Tapewire

Nasdaq · USD

ACTG

ACACIA RESEARCH CORP

Export transactions ↓
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

Insider transactions

JSON API
Reset

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, 2023 Filed May 18, 2023 23:15 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 3,023 $0.00 $0.00
Disclosure

SEC source: 0001849064-23-000008 · wk-form4_1684451711.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 143,543

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 7,500 shares of restricted stock on May 16, 2023.

Read SEC document
May 16, 2023 Filed May 18, 2023 23:13 UTC
Booth Marc W.Chief IP Officer
Tax withholdingACTG Common Stock 5,188 $0.00 $0.00
Disclosure

SEC source: 0001750000-23-000007 · wk-form4_1684451625.xml · nonDerivative · entry 1

Booth Marc W. · CIK 0001750000 · Chief IP Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 340,671

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 May 16, 2023.

Read SEC document
May 15, 2023 Filed May 17, 2023 21:07 UTC
Hoover KirstenInterim CFO
SaleACTG Common Stock 12,495 $4.00 $49,980.00
Disclosure

SEC source: 0001922248-23-000009 · wk-form4_1684357610.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 65,455

Read SEC document
March 21, 2023 Filed Mar 22, 2023 22:34 UTC GrantCommon Stock, par value $0.001 14,860 $0.00 $0.00
Disclosure

SEC source: 0000921895-23-000748 · form406297282_03222023.xml · nonDerivative · entry 1

Molinelli Gavin · CIK 0001460496 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 14,860

F1 · shares: Grant of restricted stock awarded on March 21, 2023, 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
March 21, 2023 Filed Mar 23, 2023 21:14 UTC
Booth Marc W.Chief IP Officer
GrantStock Option (Right to Buy ACTG) · Derivative 98,796 $0.00 Strike: $4.27 $0.00
Disclosure

SEC source: 0001750000-23-000005 · wf-form4_167960602894922.xml · derivative · entry 2

Booth Marc W. · CIK 0001750000 · Chief IP Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 461,296

Underlying: ACTG Common Stock · 98,796 shares

Expires 2033-03-21

F2 · derivative.exercise_date: One third of the options shares will vest and be exercisable on the first, second and third anniversaries of the grant date, respectively.

Read SEC document
March 21, 2023 Filed Mar 23, 2023 21:14 UTC
Booth Marc W.Chief IP Officer
GrantACTG Common Stock 59,610 $0.00 $0.00
Disclosure

SEC source: 0001750000-23-000005 · wf-form4_167960602894922.xml · nonDerivative · entry 1

Booth Marc W. · CIK 0001750000 · Chief IP Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 345,859

F1 · shares: This award of restricted stock units ("RSUs") is made pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. One third of the RSUs will vest on the first, second and third anniversaries of the grant date, respectively.

Read SEC document
March 21, 2023 Filed Mar 23, 2023 21:10 UTC
Soncini Jason W.General Counsel
GrantStock Option (Right to Buy ACTG) · Derivative 75,832 $0.00 Strike: $4.27 $0.00
Disclosure

SEC source: 0001849064-23-000006 · wf-form4_167960583867706.xml · derivative · entry 2

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 244,582

Underlying: ACTG Common Stock · 75,832 shares

Expires 2033-03-21

F2 · derivative.exercise_date: One third of the options shares will vest and be exercisable on the first, second and third anniversaries of the grant date, respectively.

Read SEC document
March 21, 2023 Filed Mar 23, 2023 21:10 UTC
Soncini Jason W.General Counsel
GrantACTG Common Stock 45,755 $0.00 $0.00
Disclosure

SEC source: 0001849064-23-000006 · wf-form4_167960583867706.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 146,566

F1 · shares: This award of restricted stock units ("RSUs") is made pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. One third of the RSUs will vest on the first, second and third anniversaries of the grant date, respectively.

Read SEC document
March 21, 2023 Filed Mar 23, 2023 21:08 UTC
Hoover KirstenInterim CFO
GrantStock Option (Right to Buy ACTG) · Derivative 42,188 $0.00 Strike: $4.27 $0.00
Disclosure

SEC source: 0001922248-23-000004 · wf-form4_167960567332599.xml · derivative · entry 2

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,188

Underlying: ACTG Common Stock · 42,188 shares

Expires 2033-03-21

F2 · derivative.exercise_date: One third of the options shares will vest and be exercisable on the first, second and third anniversaries of the grant date, respectively.

