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Nasdaq · USD

ACTG

ACACIA RESEARCH CORP

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Tapewire entity
5559
SEC CIK
0000934549
Parsed reports
264

Last 12 months

Inside the activity.

0 purchase rows · 5 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202500
Dec 202500
Jan 202600
Feb 202600
Mar 202600
Apr 202600
May 202600
Jun 202600
Jul 202600
Aug 202602
Sep 202603
Oct 202600

Latest available

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
May 16, 2025 Filed May 17, 2025 01:30 UTC
Starboard Value LP10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLC10% owner · See Footnote 2
OtherCommon Stock, par value $0.001 per share 3,255,169 $3.71 $12,076,676.99
Disclosure

SEC source: 0001193805-25-000682 · e664525_4-actg.xml · nonDerivative · entry 4

Starboard Value LP · CIK 0001517137 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD · CIK 0001373638 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY S LLC · CIK 0001519812 · 10% owner · See Footnote 2

Starboard Value & Opportunity C LP · CIK 0001571704 · 10% owner · See Footnote 2

Starboard Value & Opportunity Master Fund L LP · CIK 0001767736 · 10% owner · See Footnote 2

Starboard X Master Fund Ltd · CIK 0001833016 · 10% owner · See Footnote 2

Starboard Value R LP · CIK 0001575972 · 10% owner · See Footnote 2

Starboard Value L LP · CIK 0001767773 · 10% owner · See Footnote 2

Starboard Value GP LLC · CIK 0001517138 · 10% owner · See Footnote 2

Starboard Value R GP LLC · CIK 0001575979 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 8,210,058

F1 · security: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F9 · kind: Represents an internal transfer from Starboard C LP to Starboard X Master, which did not affect the Reporting Persons' holdings in the aggregate.

F8 · ownership.nature: Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

Read SEC document
May 16, 2025 Filed May 17, 2025 01:30 UTC
Starboard Value LP10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLC10% owner · See Footnote 2
OtherCommon Stock, par value $0.001 per share 290,000 $3.71 $1,075,900.00
Disclosure

SEC source: 0001193805-25-000682 · e664525_4-actg.xml · nonDerivative · entry 3

Starboard Value LP · CIK 0001517137 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD · CIK 0001373638 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY S LLC · CIK 0001519812 · 10% owner · See Footnote 2

Starboard Value & Opportunity C LP · CIK 0001571704 · 10% owner · See Footnote 2

Starboard Value & Opportunity Master Fund L LP · CIK 0001767736 · 10% owner · See Footnote 2

Starboard X Master Fund Ltd · CIK 0001833016 · 10% owner · See Footnote 2

Starboard Value R LP · CIK 0001575972 · 10% owner · See Footnote 2

Starboard Value L LP · CIK 0001767773 · 10% owner · See Footnote 2

Starboard Value GP LLC · CIK 0001517138 · 10% owner · See Footnote 2

Starboard Value R GP LLC · CIK 0001575979 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 4,954,889

F1 · security: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F9 · kind: Represents an internal transfer from Starboard C LP to Starboard X Master, which did not affect the Reporting Persons' holdings in the aggregate.

F8 · ownership.nature: Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

Read SEC document
May 16, 2025 Filed May 17, 2025 01:30 UTC
Starboard Value LP10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLC10% owner · See Footnote 2
OtherCommon Stock, par value $0.001 per share 3,255,169 $3.71 $12,076,676.99
Disclosure

SEC source: 0001193805-25-000682 · e664525_4-actg.xml · nonDerivative · entry 2

Starboard Value LP · CIK 0001517137 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD · CIK 0001373638 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY S LLC · CIK 0001519812 · 10% owner · See Footnote 2

Starboard Value & Opportunity C LP · CIK 0001571704 · 10% owner · See Footnote 2

Starboard Value & Opportunity Master Fund L LP · CIK 0001767736 · 10% owner · See Footnote 2

Starboard X Master Fund Ltd · CIK 0001833016 · 10% owner · See Footnote 2

Starboard Value R LP · CIK 0001575972 · 10% owner · See Footnote 2

Starboard Value L LP · CIK 0001767773 · 10% owner · See Footnote 2

Starboard Value GP LLC · CIK 0001517138 · 10% owner · See Footnote 2

Starboard Value R GP LLC · CIK 0001575979 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 0

F1 · security: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F9 · kind: Represents an internal transfer from Starboard C LP to Starboard X Master, which did not affect the Reporting Persons' holdings in the aggregate.

F6 · ownership.nature: Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. As of May 16, 2025, Starboard C LP no longer beneficially owns any securities of the Issuer.

