Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cyxtera Technologies, Inc.
(f/k/a Starboard Value Acquisition Corp.)
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
23284C 102
(CUSIP NUMBER)
Jeffrey C. Smith
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Not Applicable
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ◻.
The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value LP
|
|
|||||||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
|
|||||||||||
|
3
|
SEC USE ONLY
|
|
|||||||||||
|
4
|
SOURCE OF FUNDS*
OO
|
|
|||||||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
|
|||||||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|||||||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128(1)(2(3)
|
|
|
|||||||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
||||||||
|
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128(1)(2)(3)
|
|
|
||||||||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
||||||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)(3)
|
|
|||||||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
|
|||||||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
|
|||||||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|||||||||||
|
(1)
|
Includes 1,853,813 shares of Class A common stock, par value $0.0001 per share (“Shares”) issuable upon exercise of Forward Purchase Warrants (as
defined in Item 4 below).
|
|
(2)
|
Includes 3,750,000 Optional Shares (as defined in Item 4 below).
|
| (3) |
Includes Shares, Shares underlying Forward Purchase Warrants and Shares eligible to be received under the Optional Share Purchase Agreement held by a managed account.
|
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||||||||
|
CUSIP No. 23284C 102
|
|
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|||||||||
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|
||||||||
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity Master Fund Ltd
|
|||||||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
|||||||||||
|
3
|
SEC USE ONLY
|
|||||||||||
|
4
|
SOURCE OF FUNDS*
WC
|
|||||||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
|||||||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
12,384,694 (1)(2)
|
|
|||||||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
||||||||
|
|
9
|
|
SOLE DISPOSITIVE POWER
12,384,694 (1)(2)
|
|
||||||||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
||||||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,384,694 (1)(2)
|
|||||||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
|||||||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
7.3%
|
|||||||||||
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|||||||||||
|
(1)
|
Includes 1,064,090 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 2,092,500 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity S LLC
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
WC
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
2,189,382 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,189,382 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,189,382 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
1.3%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 183,527 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 363,750 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity C LP
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
WC
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,301,928 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,301,928 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,301,928 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 109,375 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 217,500 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value R LP
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
OO
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,301,928 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,301,928 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,301,928 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 109,375 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 217,500 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value R GP LLC
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
OO
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
2,303,414 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,303,414 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,303,414 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
1.4%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 194,500 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 367,500 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity Master Fund L LP
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
WC
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,001,486 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,001,486 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,486 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 85,275 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 150,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value L LP
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
OO
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,001,486 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,001,486 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,486 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 85,275 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 150,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard X Master Fund Ltd
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
WC
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,722,647 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,722,647 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,647 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
1.0%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
CO
|
||||||
|
(1)
|
Includes 98,252 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 412,500 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value GP LLC
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
OO
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Principal Co LP
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
OO
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Principal Co GP LLC
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
OO
|
||||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128 (1)(2)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128 (1)(2)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Jeffrey C. Smith
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
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
United States
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
||
|
|
8
|
|
SHARED VOTING POWER
22,130,128 (1)(2)
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
22,130,128 (1)(2)
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Peter A. Feld
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
|
3
|
SEC USE ONLY
|
||||||
|
4
|
SOURCE OF FUNDS*
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
United States
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
||
|
|
8
|
|
SHARED VOTING POWER
22,130,128 (1)(2)
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
22,130,128 (1)(2)
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
|
(2)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
SVAC Sponsor 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
16,203,840 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
16,203,840 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,203,840 (1)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
9.4%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 6,723,127 Shares issuable upon exercise of the Private Placement Warrants (as defined in Item 4 below).
|
|
|
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
SVAC Manager 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
16,203,840 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
16,203,840 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,203,840 (1)
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
9.4%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 6,723,127 Shares issuable upon exercise of the Private Placement Warrants.
|
|
CUSIP No. 23284C 102
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Martin D. McNulty, Jr.