Read SEC document
March 21, 2023 Filed Mar 23, 2023 21:08 UTC
Hoover KirstenInterim CFO
GrantACTG Common Stock 25,455 $0.00 $0.00
Disclosure

SEC source: 0001922248-23-000004 · wf-form4_167960567332599.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 77,950

F1 · shares: This award of restricted stock units ("RSUs") is made pursuant to the 2016 Acacia Research Corporation Stock Incentive Plan. Each RSU represents a contingent right to receive one share of common stock. One third of the RSUs will vest on the first, second and third anniversaries of the grant date, respectively.

Read SEC document
March 16, 2023 Filed Mar 20, 2023 21:04 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 5,984 $0.00 $0.00
Disclosure

SEC source: 0001849064-23-000004 · wf-form4_167934624146531.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,811

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, 2023.

Read SEC document
March 08, 2023 Filed Mar 10, 2023 19:28 UTC
Booth Marc W.Chief IP Officer
Tax withholdingACTG Common Stock 12,544 $0.00 $0.00
Disclosure

SEC source: 0001750000-23-000002 · wf-form4_167847649165010.xml · nonDerivative · entry 1

Booth Marc W. · CIK 0001750000 · Chief IP Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 286,249

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 33,333 shares of restricted stock on March 8, 2023.

Read SEC document
March 08, 2023 Filed Mar 10, 2023 19:27 UTC
Hoover KirstenInterim CFO
Tax withholdingACTG Common Stock 4,078 $0.00 $0.00
Disclosure

SEC source: 0001922248-23-000002 · wf-form4_167847643978968.xml · nonDerivative · entry 1

Hoover Kirsten · CIK 0001922248 · Interim CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,495

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, 2023.

Read SEC document
March 08, 2023 Filed Mar 10, 2023 19:26 UTC
Soncini Jason W.General Counsel
Tax withholdingACTG Common Stock 6,841 $0.00 $0.00
Disclosure

SEC source: 0001849064-23-000002 · wf-form4_167847638147156.xml · nonDerivative · entry 1

Soncini Jason W. · CIK 0001849064 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 106,795

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, 2023.

Read SEC document
March 03, 2023 Filed Mar 3, 2023 22:27 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
Disposition to issuerSeries B Warrants · Derivative 5,227,362 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.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: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 2,404,586

Underlying: Common Stock, par value $0.001 per share · 5,227,362 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:27 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
Disposition to issuerSeries B Warrants · Derivative 3,767,123 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.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: Not disclosed

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

Disclosed balance after: 1,732,877

Underlying: Common Stock, par value $0.001 per share · 3,767,123 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:27 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
Disposition to issuerSeries B Warrants · Derivative 3,972,603 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.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: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 1,827,397

Underlying: Common Stock, par value $0.001 per share · 3,972,603 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:27 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
Disposition to issuerSeries B Warrants · Derivative 11,643,836 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.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: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 5,356,164

Underlying: Common Stock, par value $0.001 per share · 11,643,836 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:27 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
Disposition to issuerSeries B Warrants · Derivative 6,849,315 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.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: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 3,150,685

Underlying: Common Stock, par value $0.001 per share · 6,849,315 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:27 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
Disposition to issuerSeries B Warrants · Derivative 37,032,912 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.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: Not disclosed

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

Disclosed balance after: 17,035,140

Underlying: Common Stock, par value $0.001 per share · 37,032,912 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:24 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
Disposition to issuerSeries B Warrants · Derivative 5,227,362 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 18

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 2,404,586

Underlying: Common Stock, par value $0.001 per share · 5,227,362 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:24 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
Disposition to issuerSeries B Warrants · Derivative 3,767,123 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 17

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 1,732,877

Underlying: Common Stock, par value $0.001 per share · 3,767,123 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:24 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
Disposition to issuerSeries B Warrants · Derivative 3,972,603 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 16

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 1,827,397

Underlying: Common Stock, par value $0.001 per share · 3,972,603 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:24 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
Disposition to issuerSeries B Warrants · Derivative 11,643,836 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 15

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 5,356,164

Underlying: Common Stock, par value $0.001 per share · 11,643,836 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:24 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
Disposition to issuerSeries B Warrants · Derivative 6,849,315 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 14