Read SEC document
May 16, 2025 Filed May 17, 2025 01:30 UTC
Starboard Value LP10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLC10% owner · See Footnote 2
OtherCommon Stock, par value $0.001 per share 290,000 $3.71 $1,075,900.00
Disclosure

SEC source: 0001193805-25-000682 · e664525_4-actg.xml · nonDerivative · entry 1

Starboard Value LP · CIK 0001517137 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD · CIK 0001373638 · 10% owner · See Footnote 2

STARBOARD VALUE & OPPORTUNITY S LLC · CIK 0001519812 · 10% owner · See Footnote 2

Starboard Value & Opportunity C LP · CIK 0001571704 · 10% owner · See Footnote 2

Starboard Value & Opportunity Master Fund L LP · CIK 0001767736 · 10% owner · See Footnote 2

Starboard X Master Fund Ltd · CIK 0001833016 · 10% owner · See Footnote 2

Starboard Value R LP · CIK 0001575972 · 10% owner · See Footnote 2

Starboard Value L LP · CIK 0001767773 · 10% owner · See Footnote 2

Starboard Value GP LLC · CIK 0001517138 · 10% owner · See Footnote 2

Starboard Value R GP LLC · CIK 0001575979 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 3,255,169

F1 · security: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

F2 · security: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F9 · kind: Represents an internal transfer from Starboard C LP to Starboard X Master, which did not affect the Reporting Persons' holdings in the aggregate.

F6 · ownership.nature: Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. As of May 16, 2025, Starboard C LP no longer beneficially owns any securities of the Issuer.

Read SEC document
May 14, 2025 Filed May 17, 2025 01:31 UTC
Sundar AjayDirector
GrantCommon Stock, par value $0.001 10,724 $3.73 $40,000.52
Disclosure

SEC source: 0001193805-25-000685 · e664528_4-actg.xml · nonDerivative · entry 1

Sundar Ajay · CIK 0002012004 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,011

F1 · shares: Grant of shares of Common Stock in lieu of cash for Q4 2024 and Q1 2025 director fees.

Read SEC document
May 14, 2025 Filed May 17, 2025 01:31 UTC GrantCommon Stock, par value $0.001 16,086 $3.73 $60,000.78
Disclosure

SEC source: 0001193805-25-000684 · e664527_4-actg.xml · nonDerivative · entry 1

Molinelli Gavin · CIK 0001460496 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 110,435

F1 · shares: Grant of shares of Common Stock in lieu of cash for Q4 2024 and Q1 2025 director fees.

Read SEC document
March 21, 2025 Filed Mar 25, 2025 21:31 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 3,486 $3.42 $11,922.12
Disclosure

SEC source: 0001922248-25-000006 · wk-form4_1742938289.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 91,141

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 8,485 shares of restricted stock on March 21, 2025.

Read SEC document
March 21, 2025 Filed Mar 25, 2025 21:32 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 6,147 $3.42 $21,022.74
Disclosure

SEC source: 0001849064-25-000005 · wk-form4_1742938333.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 202,184

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 15,251 shares of restricted stock on March 21, 2025.

Read SEC document
March 10, 2025 Filed Mar 11, 2025 20:40 UTC
McNulty Martin D. Jr.Director · Chief Executive Officer
Tax withholdingACTG Common Stock 7,804 $4.19 $32,698.76
Disclosure

SEC source: 0001819558-25-000003 · wk-form4_1741725606.xml · nonDerivative · entry 1

McNulty Martin D. Jr. · CIK 0001819558 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 179,817

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 20,000 shares of restricted stock on March 10, 2025.

Read SEC document
March 10, 2025 Filed Mar 11, 2025 20:38 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 6,844 $4.19 $28,676.36
Disclosure

SEC source: 0001849064-25-000003 · wk-form4_1741725533.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 208,331

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 15,000 shares of restricted stock on March 8, 2025.

Read SEC document
March 10, 2025 Filed Mar 11, 2025 20:36 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 4,108 $4.19 $17,212.52
Disclosure

SEC source: 0001922248-25-000003 · wk-form4_1741725371.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 94,627

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 10,000 shares of restricted stock on March 8, 2025.

Read SEC document
November 25, 2024 Filed Nov 26, 2024 21:01 UTC SaleACTG Common Stock 15,000 $4.57 $68,572.50
Disclosure

SEC source: 0001776505-24-000009 · wk-form4_1732654891.xml · nonDerivative · entry 1

Kohlberg Isaac T. · CIK 0001776505 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 69,274

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.5600 to $4.5850, inclusive. The Reporting Person undertakes to provide to Acacia Research Corporation ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form.

