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. 2)*
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)
January 14, 2022
(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. 23284C102
|
|
|
|
|
|||||||||
|
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
20,767,571(1)(2)
|
|
|
|||||||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
||||||||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571(1)(2)
|
|
|
||||||||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
||||||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571 (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))
12.1%
|
|
|||||||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|||||||||||
|
(1)
|
Includes 3,750,000 Optional Shares (as defined in Item 4 below).
|
||||||||||||
|
(2)
|
Includes shares of Class A common stock, par value $0.0001 per share (“Shares”) and Shares eligible to be received under the Optional Share Purchase Agreement held by a managed account and the shares issued in
connection with the Cashless Exercise (as defined in Item 4 below).
|
||||||||||||
|
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|
|
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|
||||||||
|
CUSIP No. 23284C102
|
|
|
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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
11,602,587 (1)
|
|
|
||||||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
|||||||
|
|
9
|
|
SOLE DISPOSITIVE POWER
11,602,587 (1)
|
|
|
|||||||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|||||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,602,587 (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))
6.8%
|
|
||||||||||
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
||||||||||
|
(1)
|
Includes 2,092,500 Optional Shares.
|
|||||||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
2,054,489 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,054,489 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,489 (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))
1.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 363,750 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
1,221,537 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,221,537 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,537 (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))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
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
1,221,537 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,221,537 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,537 (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))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 217,500 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
2,160,345 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,160,345 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,160,345 (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))
1.3%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 367,500 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
938,808 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
938,808 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,808 (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))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 150,000 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
938,808 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
938,808 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,808 (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))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 150,000 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
1,650,431 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,650,431 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,431 (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))
Less than 1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
CO
|
||||||
|
(1)
|
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
20,767,571 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571 (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))
12.1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
20,767,571 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571 (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))
12.1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
(1)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
20,767,571 (1)
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571 (1)
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571 (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))
12.1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
(1)
|
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
20,767,571 (1)
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
20,767,571 (1)
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571 (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))
12.1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
|
(1)
|
Includes
3,750,000 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
20,767,571 (1)
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
20,767,571 (1)
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571 (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))
12.1%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
|
(1)
|
Includes 3,750,000 Optional Shares.
|
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
11,262,341
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
11,262,341
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,262,341
|
||||||
|
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))
6.7%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
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
11,262,341
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
11,262,341
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,262,341
|
||||||
|
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))
6.7%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
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. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as
specifically set forth herein.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On December 20, 2021, the Issuer gave notice of the redemption of all of its outstanding warrants that are outstanding as of 5 pm New York City time on January 19,
2022. The Warrant Agreement provides, however, that the warrants issued thereunder may be exercised on a cashless basis before the effective time of the redemption in exchange for the number shares set forth therein, which in this would permit
the exercising holder to receive 0.265 shares per whole warrant. On January 14, 2022, the Sponsor and each of the Starboard Clients provided notice of cashless exercise of the Private Placement Warrants and the Forward Purchase Warrants that
they held, resulting in the surrender of the warrants that they held and the issuance of the Shares set forth on Schedule C.
The Starboard Clients have not yet exercised their rights under the Optional Share Purchase Agreement and still have rights to the Optional Shares.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) is hereby amended and restated to read as follows:
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. As described in the cover pages, the Shares beneficially owned
by each of the Reporting Pers
ons includes shares underlying derivative securities, as described on the relevant cover pages and the shares of the below. In addition, the number of shares that will be issued to the Starboard Clients and the
Sponsor upon the cashless exercise of the Private Placement Warrants and the Forward Purchase Warrants have been added to the number of Shares issued and outstanding. The below information is based on the number of Shares reported as issued and
outstanding as of November 12, 2021 in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021.
