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter
forward purchase contract providing for the purchase of 274,186 Shares by Starboard Value LP through one of the Starboard Value
LP Accounts is approximately $6,292,733, excluding brokerage commissions. The aggregate purchase price of certain call options
exercisable into 1,213,847 Shares beneficially owned by Starboard Tango LLC, as further described in Item 6 below, is approximately
$2,087,817, excluding brokerage commissions. The 24,685 Shares beneficially owned by Mr. Feld represent shares that were granted
to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
|
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 623,246,880 Shares outstanding, as of November 1, 2019, which
is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on November 7, 2019.
|
(a)
|
As of the close of business on December 6, 2019, Starboard V&O Fund beneficially owned 15,445,672
Shares, including 15,444,672 Shares underlying certain call options.
|
Percentage: Approximately
2.5%
|
(b)
|
1. Sole power to vote or direct vote: 15,445,672
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 15,445,672
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 A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 6, 2019, Starboard S LLC beneficially owned 2,433,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 2,433,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,433,000
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard S LLC has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the close of business on December 6, 2019, Starboard C LP beneficially owned 1,394,606 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,394,606
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,394,606
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard C LP has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 1,394,606 Shares owned by Starboard C LP.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,394,606
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,394,606
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.
|
|
(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) 1,394,606 Shares owned by Starboard C LP and (ii) 1,344,715 Shares owned by Starboard L Master.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 2,739,321
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,739,321
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.
|
|
(a)
|
As of the close of business on December 6, 2019, Starboard L Master beneficially owned 1,344,715
Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,344,715
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,344,715
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard L Master has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner
of the 1,344,715 Shares owned by Starboard L Master.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,344,715
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,344,715
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.
|
|
(a)
|
As of the close of business on December 6, 2019, Starboard Tango LLC beneficially owned 1,213,847
Shares underlying certain call options.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,213,847
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,213,847
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Starboard Tango LLC during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
|
I.
|
Starboard Leaders Fund
|
|
(a)
|
Starboard Leaders Fund, as a member of Starboard Tango LLC, may be deemed the beneficial owner
of the 1,213,847 Shares owned by Starboard Tango LLC.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,213,847
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,213,847
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Starboard Tango LLC during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
|
|
J.
|
Starboard Select VI LP
|
|
(a)
|
As of the close of business on December 6, 2019, Starboard Select VI LP beneficially owned 1,629,398
Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,629,398
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,629,398
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Select VI LP has not entered into any transactions in the Shares during the past sixty
days.
|
|
K.
|
Starboard Select VI GP
|
|
(a)
|
Starboard Select VI GP, as the general partner of Starboard Select VI LP, may be deemed the beneficial
owner of the 1,629,398 Shares owned by Starboard Select VI LP.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 1,629,398
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,629,398
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Select VI GP has not entered into any transactions in the Shares during the past sixty
days.
|
|
(a)
|
Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard
Tango LLC and Starboard Select VI GP, may be deemed the beneficial owner of the (i) 1,213,847 Shares owned by Starboard Tango LLC
and (ii) 1,629,398 Shares owned by Starboard Select VI LP.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 2,843,245
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,843,245
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard A LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard Tango LLC during the past sixty days are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of
the (i) 1,213,847 Shares owned by Starboard Tango LLC and (ii) 1,629,398 Shares owned by Starboard Select VI LP.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 2,843,245
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,843,245
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard A GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard Tango LLC during the past sixty days are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 6, 2019, 20,139,558 Shares were held in the Starboard Value
LP Accounts, including 274,186 Shares underlying a certain forward purchase contract. Starboard Value LP, as the investment manager
of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard Tango LLC, Starboard Select VI LP, and the Starboard Value
LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 15,445,672 Shares owned by Starboard
V&O Fund, (ii) 2,433,000 Shares owned by Starboard S LLC, (iii) 1,394,606 Shares owned by Starboard C LP, (iv) 1,344,715 Shares
owned by Starboard L Master, (v) 1,213,847 Shares owned by Starboard Tango LLC, (vi) 1,629,398 Shares owned by Starboard Select
VI LP, and (vii) 20,139,558 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately
7.0%
|
(b)
|
1. Sole power to vote or direct vote: 43,600,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 43,600,796