Read SEC document
November 14, 2024 Filed Nov 18, 2024 21:16 UTC
Sundar AjayDirector
GrantCommon Stock, par value $0.001 9,153 $4.37 $39,998.61
Disclosure

SEC source: 0000921895-24-002766 · form406297282sun_11182024.xml · nonDerivative · entry 1

Sundar Ajay · CIK 0002012004 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 39,287

F1 · shares: Grant of shares of Common Stock in lieu of cash for Q2 and Q3 2024 director fees.

Read SEC document
November 14, 2024 Filed Nov 18, 2024 21:15 UTC GrantCommon Stock, par value $0.001 13,730 $4.37 $60,000.10
Disclosure

SEC source: 0000921895-24-002765 · form406297282mol_11182024.xml · nonDerivative · entry 1

Molinelli Gavin · CIK 0001460496 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 94,349

F1 · shares: Grant of shares of Common Stock in lieu of cash for Q2 and Q3 2024 director fees.

Read SEC document
November 12, 2024 Filed Nov 13, 2024 21:22 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 3,568 $4.31 $15,378.08
Disclosure

SEC source: 0001922248-24-000010 · wk-form4_1731532963.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 98,735

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 10,000 shares of restricted stock on November 12, 2024.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:12 UTC
Sundar AjayDirector
GrantCommon Stock, par value $0.001 23,121 $0.00 $0.00
Disclosure

SEC source: 0000921895-24-001389 · form406297282sun_06112024.xml · nonDerivative · entry 1

Sundar Ajay · CIK 0002012004 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,134

F1 · shares: Grant of restricted stock awarded on June 7, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2024 Acacia Research Corporation Stock Incentive Plan. 100% of the restricted stock will vest on the first anniversary of the grant date.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:08 UTC
Rasamny RobertChief Administrative Officer
Tax withholdingACTG Common Stock 6,657 $5.19 $34,549.83
Disclosure

SEC source: 0001977936-24-000003 · wk-form4_1718136472.xml · nonDerivative · entry 1

Rasamny Robert · CIK 0001977936 · Chief Administrative Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,738

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 18,465 shares of restricted stock on June 7, 2024.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:10 UTC GrantCommon Stock, par value $0.001 23,121 $0.00 $0.00
Disclosure

SEC source: 0000921895-24-001388 · form406297282mol_06112024.xml · nonDerivative · entry 1

Molinelli Gavin · CIK 0001460496 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 80,619

F1 · shares: Grant of restricted stock awarded on June 7, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2024 Acacia Research Corporation Stock Incentive Plan. 100% of the restricted stock will vest on the first anniversary of the grant date.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:07 UTC
McNulty Martin D. Jr.Director · Chief Executive Officer
Tax withholdingACTG Common Stock 10,506 $5.19 $54,526.14
Disclosure

SEC source: 0001819558-24-000007 · wk-form4_1718136437.xml · nonDerivative · entry 1

McNulty Martin D. Jr. · CIK 0001819558 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 187,621

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 29,142 shares of restricted stock on June 7, 2024.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:06 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 11,486 $5.19 $59,612.34
Disclosure

SEC source: 0001849064-24-000012 · wk-form4_1718136384.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 215,175

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 28,500 shares of restricted stock on June 7, 2024.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:06 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 6,445 $5.19 $33,449.55
Disclosure

SEC source: 0001922248-24-000007 · wk-form4_1718136357.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 102,303

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 18,063 shares of restricted stock on June 7, 2024.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:04 UTC GrantACTG Common Stock 23,121 $0.00 $0.00
Disclosure

SEC source: 0001111318-24-000003 · wk-form4_1718136247.xml · nonDerivative · entry 1

OCONNELL MAUREEN · CIK 0001111318 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 240,431

F1 · shares: Grant of restricted stock awarded on June 7, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2024 Acacia Research Corporation Stock Incentive Plan. 100% of the restricted stock will vest on the first anniversary of the grant date.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:05 UTC GrantACTG Common Stock 23,121 $0.00 $0.00
Disclosure

SEC source: 0001246476-24-000008 · wk-form4_1718136298.xml · nonDerivative · entry 1

FELMAN MICHELLE · CIK 0001246476 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,121

F1 · shares: Grant of restricted stock awarded on June 7, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2024 Acacia Research Corporation Stock Incentive Plan. 100% of the restricted stock will vest on the first anniversary of the grant date.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:03 UTC GrantACTG Common Stock 23,121 $0.00 $0.00
Disclosure

SEC source: 0001776505-24-000003 · wk-form4_1718136211.xml · nonDerivative · entry 1

Kohlberg Isaac T. · CIK 0001776505 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 84,274

F1 · shares: Grant of restricted stock awarded on June 7, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2024 Acacia Research Corporation Stock Incentive Plan. 100% of the restricted stock will vest on the first anniversary of the grant date.

