UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Green Dot Corporation
(Name
of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
39304D102
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
ANDREW FREEDMAN, ESQ.
MEAGAN REDA, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 29, 2024
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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5,018,381 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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5,018,381 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,018,381 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.4%* |
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TYPE OF REPORTING PERSON |
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PN |
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*Possesses economic exposure to an aggregate of 6,844,000 Shares (representing
approximately 12.9% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,650,713 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,650,713 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,650,713 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.0%* |
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TYPE OF REPORTING PERSON |
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CO |
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*Possesses economic exposure to an aggregate of 3,563,170 Shares (representing
approximately 6.7% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY S LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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494,792 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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494,792 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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494,792 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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*Possesses economic exposure to an aggregate of 658,054 Shares (representing
approximately 1.2% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY C LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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288,103 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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288,103 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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288,103 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1%* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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*Possesses economic exposure to an aggregate of 385,547 Shares (representing
less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 10, 2024.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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288,103 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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288,103 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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288,103 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1%* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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*Possesses economic exposure to an aggregate of 385,547 Shares (representing
less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 10, 2024.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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558,310 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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558,310 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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558,310 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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*Possesses economic exposure to an aggregate of 733,307 Shares (representing
approximately 1.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
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1 |
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NAME OF REPORTING PERSON |
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|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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|
(b) ☐ |
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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|
WC |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
CAYMAN ISLANDS |
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NUMBER OF |
|
7 |
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SOLE VOTING POWER |
|
SHARES |
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|
|
BENEFICIALLY |
|
|
|
|
270,207 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
270,207 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
270,207 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
*Possesses economic exposure to an aggregate of 347,760 Shares (representing
less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE L LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
270,207 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
270,207 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
270,207 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
*Possesses economic exposure to an aggregate of 347,760 Shares (representing
less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD X MASTER FUND LTD |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
473,274 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
473,274 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
473,274 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
*Possesses economic exposure to an aggregate of 819,704 Shares (representing
approximately 1.5% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
5,018,381 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.4%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
*Possesses economic exposure to an aggregate of 6,844,000 Shares (representing
approximately 12.9% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
5,018,381 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.4%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
*Possesses economic exposure to an aggregate of 6,844,000 Shares (representing
approximately 12.9% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD PRINCIPAL CO GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
5,018,381 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.4%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
*Possesses economic exposure to an aggregate of 6,844,000 Shares (representing
approximately 12.9% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
JEFFREY C. SMITH |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
5,018,381 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.4%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
*Possesses economic exposure to an aggregate of 6,844,000 Shares (representing
approximately 12.9% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PETER A. FELD |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
4,220 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
5,018,381 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,220 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
5,018,381 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
5,022,601^ |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.4%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
^Includes 4,220 Shares owned directly by Mr. Feld, which were granted to
him in his former capacity as a director of the Issuer.
*Possesses economic exposure to an aggregate of 6,844,000 Shares (representing
approximately 12.9% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate
percentage of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2024.
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add
the following:
The officers and directors
of each of Starboard V&O Fund and Starboard X Master and their principal occupations, business addresses and citizenships are set
forth on Schedule A and are incorporated by reference in this Item 2.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated
to read as follows:
The Shares purchased by each
of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master, and held in the Starboard Value LP
Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference
herein. The aggregate purchase price of the 2,650,713 Shares beneficially owned by Starboard V&O Fund is approximately $75,875,048,
excluding brokerage commissions. The aggregate purchase price of the 494,792 Shares beneficially owned by Starboard S LLC is approximately
$14,421,653, excluding brokerage commissions. The aggregate purchase price of the 288,103 Shares beneficially owned by Starboard C LP
is approximately $8,394,336, excluding brokerage commissions. The aggregate purchase price of the 270,207 Shares beneficially owned by
Starboard L Master is approximately $7,698,239, excluding brokerage commissions. The aggregate purchase price of the 473,274 Shares beneficially
owned by Starboard X Master is approximately $24,150,950, excluding brokerage commissions. The aggregate purchase price of the 841,292
Shares held in the Starboard Value LP Account is approximately $26,517,251, excluding brokerage commissions.