As described in Item 4, the Reporting Persons may be deemed the beneficial owner of the following:
|
A.
|
Starboard V&O Fund
|
||
|
(a)
|
As of the close of business on January 18, 2022, Starboard V&O Fund beneficially owned 11,602,587 Shares.
|
||
|
Percentage: 6.8%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 11,602,587
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 11,602,587 4. Shared power to dispose or direct the disposition: 0 |
|||
|
B.
|
Starboard S LLC
|
|||
|
(a)
|
As of the close of business on January 18, 2022, Starboard S LLC beneficially owned 2,054,489 Shares.
|
|||
|
Percentage: 1.2%
|
||||
|
(b)
|
1. Sole power to vote or direct vote: 2,054,489
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,054,489 4. Shared power to dispose or direct the disposition: 0 |
|||
|
C.
|
Starboard C LP
|
|||
|
(a)
|
As of the close of business on January 18, 2022, Starboard C LP beneficially owned 1,221,537 Shares.
|
|||
|
Percentage: Less than 1%
|
||||
|
(b)
|
1. Sole power to vote or direct vote: 1,221,537
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,221,537 4. Shared power to dispose or direct the disposition: 0 |
|||
|
D.
|
Starboard L Master
|
|||
|
(a)
|
As of the close of business on January 18, 2022, Starboard L Master beneficially owned 938,808 Shares.
|
|||
|
Percentage: Less than 1%
|
||||
|
(b)
|
1. Sole power to vote or direct vote: 938,808
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the di sposition: 938,808 4. Shared power to dispose or direct the disposition: 0 |
|||
|
E.
|
Starboard L LP
|
||
|
(a)
|
Starboard L LP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 938,808 Shares owned by Starboard L Master.
|
||
|
Percentage: Less than 1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 938,808
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 938,808 4. Shared power to dispose or direct the disposition: 0 |
||
|
F.
|
Starboard R LP
|
||
|
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 1,221,537 Shares beneficially owned by Starboard C LP.
|
||
|
Percentage: Less than 1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 1,221,537
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,221,537 4. Shared power to dispose or direct the disposition: 0 |
||
|
G.
|
Starboard R GP
|
||
|
(a)
|
Starboard R GP, as the general partner of Starboard R LP and Starboard L LP, may be deemed the beneficial owner of the (i) 1,221,537 Shares owned by Starboard C LP and (ii) 938,808 Shares owned by Starboard L
Master.
|
||
|
Percentage: 1.3%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 2,160,345
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,160,345 4. Shared power to dispose or direct the disposition: 0 |
||
|
H.
|
Starboard X Master
|
||
|
(a)
|
As of the close of business on January 18, 2022, Starboard X Master beneficially owned 1,650,431 Shares.
|
||
|
Percentage: 1.0%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 1,650,431
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,650,431 4. Shared power to dispose or direct the disposition: 0 |
||
|
I.
|
Starboard Value LP
|
||
|
(a)
|
As of the close of business on January 18, 2022, Starboard Value LP may be deemed the beneficial owners of 20,767,571 Shares. 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) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489
Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,529,991 Shares through
the Starboard Value LP Account.
|
||
|
Percentage: 12.1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 20,767,571 4. Shared power to dispose or direct the disposition: 0 |
||
|
J.
|
Starboard Value GP
|
||
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of 20,767,571 Shares, comprised of the (i) 11,602,587 Shares beneficially owned
by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by
Starboard X Master and (vi) 3,529,991 Shares, through the Starboard Value LP Account.
|
||
|
Percentage: 12.1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 20,767,571 4. Shared power to dispose or direct the disposition: 0 |
||
|
K.
|
Principal Co
|
||
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of 20,767,571 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard
V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master
and (vi) 3,529,991 Shares through the Starboard Value LP Account.
|
||
|
Percentage: 12.1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 20,767,571 4. Shared power to dispose or direct the disposition: 0 |
||
|
L.
|
Principal GP
|
||
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner 20,767,571 Shares, comprised of the ((i) 11,602,587 Shares beneficially owned by Starboard
V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master
and (vi) 3,529,991 Shares through the Starboard Value LP Account.
