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
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 2 |
| Sep 2026 | 0 | 3 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
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 date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
Molinelli GavinDirector
|
GrantCommon Stock, par value $0.001 | 14,860 | $0.00 | $0.00 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Disposition to issuerSeries B Warrants · Derivative | 5,227,362 | Not disclosed | Not disclosed |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Disposition to issuerSeries B Warrants · Derivative | 3,767,123 | Not disclosed | Not disclosed |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Disposition to issuerSeries B Warrants · Derivative | 3,972,603 | Not disclosed | Not disclosed |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Disposition to issuerSeries B Warrants · Derivative | 11,643,836 | Not disclosed | Not disclosed |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Disposition to issuerSeries B Warrants · Derivative | 6,849,315 | Not disclosed | Not disclosed |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Disposition to issuerSeries B Warrants · Derivative | 37,032,912 | Not disclosed | Not disclosed |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionSubscription Rights (right to buy) · Derivative | 1,144,784 | $0.00 Strike: $5.25 | $0.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionSubscription Rights (right to buy) · Derivative | 825,000 | $0.00 Strike: $5.25 | $0.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionSubscription Rights (right to buy) · Derivative | 870,000 | $0.00 Strike: $5.25 | $0.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionSubscription Rights (right to buy) · Derivative | 2,550,000 | $0.00 Strike: $5.25 | $0.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionSubscription Rights (right to buy) · Derivative | 1,500,000 | $0.00 Strike: $5.25 | $0.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionSubscription Rights (right to buy) · Derivative | 8,110,216 | $0.00 Strike: $5.25 | $0.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionCommon Stock, par value $0.001 per share | 1,144,784 | $5.25 | $6,010,116.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionCommon Stock, par value $0.001 per share | 825,000 | $5.25 | $4,331,250.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionCommon Stock, par value $0.001 per share | 870,000 | $5.25 | $4,567,500.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
|
Exercise / conversionCommon Stock, par value $0.001 per share | 2,550,000 | $5.25 | $13,387,500.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
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Exercise / conversionCommon Stock, par value $0.001 per share | 1,500,000 | $5.25 | $7,875,000.00 |
DisclosureSEC 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 MASTER FUND LTD10% owner · See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC10% owner · See Footnote 2
Starboard Value & Opportunity C LP10% owner · See Footnote 2
Starboard Value & Opportunity Master Fund L LP10% owner · See Footnote 2
Starboard X Master Fund Ltd10% owner · See Footnote 2
Starboard Value R LP10% owner · See Footnote 2
Starboard Value L LP10% owner · See Footnote 2
Starboard Value GP LLC10% owner · See Footnote 2
Starboard Value R GP LLCSee Footnote 2
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Exercise / conversionCommon Stock, par value $0.001 per share | 8,110,216 | $5.25 | $42,578,634.00 |
DisclosureSEC 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.