The 4,220 Shares owned directly by Mr. Feld
were granted to him in his former capacity as a director of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,210,033 Shares outstanding, as of April 30, 2024, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 10, 2024.
| (a) | As of the close of business on May 31, 2024, Starboard V&O Fund beneficially owned 2,650,713 Shares. |
Percentage: Approximately 5.0%
| (b) | 1. Sole power to vote or direct vote: 2,650,713
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,650,713
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on May 31, 2024, Starboard S LLC beneficially owned 494,792 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 494,792
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 494,792
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on May 31, 2024, Starboard C LP beneficially owned 288,103 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 288,103
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 288,103
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 288,103
Shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 288,103
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 288,103
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference. |
| (a) | Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial
owner of the (i) 288,103 Shares owned by Starboard C LP and (ii) 270,207 Shares owned by Starboard L Master. |
Percentage: Approximately 1.0%
| (b) | 1. Sole power to vote or direct vote: 558,310
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 558,310
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in
Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on May 31, 2024, Starboard L Master beneficially owned 270,207 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 270,207
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 270,207
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule
B and are incorporated herein by reference. |
| (a) | Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the
270,207 Shares owned by Starboard L Master. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 270,207
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 270,207
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on May 31, 2024, Starboard X Master beneficially owned 473,274 Shares. |
Percentage:
Less than 1%
| (b) | 1. Sole power to vote or direct vote: 473,274
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 473,274
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | As of the close of business on May 31, 2024, 841,292 Shares were held in the Starboard Value LP Account.
Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the
Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,650,713 Shares owned by
Starboard V&O Fund, (ii) 494,792 Shares owned by Starboard S LLC, (iii) 288,103 Shares owned by Starboard C LP, (iv) 270,207 Shares
owned by Starboard L Master, (v) 473,274 Shares owned by Starboard X Master and (vi) 841,292 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 5,018,381
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,018,381
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf
of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days
are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of
the (i) 2,650,713 Shares owned by Starboard V&O Fund, (ii) 494,792 Shares owned by Starboard S LLC, (iii) 288,103 Shares owned by
Starboard C LP, (iv) 270,207 Shares owned by Starboard L Master, (v) 473,274 Shares owned by Starboard X Master and (vi) 841,292 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 5,018,381
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,018,381
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard
X Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein
by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,650,713
Shares owned by Starboard V&O Fund, (ii) 494,792 Shares owned by Starboard S LLC, (iii) 288,103 Shares owned by Starboard C LP, (iv)
270,207 Shares owned by Starboard L Master, (v) 473,274 Shares owned by Starboard X Master and (vi) 841,292 Shares held in the Starboard
Value LP Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 5,018,381
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,018,381
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and
through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,650,713
Shares owned by Starboard V&O Fund, (ii) 494,792 Shares owned by Starboard S LLC, (iii) 288,103 Shares owned by Starboard C LP, (iv)
270,207 Shares owned by Starboard L Master, (v) 473,274 Shares owned by Starboard X Master and (vi) 841,292 Shares held in the Starboard
Value LP Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 5,018,381
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,018,381
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and
through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard
Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of (i) 2,650,713 Shares owned by Starboard V&O
Fund, (ii) 494,792 Shares owned by Starboard S LLC, (iii) 288,103 Shares owned by Starboard C LP, (iv) 270,207 Shares owned by Starboard
L Master, (v) 473,274 Shares owned by Starboard X Master and (vi) 841,292 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,018,381
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,018,381 |
| (c) | Mr. Smith has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and
through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
| (a) | Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard
Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of (i) 2,650,713 Shares owned by Starboard V&O
Fund, (ii) 494,792 Shares owned by Starboard S LLC, (iii) 288,103 Shares owned by Starboard C LP, (iv) 270,207 Shares owned by Starboard
L Master, (v) 473,274 Shares owned by Starboard X Master and (vi) 841,292 Shares held in the Starboard Value LP Account. In addition,
Mr. Feld directly owns 4,220 Shares, which were granted to him in his former capacity as a director of the Issuer. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 4,220
2. Shared power to vote or direct vote: 5,018,381
3. Sole power to dispose or direct the disposition: 4,220
4. Shared power to dispose or direct the disposition: 5,018,381 |
| (c) | Mr. Feld has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and
through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
In addition to the Shares
beneficially owned by the Reporting Persons as set forth in this filing, and while the Reporting Persons have no current knowledge of
the following holdings, the Reporting Persons understand that TD Asset Management Inc. (“TD”) had investment discretion over
25,200 Shares as of March 31, 2024, which would represent beneficial ownership of less than 1% of the outstanding Shares as of such date,
as such information was set forth in the Form 13F-HR filing filed by TD on May 8, 2024. As reported in the Form ADV filed by Starboard
Value LP, TD is included as an indirect control person under Schedule B/C Indirect Owners of the Form ADV as a result of the closing of
the acquisition of Cowen Inc. by TD. The validity of the indirect transfer of Cowen Inc.’s ownership interest in Starboard Value
LP is subject to an ongoing dispute. The Reporting Persons disclaim the existence of a “group” within the meaning of Section
13(d)(3) of the Exchange Act with TD or any other person other than the other Reporting Persons.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add
the following:
As previously disclosed, each of
Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master, and Starboard Value LP through the Starboard
Value LP Account entered into certain cash-settled total return swap agreements providing for economic exposure to an aggregate of 912,457
notional Shares, 163,262 notional Shares, 97,444 notional Shares, 77,553 notional Shares, 346,430 notional Shares and 228,473 notional
Shares, respectively (collectively, the “Previous Swaps”). Since the filing of Amendment No. 4 to the Schedule 13D, each of
Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master, and Starboard Value LP through the Starboard
Value LP Account sold the Previous Swaps. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master,
Starboard X Master, and Starboard Value LP is no longer a party to such Previous Swaps.
