4//SEC Filing
Feld Peter A 4
Accession 0000921895-23-001687
CIK 0000934549other
Filed
Jul 16, 8:00 PM ET
Accepted
Jul 17, 8:02 PM ET
Size
67.7 KB
Accession
0000921895-23-001687
Insider Transaction Report
Form 4
Smith Jeffrey C
10% OwnerOther
Transactions
- Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−189,239$690,722→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (189,239 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,199,608$18,978,569→ 16,013,228 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,634,847$5,967,192→ 5,034,847 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,356,164$19,549,999→ 10,391,011 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−35,000$127,750→ 0 total(indirect: By LLC)Exercise: $3.65→ Common Stock, par value $0.001 per share (35,000 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+17,035,140$62,178,261→ 33,048,368 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−20,300$74,095→ 0 total(indirect: By Starboard Value and Opportunity C LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (20,300 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−17,035,140→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)→ Common Stock, par value $0.001 per share (17,035,140 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+961,675$3,510,114→ 2,961,675 total(indirect: By LLC) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+3,150,685$11,500,000→ 6,112,360 total(indirect: By LLC) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+2,404,586$8,776,739→ 4,664,889 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−26,711$97,495→ 0 total(indirect: By Starboard X Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (26,711 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,827,397$6,669,999→ 3,545,169 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+557,772$2,035,868→ 1,717,772 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+528,921$1,930,562→ 1,628,921 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+733,923$2,678,819→ 2,260,303 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,732,877$6,325,001→ 3,361,798 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Series B Warrants
2023-07-13−5,356,164→ 0 total(indirect: By Managed Account of Starboard Value LP)→ Common Stock, par value $0.001 per share (5,356,164 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−1,827,397→ 0 total(indirect: By Starboard Value and Opportunity C LP)→ Common Stock, par value $0.001 per share (1,827,397 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−2,404,586→ 0 total(indirect: By Starboard X Master Fund Ltd)→ Common Stock, par value $0.001 per share (2,404,586 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−59,500$217,175→ 0 total(indirect: By Managed Account of Starboard Value LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (59,500 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−19,250$70,263→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (19,250 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−3,150,685→ 0 total(indirect: By LLC)→ Common Stock, par value $0.001 per share (3,150,685 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−1,732,877→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)→ Common Stock, par value $0.001 per share (1,732,877 underlying)
Starboard Principal Co GP LLC
10% OwnerOther
Transactions
- Exercise/Conversion
Series B Warrants
2023-07-13−5,356,164→ 0 total(indirect: By Managed Account of Starboard Value LP)→ Common Stock, par value $0.001 per share (5,356,164 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−1,827,397→ 0 total(indirect: By Starboard Value and Opportunity C LP)→ Common Stock, par value $0.001 per share (1,827,397 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+557,772$2,035,868→ 1,717,772 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,199,608$18,978,569→ 16,013,228 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,634,847$5,967,192→ 5,034,847 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+3,150,685$11,500,000→ 6,112,360 total(indirect: By LLC) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,827,397$6,669,999→ 3,545,169 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−20,300$74,095→ 0 total(indirect: By Starboard Value and Opportunity C LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (20,300 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−19,250$70,263→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (19,250 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−3,150,685→ 0 total(indirect: By LLC)→ Common Stock, par value $0.001 per share (3,150,685 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+961,675$3,510,114→ 2,961,675 total(indirect: By LLC) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−59,500$217,175→ 0 total(indirect: By Managed Account of Starboard Value LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (59,500 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+733,923$2,678,819→ 2,260,303 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Series B Warrants
2023-07-13−1,732,877→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)→ Common Stock, par value $0.001 per share (1,732,877 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,356,164$19,549,999→ 10,391,011 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,732,877$6,325,001→ 3,361,798 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−35,000$127,750→ 0 total(indirect: By LLC)Exercise: $3.65→ Common Stock, par value $0.001 per share (35,000 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−26,711$97,495→ 0 total(indirect: By Starboard X Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (26,711 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+528,921$1,930,562→ 1,628,921 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+17,035,140$62,178,261→ 33,048,368 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+2,404,586$8,776,739→ 4,664,889 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−189,239$690,722→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (189,239 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−17,035,140→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)→ Common Stock, par value $0.001 per share (17,035,140 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−2,404,586→ 0 total(indirect: By Starboard X Master Fund Ltd)→ Common Stock, par value $0.001 per share (2,404,586 underlying)
Starboard Principal Co LP
10% OwnerOther
Transactions
- Exercise/Conversion
Series B Warrants