Read SEC document
June 07, 2024 Filed Jun 11, 2024 20:02 UTC GrantACTG Common Stock 23,121 $0.00 $0.00
Disclosure

SEC source: 0001247434-24-000003 · wk-form4_1718136161.xml · nonDerivative · entry 1

RIBAR GEOFFREY G · CIK 0001247434 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 53,655

F1 · shares: Grant of restricted stock awarded on June 7, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2024 Acacia Research Corporation Stock Incentive Plan. 100% of the restricted stock will vest on the first anniversary of the grant date.

Read SEC document
May 21, 2024 Filed May 22, 2024 20:06 UTC GrantCommon Stock, par value $0.001 12,104 $5.68 $68,750.72
Disclosure

SEC source: 0000921895-24-001292 · form406297282mol_05222024.xml · nonDerivative · entry 1

Molinelli Gavin · CIK 0001460496 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 57,498

Read SEC document
May 21, 2024 Filed May 22, 2024 20:07 UTC
Sundar AjayDirector
GrantCommon Stock, par value $0.001 1,761 $5.68 $10,002.48
Disclosure

SEC source: 0000921895-24-001293 · form406297282sun_05222024.xml · nonDerivative · entry 2

Sundar Ajay · CIK 0002012004 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,013

Read SEC document
May 21, 2024 Filed May 22, 2024 20:07 UTC
Sundar AjayDirector
GrantCommon Stock, par value $0.001 5,252 $0.00 $0.00
Disclosure

SEC source: 0000921895-24-001293 · form406297282sun_05222024.xml · nonDerivative · entry 1

Sundar Ajay · CIK 0002012004 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,252

F1 · shares: Grant of restricted stock awarded on May 21, 2024, as part of the Company's annual grant of equity awards to non-employee directors, pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan.

Read SEC document
May 17, 2024 Filed May 20, 2024 16:14 UTC
McNulty Martin D. Jr.Director · Chief Executive Officer
PurchaseACTG Common Stock 4,428 $5.42 $23,999.76
Disclosure

SEC source: 0001819558-24-000004 · wk-form4_1716221631.xml · nonDerivative · entry 2

McNulty Martin D. Jr. · CIK 0001819558 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 198,127

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.25 to $5.42, inclusive. The Reporting Person undertakes to provide to Acacia Research Corporation ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form.

Read SEC document
May 17, 2024 Filed May 20, 2024 16:15 UTC
Soncini Jason W.General Counsel
PurchaseACTG Common Stock 5,000 $5.36 $26,800.00
Disclosure

SEC source: 0001849064-24-000009 · wk-form4_1716221739.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 226,661

Read SEC document
May 16, 2024 Filed May 20, 2024 16:14 UTC
McNulty Martin D. Jr.Director · Chief Executive Officer
PurchaseACTG Common Stock 14,534 $5.25 $76,303.50
Disclosure

SEC source: 0001819558-24-000004 · wk-form4_1716221631.xml · nonDerivative · entry 1

McNulty Martin D. Jr. · CIK 0001819558 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 193,699

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.25 to $5.42, inclusive. The Reporting Person undertakes to provide to Acacia Research Corporation ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form.

Read SEC document
March 21, 2024 Filed Mar 25, 2024 20:41 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 3,342 $5.18 $17,311.56
Disclosure

SEC source: 0001922248-24-000004 · wk-form4_1711399279.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 108,748

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 8,485 shares of restricted stock on March 21, 2024.

Read SEC document
March 21, 2024 Filed Mar 25, 2024 18:36 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 6,147 $5.18 $31,841.46
Disclosure

SEC source: 0001849064-24-000006 · wk-form4_1711391793.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 221,661

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 15,252 shares of restricted stock on March 21, 2024.

Read SEC document
March 18, 2024 Filed Mar 18, 2024 18:46 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 6,896 $4.65 $32,066.40
Disclosure

SEC source: 0001849064-24-000004 · wk-form4_1710787586.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 227,808

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 15,000 shares of restricted stock on March 16, 2024.