Starboard V&O Fund has entered
into certain cash-settled total return swap agreements with UBS as the counterparty (the “New Starboard V&O Fund Swaps”)
that constitute economic exposure to an aggregate of 912,457 notional Shares, representing approximately 1.7% of the outstanding Shares,
which have a maturity date of December 1, 2025. The New Starboard V&O Fund Swaps provide Starboard V&O Fund with economic results
that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose
of or direct the disposition of the Shares that are the subject of the New Starboard V&O Fund Swaps (such shares, the “Starboard
V&O Fund Subject Shares”). Starboard V&O Fund does not have the right to convert the New Starboard V&O Fund Swaps into
Shares at any time. Taking into account the Starboard V&O Fund Subject Shares, Starboard V&O Fund has economic exposure to an
aggregate of 3,563,170 Shares, representing approximately 6.7% of the outstanding Shares.
Starboard S LLC has entered into
certain cash-settled total return swap agreements with UBS as the counterparty (the “New Starboard S LLC Swaps”) that constitute
economic exposure to an aggregate of 163,262 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity
date of December 1, 2025. The New Starboard S LLC Swaps provide Starboard S LLC with economic results that are comparable to the economic
results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the
Shares that are the subject of the New Starboard S LLC Swaps (such shares, the “Starboard S LLC Subject Shares”). Starboard
S LLC does not have the right to convert the New Starboard S LLC Swaps into Shares at any time. Taking into account the Starboard S LLC
Subject Shares, Starboard S LLC has economic exposure to an aggregate of 658,054 Shares, representing approximately 1.2% of the outstanding
Shares.
Starboard
C LP has entered into certain cash-settled total return swap agreements with UBS as the counterparty (the “New Starboard C LP Swaps”)
that constitute economic exposure to an aggregate of 97,444 notional Shares, representing less than 1% of the outstanding Shares, which
have a maturity date of December 1, 2025. The New Starboard C LP Swaps provide Starboard C LP with economic results that are comparable
to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition
of the Shares that are the subject of the New Starboard C LP Swaps (such shares, the “Starboard C LP Subject Shares”). Starboard
C LP does not have the right to convert the New Starboard C LP Swaps into Shares at any time. Taking into account the Starboard C LP Subject
Shares, Starboard C LP has economic exposure to an aggregate of 385,547 Shares, representing less
than 1% of the outstanding Shares.
Starboard
L Master has entered into certain cash-settled total return swap agreements with UBS as the counterparty (the “New Starboard L
Master Swaps”) that constitute economic exposure to an aggregate of 77,553 notional Shares, representing less than 1% of the outstanding
Shares, which have a maturity date of December 1, 2025. The New Starboard L Master Swaps provide Starboard L Master with economic results
that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose
of or direct the disposition of the Shares that are the subject of the New Starboard L Master Swaps (such shares, the “Starboard
L Master Subject Shares”). Starboard L Master does not have the right to convert the New Starboard L Master Swaps into Shares at
any time. Taking into account the Starboard L Master Subject Shares, Starboard L Master has economic exposure to an aggregate of
347,760 Shares, representing less than 1% of the outstanding Shares.
