Page 22 of 30 – SEC Filing
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| 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 Juliet LLC, Starboard Select II LP, and Starboard
T LP, 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 Item 5(c) to the Schedule 13D. The aggregate purchase price of the 13,495,491 Shares beneficially owned by Starboard V&O
Fund is approximately $114,184,450, excluding brokerage commissions. The aggregate purchase price of the 1,588,369 Shares beneficially
owned by Starboard S LLC is approximately $13,429,457, excluding brokerage commissions. The aggregate purchase price of the 877,932
Shares beneficially owned by Starboard C LP is approximately $7,419,802, excluding brokerage commissions. The aggregate purchase
price of the 9,310,245 Shares beneficially owned by Starboard Juliet LLC is approximately $76,534,955, excluding brokerage commissions.
The aggregate purchase price of the 3,792,301 Shares beneficially owned by Starboard Select II LP is approximately $31,632,647,
excluding brokerage commissions. The aggregate purchase price of the 2,883,842 Shares beneficially owned by Starboard T LP is approximately
$24,054,941, excluding brokerage commissions. The aggregate purchase price of the 1,772,606 Shares held in the Starboard Value
LP Account is approximately $15,621,574, excluding brokerage commissions.
The 20,568 Shares
beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On November 19, 2017,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into a voting agreement (the “Voting
Agreement”) with Cavium, Inc., a Delaware corporation (“Cavium”), in connection with that certain Agreement and
Plan of Merger (the “Merger Agreement”), dated November 19, 2017, by and among the Issuer, Kauai Acquisition Corp.,
a Delaware corporation and an indirect wholly owned subsidiary of the Issuer (“Merger Sub”), and Cavium, pursuant to
which Merger Sub will merge with and into Cavium (the “Merger”), with Cavium continuing as an indirect wholly owned
subsidiary of the Issuer. The following description of the Voting Agreement is qualified in its entirety by reference to the Voting
Agreement, which is attached hereto as Exhibit 99.1. In addition, reference is made to the Merger Agreement, which is attached
as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November
20, 2017.
Pursuant to the Voting
Agreement, Starboard has agreed, among other things, to vote all Shares beneficially owned at such time in favor of the issuance
of Shares by the Issuer in connection with the Merger and in favor of any action in furtherance of such issuance (the “Issuance”).
The Voting Agreement will terminate upon the earliest of: (i) the date upon which the Merger Agreement is validly terminated; (ii)
the date upon which the Merger becomes effective; (iii) the date of any amendment, modification or supplement to the Merger Agreement,
in each such case if such amendment, modification or supplement materially and adversely affects the economic interests or share
ownership of the Issuer’s shareholders; (iv) the date upon which Cavium and Starboard agree to terminate the Voting Agreement
in writing; (v) the date upon which the board of directors of the Issuer makes a Parent Adverse Recommendation Change (as defined
in the Merger Agreement); (vi) the date upon which the board of directors of Cavium makes a Company Adverse Recommendation Change
(as defined in the Merger Agreement); and (vii) the date of any Company Triggering Event (as defined in the Merger Agreement).
| 22 |