2023-07-13−1,827,397→ 0 total(indirect: By Starboard Value and Opportunity C LP)→ Common Stock, par value $0.001 per share (1,827,397 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−1,732,877→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)→ Common Stock, par value $0.001 per share (1,732,877 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−2,404,586→ 0 total(indirect: By Starboard X Master Fund Ltd)→ Common Stock, par value $0.001 per share (2,404,586 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,634,847$5,967,192→ 5,034,847 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+3,150,685$11,500,000→ 6,112,360 total(indirect: By LLC) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−26,711$97,495→ 0 total(indirect: By Starboard X Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (26,711 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+557,772$2,035,868→ 1,717,772 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+528,921$1,930,562→ 1,628,921 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,199,608$18,978,569→ 16,013,228 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+961,675$3,510,114→ 2,961,675 total(indirect: By LLC) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−35,000$127,750→ 0 total(indirect: By LLC)Exercise: $3.65→ Common Stock, par value $0.001 per share (35,000 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−59,500$217,175→ 0 total(indirect: By Managed Account of Starboard Value LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (59,500 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−20,300$74,095→ 0 total(indirect: By Starboard Value and Opportunity C LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (20,300 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−17,035,140→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)→ Common Stock, par value $0.001 per share (17,035,140 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−3,150,685→ 0 total(indirect: By LLC)→ Common Stock, par value $0.001 per share (3,150,685 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+733,923$2,678,819→ 2,260,303 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−19,250$70,263→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (19,250 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+2,404,586$8,776,739→ 4,664,889 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−189,239$690,722→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (189,239 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+17,035,140$62,178,261→ 33,048,368 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,356,164$19,549,999→ 10,391,011 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,732,877$6,325,001→ 3,361,798 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,827,397$6,669,999→ 3,545,169 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Series B Warrants
2023-07-13−5,356,164→ 0 total(indirect: By Managed Account of Starboard Value LP)→ Common Stock, par value $0.001 per share (5,356,164 underlying)
Feld Peter A
10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+733,923$2,678,819→ 2,260,303 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+528,921$1,930,562→ 1,628,921 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,827,397$6,669,999→ 3,545,169 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,732,877$6,325,001→ 3,361,798 total(indirect: By Starboard Value and Opportunity Master Fund L LP) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−59,500$217,175→ 0 total(indirect: By Managed Account of Starboard Value LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (59,500 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−1,732,877→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)→ Common Stock, par value $0.001 per share (1,732,877 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,356,164$19,549,999→ 10,391,011 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+2,404,586$8,776,739→ 4,664,889 total(indirect: By Starboard X Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−189,239$690,722→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (189,239 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+961,675$3,510,114→ 2,961,675 total(indirect: By LLC) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−20,300$74,095→ 0 total(indirect: By Starboard Value and Opportunity C LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (20,300 underlying) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−19,250$70,263→ 0 total(indirect: By Starboard Value and Opportunity Master Fund L LP)Exercise: $3.65→ Common Stock, par value $0.001 per share (19,250 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−17,035,140→ 0 total(indirect: By Starboard Value and Opportunity Master Fund Ltd)→ Common Stock, par value $0.001 per share (17,035,140 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−2,404,586→ 0 total(indirect: By Starboard X Master Fund Ltd)→ Common Stock, par value $0.001 per share (2,404,586 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+17,035,140$62,178,261→ 33,048,368 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−26,711$97,495→ 0 total(indirect: By Starboard X Master Fund Ltd)Exercise: $3.65→ Common Stock, par value $0.001 per share (26,711 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−3,150,685→ 0 total(indirect: By LLC)→ Common Stock, par value $0.001 per share (3,150,685 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−5,356,164→ 0 total(indirect: By Managed Account of Starboard Value LP)→ Common Stock, par value $0.001 per share (5,356,164 underlying) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+5,199,608$18,978,569→ 16,013,228 total(indirect: By Starboard Value and Opportunity Master Fund Ltd) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+557,772$2,035,868→ 1,717,772 total(indirect: By Starboard Value and Opportunity C LP) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+3,150,685$11,500,000→ 6,112,360 total(indirect: By LLC) - Exercise/Conversion
Common Stock, par value $0.001 per share
2023-07-13$3.65/sh+1,634,847$5,967,192→ 5,034,847 total(indirect: By Managed Account of Starboard Value LP) - Exercise/Conversion
Series A Convertible Preferred Stock
2023-07-13$3.65/sh−35,000$127,750→ 0 total(indirect: By LLC)Exercise: $3.65→ Common Stock, par value $0.001 per share (35,000 underlying) - Exercise/Conversion
Series B Warrants
2023-07-13−1,827,397→ 0 total(indirect: By Starboard Value and Opportunity C LP)→ Common Stock, par value $0.001 per share (1,827,397 underlying)
Footnotes (11)
- [F1]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").
- [F10]Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.
- [F11]The transactions reported herein are exempt pursuant to Rule 16b-3.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.
Documents
Issuer
ACACIA RESEARCH CORP
CIK 0000934549
Entity typeother
Related Parties
1- filerCIK 0001410600
Filing Metadata
- Form type
- 4
- Filed
- Jul 16, 8:00 PM ET
- Accepted
- Jul 17, 8:02 PM ET
- Size
- 67.7 KB