Starboard
X Master has entered into certain cash-settled total return swap agreements with UBS as the counterparty (the “New Starboard X Master
Swaps”) that constitute economic exposure to an aggregate of 346,430 notional Shares, representing less than 1% of the outstanding
Shares, which have a maturity date of December 1, 2025. The New Starboard X Master Swaps provide Starboard X Master with economic results
that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose
of or direct the disposition of the Shares that are the subject of the New Starboard X Master Swaps (such shares, the “Starboard
X Master Subject Shares”). Starboard X Master does not have the right to convert the New Starboard X Master Swaps into Shares at
any time. Taking into account the Starboard X Master Subject Shares, Starboard X Master has economic exposure to an aggregate of
819,704 Shares, representing approximately 1.5% of the outstanding Shares.
Starboard Value LP through the Starboard
Value LP Account has entered into certain cash-settled total return swap agreements with UBS as the counterparty (the “New Starboard
Value LP Swaps”) that constitute economic exposure to an aggregate of 228,473 notional Shares, representing less than 1% of the
outstanding Shares, which have a maturity date of December 1, 2025. The New Starboard Value LP Swaps provide Starboard Value LP with economic
results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or
dispose of or direct the disposition of the Shares that are the subject of the New Starboard Value LP Swaps (such shares, the “Starboard
Value LP Subject Shares”). Starboard Value LP does not have the right to convert the New Starboard Value LP Swaps into Shares at
any time. Taking into account the Starboard Value LP Subject Shares, Starboard Value LP through the Starboard Value LP Account has economic
exposure to an aggregate of 1,069,765 Shares, representing approximately 2.0% of the outstanding Shares.
The Reporting Persons collectively
have economic exposure to an aggregate of 6,844,000 Shares, representing approximately 12.9% of the outstanding Shares.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 31, 2024
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
By: Starboard Value L LP,
its general partner
|
|
STARBOARD VALUE L LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD X MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC |
|
|
By: |
/s/ Jeffrey C. Smith |
|
Name: |
Jeffrey C. Smith |
|
Title: |
Authorized Signatory |
|
|
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Peter A. Feld |
SCHEDULE A
Directors and Officers of Starboard Value
and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd
Name and Position |
Principal Occupation |
Principal Business
Address |
Citizenship |
Patrick Agemian
Director |
Director of Global Funds Management, Ltd. |
PO Box 10034, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001 |
Canada |
Kenneth R. Marlin
Director |
Chief Financial Officer, Starboard Value LP |
Starboard Value LP
201 E Las Olas Boulevard, Suite 1000
Fort Lauderdale, Florida 33301 |
United States of America |
Alaina Danley
Director |
Managing Director of Waystone Governance Ltd. |
Waystone Governance Ltd.
Suite 5B201, 2nd Floor
One Nexus Way
P.O. Box 2587
Grand Cayman
Cayman Islands, KY1-1103 |
Cayman Islands |
SCHEDULE B
Transactions in Securities of the Issuer
During the Past Sixty Days
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
Sale of Cash-Settled Total Return Swap |
(912,457) |
10.0400 |
05/29/2024 |
Purchase of Cash-Settled Total Return Swap |
912,457 |
10.0400 |
05/29/2024 |
STARBOARD VALUE AND OPPORTUNITY S LLC
Sale of Cash-Settled Total Return Swap |
(163,262) |
10.0400 |
05/29/2024 |
Purchase of Cash-Settled Total Return Swap |
163,262 |
10.0400 |
05/29/2024 |
STARBOARD VALUE AND OPPORTUNITY C LP
Sale of Cash-Settled Total Return Swap |
(97,444) |
10.0400 |
05/29/2024 |
Purchase of Cash-Settled Total Return Swap |
97,444 |
10.0400 |
05/29/2024 |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L
LP
Sale of Cash-Settled Total Return Swap |
(77,553) |
10.0400 |
05/29/2024 |
Purchase of Cash-Settled Total Return Swap |
77,553 |
10.0400 |
05/29/2024 |
STARBOARD X MASTER FUND LTD
Sale of Cash-Settled Total Return Swap |
(346,430) |
10.0400 |
05/29/2024 |
Purchase of Cash-Settled Total Return Swap |
346,430 |
10.0400 |
05/29/2024 |
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Sale of Cash-Settled Total Return Swap |
(228,473) |
10.0400 |
05/29/2024 |
Purchase of Cash-Settled Total Return Swap |
228,473 |
10.0400 |
05/29/2024 |
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