|
||
|
Percentage: 12.1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2 0,767,571 4. Shared power to dispose or direct the disposition: 0 |
||
|
M.
|
Mr. Smith
|
||
|
(a)
|
As of the close of business on January 18, 2022, Mr. Smith may be deemed the beneficial owner of 20,767,571 Shares. 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) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC,
(iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,529,991 Shares through the Starboard Value LP Account.
|
||
|
Percentage: 12.1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,767,571 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 20,767,571 |
||
|
N.
|
Mr. Feld
|
||
|
(a)
|
As of the close of business on January 18, 2022, Mr. Feld may be deemed the beneficial owner of 20,767,571 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) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC,
(iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,529,991 Shares through the Starboard Value LP Account.
|
||
|
Percentage: 12.1%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,767,571 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 20,767,571 |
||
|
O.
|
SVAC Sponsor LLC
|
||
|
(a)
|
As of the close of business on January 18, 2022, SVAC Sponsor LLC beneficially owned 11,262,341 Shares.
|
||
|
Percentage: 6.7%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 11,262,341
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 11,262,341 4. Shared power to dispose or direct the disposition: 0 Pursuant to the Stockholder’s Agreement, the Sponsor, SIS, the BC Stockholder and the Medina Stockholder may be deemed to be a group. Based on publicly available information, if the Investor Parties were a
group, such group would be deemed to own 121,112,341, or 70.4%.
|
||
|
P.
|
SVAC Manager LLC
|
||
|
(a)
|
SVAC Manager LLC, as the manager of the Sponsor, may be deemed the beneficial owner of the 11,262,341 Shares owned by the Sponsor.
|
||
|
Percentage: 6.7%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 11,262,341
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 11,262,341 4. Shared power to dispose or direct the disposition: 0 |
||
|
Q.
|
Mr. McNulty
|
||
|
(a)
|
Mr. McNulty is the beneficial owner of 505,150.
|
||
|
Percentage: 0.3%
|
|||
|
(b)
|
1. Sole power to vote or direct vote: 505,150
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 505,150 4. Shared power to dispose or direct the disposition: 0 The Reporting Persons may be deemed to be a group. If the Reporting Persons were a group, such group would, based on publicly available information, beneficially own 32,535,062 Shares, or 18.9%.
If all of the Reporting Persons were deemed to be a group with the Investor Parties, such group would be deemed to own 142,385,082, or 81.0%.
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| (c) |
The disclosure in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, there have been no transactions in the Class A Common Stock by the Reporting
Persons within the past 60 days.
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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: January 19, 2022
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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
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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
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|
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By:
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/s/ Jeffrey C. Smith
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|
|
|
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Name: Jeffrey C. Smith
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
/s/ Jeffrey C. Smith
|
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JEFFREY C. SMITH
|
|
Individually and as attorney-in-fact for Peter A. Feld
|
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/s/ Martin D. McNulty, Jr.
|
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MARTIN D. MCNULTY, JR.
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SCHEDULE C
Schedule of Cashless Exercises
Forward Purchase Warrants
|
Starboard Client
|
Warrants Exercised
|
Shares Acquired
|
|
Starboard Value and Opportunity C LP
|
109,375
|
28,984
|
|
Starboard Value LP Account
|
313,294
|
83,022
|
|
Starboard Value and Opportunity Master Fund Ltd
|
1,064,090
|
281,983
|
|
Starboard Value and Opportunity S LLC
|
183,527
|
48,634
|
|
Starboard Value and Opportunity Master Fund L LP
|
85,275
|
22,597
|
|
Starboard X Master Fund Ltd
|
98,252
|
26,036
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Private Placement Warrants
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Sponsor
|
Warrants Exercised
|
Shares Acquired
|
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SVAC Sponsor LLC
|
6,723,127
|
1,781,628
|