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Starboard Value LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard Tango LLC during the past sixty days are
set forth in Schedule A 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) 15,445,672 Shares owned by Starboard V&O Fund, (ii) 2,433,000 Shares owned by Starboard S LLC, (iii) 1,394,606
Shares owned by Starboard C LP, (iv) 1,344,715 Shares owned by Starboard L Master, (v) 1,213,847 Shares owned by Starboard Tango
LLC, (vi) 1,629,398 Shares owned by Starboard Select VI LP, and (vii) 20,139,558 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately
7.0%
|
(b)
|
1. Sole power to vote or direct vote: 43,600,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 43,600,796
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 and Starboard Tango LLC during the past sixty days are
set forth in Schedule A 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)
15,445,672 Shares owned by Starboard V&O Fund, (ii) 2,433,000 Shares owned by Starboard S LLC, (iii) 1,394,606 Shares owned
by Starboard C LP, (iv) 1,344,715 Shares owned by Starboard L Master, (v) 1,213,847 Shares owned by Starboard Tango LLC, (vi) 1,629,398
Shares owned by Starboard Select VI LP, and (vii) 20,139,558 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately
7.0%
|
(b)
|
1. Sole power to vote or direct vote: 43,600,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 43,600,796
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 and Starboard Tango LLC during the past sixty days are set
forth in Schedule A 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) 15,445,672 Shares owned by Starboard V&O Fund, (ii) 2,433,000 Shares owned by Starboard S LLC, (iii) 1,394,606 Shares owned
by Starboard C LP, (iv) 1,344,715 Shares owned by Starboard L Master, (v) 1,213,847 Shares owned by Starboard Tango LLC, (vi) 1,629,398
Shares owned by Starboard Select VI LP, and (vii) 20,139,558 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately
7.0%
|
(b)
|
1. Sole power to vote or direct vote: 43,600,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 43,600,796
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 and Starboard Tango LLC during the past sixty days are set
forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. 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, may be deemed the beneficial owner of the (i) 15,445,672 Shares owned by
Starboard V&O Fund, (ii) 2,433,000 Shares owned by Starboard S LLC, (iii) 1,394,606 Shares owned by Starboard C LP, (iv) 1,344,715
Shares owned by Starboard L Master, (v) 1,213,847 Shares owned by Starboard Tango LLC, (vi) 1,629,398 Shares owned by Starboard
Select VI LP, and (vii) 20,139,558 Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately
7.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 43,600,796
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 43,600,796
|
|
(c)
|
Mr. Smith 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 and Starboard Tango LLC during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on December 6, 2019, Mr. Feld beneficially owned 24,685 Shares. Mr.
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) 15,445,672 Shares owned by Starboard V&O Fund, (ii)
2,433,000 Shares owned by Starboard S LLC, (iii) 1,394,606 Shares owned by Starboard C LP, (iv) 1,344,715 Shares owned by Starboard
L Master, (v) 1,213,847 Shares owned by Starboard Tango LLC, (vi) 1,629,398 Shares owned by Starboard Select VI LP, and (vii) 20,139,558
Shares held in the Starboard Value LP Accounts.
|
Percentage: Approximately
7.0%
|
(b)
|
1. Sole power to vote or direct vote: 24,685
2. Shared power to vote or direct vote: 43,600,796
3. Sole power to dispose or direct the disposition: 24,685
4. Shared power to dispose or direct the disposition: 43,600,796
|
|
(c)
|
Mr. Feld 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 and Starboard Tango LLC during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby
amended to add the following:
Each of Starboard
V&O Fund and Starboard Tango LLC purchased in the over the counter market American-style call options from Goldman Sachs referencing
an aggregate of 15,444,672 Shares and 1,213,847 Shares, respectively, which have an exercise price of $26.99 per Share and expire
on December 11, 2020.
Each of Starboard
V&O Fund and Starboard Tango LLC sold short in the over the counter market American-style put options to Goldman Sachs referencing
an aggregate of 15,444,672 Shares and 1,213,847 Shares, respectively, which have an exercise price of $24.09 per Share and expire
on December 11, 2020.
As previously disclosed,
Starboard Value LP through one of the Starboard Value LP Accounts entered into a forward purchase contract providing for the purchase
of 274,186 Shares (the “Forward Contract”). The Forward Contract has a final valuation date of February 16, 2021, however,
Starboard Value LP has the ability to elect early settlement after serving notice to the counter party of such intention at least
two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contract provides for physical
settlement. Until the settlement date, the Forward Contract does not give Starboard Value LP voting or dispositive control over
the Shares to which the contract relates.
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: December 6, 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 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 R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD LEADERS TANGO LLC
By: Starboard Value A LP,
its managing member
|
|
Starboard Leaders Fund LP
By: Starboard Value A LP,
its general partner
Starboard Leaders Select
VI LP
By: Starboard Leaders Select VI GP LLC,
its general partner
STARBOARD VALUE A LP
By: Starboard Value A 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 A GP LLC
Starboard Value R GP LLC
Starboard Leaders Select
VI 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
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
Sale of Common Stock
|
(15,444,672)
|
25.4900
|
12/05/2019
|
Purchase of Call Option
|
15,444,6721
|
1.7200
|
12/05/2019
|
Sale of Put Option
|
(15,444,672)2
|
1.3800
|
12/05/2019
|
STARBOARD LEADERS TANGO LLC
Sale of Common Stock
|
(1,213,847)
|
25.4900
|
12/05/2019
|
Purchase of Call Option
|
1,213,8471
|
1.7200
|
12/05/2019
|
Sale of Put Option
|
(1,213,847)2
|
1.3800
|
12/05/2019
|
1
Represents shares underlying American-style call options purchased in the over the counter market. These call options have an exercise
price of $26.99 per share and expire on December 11, 2020.
2
Represents shares underlying American-style put options sold short in the over the counter market. These put options
have an exercise price of $24.09 per share and expire on December 11, 2020.