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 3,150,685

Underlying: Common Stock, par value $0.001 per share · 6,849,315 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 03, 2023 Filed Mar 3, 2023 22:24 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
Disposition to issuerSeries B Warrants · Derivative 37,032,912 Not disclosed Not disclosed
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 13

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 17,035,140

Underlying: Common Stock, par value $0.001 per share · 37,032,912 shares

Expires not disclosed

F10 · derivative.exercise_price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · kind: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · kind: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · price: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · price: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.exercise_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.exercise_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

F10 · derivative.expiration_date: The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

F11 · derivative.expiration_date: The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionSubscription Rights (right to buy) · Derivative 1,144,784 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · derivative · entry 12

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: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 1,144,784 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionSubscription Rights (right to buy) · Derivative 825,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · derivative · entry 11

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: Not disclosed

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

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 825,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionSubscription Rights (right to buy) · Derivative 870,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · derivative · entry 10

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: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 870,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionSubscription Rights (right to buy) · Derivative 2,550,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · derivative · entry 9

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: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 2,550,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionSubscription Rights (right to buy) · Derivative 1,500,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · derivative · entry 8

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: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 1,500,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionSubscription Rights (right to buy) · Derivative 8,110,216 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · derivative · entry 7

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: Not disclosed

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

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 8,110,216 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionCommon Stock, par value $0.001 per share 1,144,784 $5.25 $6,010,116.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · nonDerivative · entry 6

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: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 1,526,380

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.

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 second 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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionCommon Stock, par value $0.001 per share 825,000 $5.25 $4,331,250.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · nonDerivative · entry 5

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: Not disclosed

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

Disclosed balance after: 1,100,000

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.

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 second 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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionCommon Stock, par value $0.001 per share 870,000 $5.25 $4,567,500.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · nonDerivative · entry 4

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: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 1,160,000

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.

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 second 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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionCommon Stock, par value $0.001 per share 2,550,000 $5.25 $13,387,500.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · nonDerivative · entry 3

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: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 3,400,000

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.

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 second 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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionCommon Stock, par value $0.001 per share 1,500,000 $5.25 $7,875,000.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · nonDerivative · entry 2

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: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 2,000,000

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.

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 second 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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:27 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 / conversionCommon Stock, par value $0.001 per share 8,110,216 $5.25 $42,578,634.00
Disclosure

SEC source: 0000921895-23-000640 · form406297282b_03032023.xml · nonDerivative · entry 1

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: Not disclosed

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

Disclosed balance after: 10,813,620

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.

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 second 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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionSubscription Rights (right to buy) · Derivative 1,144,784 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 12

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 1,144,784 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionSubscription Rights (right to buy) · Derivative 825,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 11

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 825,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionSubscription Rights (right to buy) · Derivative 870,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 10

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 870,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionSubscription Rights (right to buy) · Derivative 2,550,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 9

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 2,550,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionSubscription Rights (right to buy) · Derivative 1,500,000 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 8

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 1,500,000 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionSubscription Rights (right to buy) · Derivative 8,110,216 $0.00 Strike: $5.25 $0.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · derivative · entry 7

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 0

Underlying: Common Stock, par value $0.001 per share · 8,110,216 shares

Expires 2023-03-01

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 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionCommon Stock, par value $0.001 per share 1,144,784 $5.25 $6,010,116.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · nonDerivative · entry 6

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 1,526,380

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.

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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionCommon Stock, par value $0.001 per share 825,000 $5.25 $4,331,250.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.xml · nonDerivative · entry 5

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 · See Footnote 2

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 1,100,000

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.

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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionCommon Stock, par value $0.001 per share 870,000 $5.25 $4,567,500.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 1,160,000

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.

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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionCommon Stock, par value $0.001 per share 2,550,000 $5.25 $13,387,500.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 3,400,000

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.

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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionCommon Stock, par value $0.001 per share 1,500,000 $5.25 $7,875,000.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.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 · See Footnote 2

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 2,000,000

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.

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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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
March 01, 2023 Filed Mar 3, 2023 22:24 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
Exercise / conversionCommon Stock, par value $0.001 per share 8,110,216 $5.25 $42,578,634.00
Disclosure

SEC source: 0000921895-23-000639 · form406297282a_03032023.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 · See Footnote 2

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 10,813,620

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.

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: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

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

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