Read SEC document
March 11, 2024 Filed Mar 11, 2024 23:12 UTC Tax withholdingACTG Common Stock 8,263 $4.02 $33,217.26
Disclosure

SEC source: 0001819558-24-000002 · wk-form4_1710198746.xml · nonDerivative · entry 1

McNulty Martin D. Jr. · CIK 0001819558 · Interim CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 179,165

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 20,000 shares of restricted stock on March 11, 2024.

Read SEC document
March 08, 2024 Filed Mar 11, 2024 23:10 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 6,840 $4.02 $27,496.80
Disclosure

SEC source: 0001849064-24-000002 · wk-form4_1710198643.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 234,704

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 15,000 shares of restricted stock on March 8, 2024.

Read SEC document
March 08, 2024 Filed Mar 11, 2024 23:09 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 4,098 $4.02 $16,473.96
Disclosure

SEC source: 0001922248-24-000002 · wk-form4_1710198537.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,090

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 10,000 shares of restricted stock on March 8, 2024.

Read SEC document
November 13, 2023 Filed Nov 14, 2023 21:28 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 3,458 $3.63 $12,552.54
Disclosure

SEC source: 0001922248-23-000015 · wk-form4_1699997299.xml · nonDerivative · entry 2

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 116,188

F1 · shares: Represents the number of shares required to be withheld by the Reporting Person to satisfy tax withholding obligations related to the vesting of 10,000 shares of restricted stock on November 13, 2023.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries B Warrants · Derivative 2,404,586 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 24

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 2,404,586 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · kind: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F10 · price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.exercise_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.expiration_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F8 · ownership.nature: Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries B Warrants · Derivative 1,732,877 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 23

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity Master Fund L LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 1,732,877 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · kind: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F10 · price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.exercise_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.expiration_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F7 · ownership.nature: Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries B Warrants · Derivative 1,827,397 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 22

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 1,827,397 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · kind: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F10 · price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.exercise_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.expiration_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F6 · ownership.nature: Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries B Warrants · Derivative 5,356,164 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 21

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 5,356,164 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · kind: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F10 · price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.exercise_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.expiration_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F5 · ownership.nature: Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries B Warrants · Derivative 3,150,685 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 20

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 3,150,685 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · kind: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F10 · price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.exercise_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.expiration_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F4 · ownership.nature: Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries B Warrants · Derivative 17,035,140 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 19

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 17,035,140 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · kind: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F10 · price: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.exercise_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F10 · derivative.expiration_date: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F3 · ownership.nature: Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 26,711 $3.65 Strike: $3.65 $97,495.15
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 18

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 26,711 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · kind: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F9 · derivative.exercise_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F9 · derivative.expiration_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F8 · ownership.nature: Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 19,250 $3.65 Strike: $3.65 $70,262.50
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 17

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity Master Fund L LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 19,250 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · kind: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F9 · derivative.exercise_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F9 · derivative.expiration_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F7 · ownership.nature: Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 20,300 $3.65 Strike: $3.65 $74,095.00
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 16

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 20,300 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · kind: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F9 · derivative.exercise_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F9 · derivative.expiration_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F6 · ownership.nature: Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 59,500 $3.65 Strike: $3.65 $217,175.00
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 15

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 59,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · kind: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F9 · derivative.exercise_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F9 · derivative.expiration_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F5 · ownership.nature: Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.

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July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 35,000 $3.65 Strike: $3.65 $127,750.00
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 14

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 35,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · kind: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F9 · derivative.exercise_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F9 · derivative.expiration_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F4 · ownership.nature: Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.

Read SEC document
July 13, 2023 Filed Jul 18, 2023 00:02 UTC
Starboard Principal Co LP10% owner · See Footnote 2
Starboard Principal Co GP LLC10% owner · See Footnote 2
Feld Peter A10% owner · See Footnote 2
Smith Jeffrey C10% owner · See Footnote 2
Exercise / conversionSeries A Convertible Preferred Stock · Derivative 189,239 $3.65 Strike: $3.65 $690,722.35
Disclosure

SEC source: 0000921895-23-001687 · form406297282b_07172023.xml · derivative · entry 13

Starboard Principal Co LP · CIK 0001517139 · 10% owner · See Footnote 2

Starboard Principal Co GP LLC · CIK 0001517140 · 10% owner · See Footnote 2

Feld Peter A · CIK 0001410600 · 10% owner · See Footnote 2

Smith Jeffrey C · CIK 0001362697 · 10% owner · See Footnote 2

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 189,239 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · kind: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F11 · kind: The transactions reported herein are exempt pursuant to Rule 16b-3.

F9 · derivative.exercise_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F9 · derivative.expiration_date: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F3 · ownership.nature: Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.