|
||||||
|
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
United States
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
||
|
|
8
|
|
SHARED VOTING POWER
505,150
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
505,150
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,150
|
||||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends
the Schedule 13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby amended and restated as follows:
Funds for the purchase of securities reported herein were derived from available working capital of SVAC Sponsor LLC (the “Sponsor”). Substantially all of the
membership interests in the Sponsor are held by the Starboard Clients (as defined below), and the remaining membership interests are held by third-party industry advisors. The Sponsor paid to the Issuer $25,000 for the Founder Shares (as defined in
Item 4) in the aggregate, including some Founders Shares that have been subsequently transferred, and $10,084,690.50 for the Private Placement Warrants (as defined in Item 4), for a total of $10,109,690 from the Sponsor. The purchase prices paid by
each of the Starboard Funds and an account managed by Starboard Value LP (the “Starboard Value LP Account” and, collectively with the Starboard Funds, the “Starboard Clients”) are listed on Schedule B. Mr. McNulty paid $1,250 for his portion of the
Founders Shares and received additional Founders Shares through a dividend.
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 10, 2021
|
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 P FUND LP
By: Starboard Value P GP LLC,
its general partner
|
|
STARBOARD VALUE P GP LLC
By: Starboard Value R LP,
its member
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
SVAC SPONSOR LLC
SVAC MANAGER 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
|
|
/s/ Martin D. McNulty, Jr.
|
|
MARTIN D. MCNULTY, JR.
|
SCHEDULE B
Schedule of Acquisitions Occurring in Connection with the Consummation of the Business Combination
Forward Purchase Shares
|
Starboard Client
|
Amount Acquired
|
Amount Paid
|
|
|
Starboard Value and Opportunity C LP
|
621,053
|
5,900,003.50
|
|
|
Starboard Value LP Account
|
1,778,947
|
16,899,996.50
|
|
|
Starboard Value and Opportunity Master Fund Ltd
|
6,042,104
|
57,399,998.00
|
|
|
Starboard Value and Opportunity S LLC
|
1,042,105
|
9,899,997.50
|
|
|
Starboard Value and Opportunity Master Fund L LP
|
484,211
|
4,600,004.50
|
|
|
Starboard X Master Fund Ltd
|
557,895
|
5,300,002.50
|
|
Private Placement Shares
|
Starboard Client
|
Amount Acquired
|
Amount Paid
|
|
|
Starboard Value and Opportunity C LP
|
354,000
|
3,540,000.00
|
|
|
Starboard Value LP Account
|
924,000
|
9,240,000.00
|
|
|
Starboard Value and Opportunity Master Fund Ltd
|
3,186,000
|
31,860,000.00
|
|
|
Starboard Value and Opportunity S LLC
|
600,000
|
6,000,000.00
|
|
|
Starboard Value and Opportunity Master Fund L LP
|
282,000
|
2,820,000.00
|
|
|
Starboard X Master Fund Ltd
|
654,000
|
6,540,000.00
|
|
Forward Purchase Warrants
|
Starboard Client
|
Amount Acquired
|
|
Starboard Value and Opportunity C LP
|
109,375
|
|
Starboard Value LP Account
|
313,294
|
|
Starboard Value and Opportunity Master Fund Ltd
|
1,064,090
|
|
Starboard Value and Opportunity S LLC
|
183,527
|
|
Starboard Value and Opportunity Master Fund L LP
|
85,275
|
|
Starboard X Master Fund Ltd
|
98,252
|
Optional Shares
|
Starboard Client
|
Amount Acquired
|
|
Starboard Value and Opportunity C LP
|
217,500
|
|
Starboard Value LP Account
|
513,750
|
|
Starboard Value and Opportunity Master Fund Ltd
|
2,092,500
|
|
Starboard Value and Opportunity S LLC
|
363,750
|
|
Starboard Value and Opportunity Master Fund L LP
|
150,000
|
|
Starboard X Master Fund Ltd
|
412,500
|