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. 4)*
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)
23284C102
(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)
March 10, 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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571
|
||||||
|
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))
12.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
11,602,587
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,602,587
|
||||||
|
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
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,054,489
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,489
|
||||||
|
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
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,221,537
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,537
|
||||||
|
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
|
||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,221,537
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,537
|
||||||
|
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
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
2,160,345
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,160,345
|
||||||
|
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
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
938,808
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,808
|
||||||
|
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
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
938,808
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,808
|
||||||
|
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
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,650,431
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,431
|
||||||
|
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
|
||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571
|
||||||
|
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))
12.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571
|
||||||
|
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))
12.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
PN
|
||||||
|
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
|
|
||
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
20,767,571
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571
|
||||||
|
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))
12.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
20,767,571
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571
|
||||||
|
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))
12.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
|
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
|
|
|||
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|||
|
|
10
|
|
SHARED DISPOSITIVE POWER
20,767,571
|
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,767,571
|
||||||
|
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))
12.2%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
IN
|
||||||
|
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))
6.6%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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))
6.6%
|
||||||
|
14
|
TYPE OF REPORTING PERSON*
OO
|
||||||
|
CUSIP No. 23284C102
|
|
|
|
|
|
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. 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 2. Identity and Background.
Item 2 is hereby amended to add the following:
The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, 10th Floor, Fort
Lauderdale, Florida 33301.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On March 10, 2022, Martin D. McNulty, Jr. and Starboard Value LP entered into a
Trading Agreement (the “Trading Agreement”) pursuant to which, among other things, the parties agreed: (a) Mr. McNulty would not purchase or sell any securities of
the Issuer without the express prior written consent of Starboard Value LP, which may not be unreasonably withheld, (b) Mr. McNulty would continue to attend meetings in the capacity as an observer until replaced by Starboard; and (c) to the
continued joint filing on behalf of each of them of a statement on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. The above description of the Trading Agreement does not purport to be complete and is
qualified in its entirety to by reference to the full text of the Trading Agreement, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibit:
99.1 Trading
Agreement, dated March 10, 2022.
99.2 Power of Attorney, dated March 11, 2022.
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: March 14, 2022
|
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 and Martin D. McNulty, Jr.
|