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Filing Details

Accession Number:
0000921895-19-002363
Form Type:
13D Filing
Publication Date:
2019-09-03 16:01:00
Filed By:
Starboard Value LP
Company:
Box Inc (NYSE:BOX)
Filing Date:
2019-09-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 11,000,000 11,000,000 11,000,000 11,000,000 7.5%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 7,007,884 7,007,884 11,000,000 7,007,884 4.8%
STARBOARD VALUE AND OPPORTUNITY S 1,138,522 1,138,522 1,138,522 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 655,073 655,073 655,073 Less than 1%
STARBOARD VALUE R 655,073 655,073 655,073 Less than 1%
STARBOARD VALUE R GP 1,277,225 1,277,225 1,277,225 Less than 1%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L 622,152 622,152 622,152 Less than 1%
STARBOARD VALUE L 622,152 622,152 622,152 Less than 1%
STARBOARD VALUE GP 11,000,000 11,000,000 11,000,000 7.5%
STARBOARD PRINCIPAL CO 11,000,000 11,000,000 11,000,000 7.5%
STARBOARD PRINCIPAL CO GP 11,000,000 11,000,000 11,000,000 7.5%
JEFFREY C. SMITH 11,000,000 7.5%
PETER A. FELD 11,000,000 7.5%
Filing

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.  )1

Box, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

10316T104

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, 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)

 

August 29, 2019

(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).

 
  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE 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         11,000,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          11,000,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

 

* Includes 5,525,104 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.    

2
  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY 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         7,007,884  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          7,007,884  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,007,884*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.8%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

 

 

* Includes 3,393,336 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.    

3

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY S LLC  
  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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,138,522  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,138,522  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,138,522*  
  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  
         
        OO  

 

 

* Includes 547,107 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.    

4

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY C LP  
  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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         655,073  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          655,073  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        655,073*  
  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  

 

 

* Includes 314,460 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.   

5

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R 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         655,073  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          655,073  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        655,073*  
  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  

 

 

* Includes 314,460 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.     

6

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R 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         1,277,225  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,277,225  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,277,225*  
  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  
         
        OO  

 

 

* Includes 614,121 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.   

7

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP  
  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         622,152  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          622,152  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        622,152*  
  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  

 

 

* Includes 299,661 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.    

8

 

  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         622,152  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          622,152  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        622,152*  
  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  

 

 

* Includes 299,661 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.      

9

 

  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         11,000,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          11,000,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

 

* Includes 5,525,104 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.    

10

 

  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         11,000,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          11,000,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

 

* Includes 5,525,104 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.      

11

 

  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         11,000,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          11,000,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

 

* Includes 5,525,104 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.      

12

 

  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         11,000,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          11,000,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

 

* Includes 5,525,104 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.      

13

 

  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         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         11,000,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          11,000,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,000,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

 

* Includes 5,525,104 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.      

14

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Class A Common Stock, $0.0001 par value per share (the “Shares”), of Box, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 900 Jefferson Avenue, Redwood City, California 94063.

Item 2.Identity and Background.
(a)This statement is filed by:
(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(viii)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(ix)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(x)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xi)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
15
(xii)Jeffrey C. 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; and
(xiii)Peter A. 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.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard L GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund and Starboard L Master is Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP and Starboard L Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co.  Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Starboard L GP serves as the general partner of Starboard L Master. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

16
Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L 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 3,614,548 Shares beneficially owned by Starboard V&O Fund is approximately $51,053,254, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 3,393,336 Shares by Starboard V&O Fund is approximately $61,216,627, excluding brokerage commissions. The aggregate purchase price of the 591,415 Shares beneficially owned by Starboard S LLC is approximately $8,315,914, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 547,107 Shares by Starboard S LLC is approximately $9,870,146, excluding brokerage commissions. The aggregate purchase price of the 340,613 Shares beneficially owned by Starboard C LP is approximately $4,789,404, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 314,460 Shares by Starboard C LP is approximately $5,672,827, excluding brokerage commissions. The aggregate purchase price of the 322,491 Shares beneficially owned by Starboard L Master is approximately $4,541,106, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 299,661 Shares by Starboard L Master is approximately $5,406,295, excluding brokerage commissions. The aggregate purchase price of the 605,829 Shares held in the Starboard Value LP Account is approximately $8,482,626, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 970,540 Shares by Starboard Value LP through the Starboard Value LP Account is approximately $13,621,769, excluding brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

17

 

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 146,500,516 Shares outstanding, as of May 31, 2019, 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 June 6, 2019.

A.Starboard V&O Fund
(a)As of the close of business on August 30, 2019, Starboard V&O Fund beneficially owned 7,007,884 Shares, including 3,393,336 Shares underlying certain forward purchase contracts.

Percentage: Approximately 4.8%

(b)1. Sole power to vote or direct vote: 7,007,884
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,007,884
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.
B.Starboard S LLC
(a)As of the close of business on August 30, 2019, Starboard S LLC beneficially owned 1,138,522 Shares, including 547,107 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,138,522
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,138,522
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.
C.Starboard C LP
(a)As of the close of business on August 30, 2019, Starboard C LP beneficially owned 655,073 Shares, including 314,460 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

18
(b)1. Sole power to vote or direct vote: 655,073
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 655,073
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.
D.Starboard R LP
(a)Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 655,073 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 655,073
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 655,073
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.
E.Starboard R GP
(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) 655,073 shares owned by Starboard C LP and (ii) 622,152 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,277,225
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,277,225
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.
F.Starboard L Master
(a)As of the close of business on August 30, 2019, Starboard L Master beneficially owned 622,152 Shares, including 299,661 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

19
(b)1. Sole power to vote or direct vote: 622,152
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 622,152
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.
G.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 622,152 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 622,152
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 622,152
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.
H.Starboard Value LP
(a)As of the close of business on August 30, 2019, 1,576,369 Shares were held in the Starboard Value LP Account, including 970,540 Shares underlying certain forward purchase contracts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.5%

(b)1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.5%

20
(b)1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.5%

(b)1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
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 and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.5%

(b)1. Sole power to vote or direct vote: 11,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,000,000
4. Shared power to dispose or direct the disposition: 0
21

 

(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 and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L.Messrs. Smith and Feld
(a)Each of Messrs. Smith and 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 the (i) 7,007,884 Shares owned by Starboard V&O Fund, (ii) 1,138,522 Shares owned by Starboard S LLC, (iii) 655,073 Shares owned by Starboard C LP, (iv) 622,152 Shares owned by Starboard L Master and (v) 1,576,369 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,000,000

 

(c)None of Messrs. Smith or Feld has 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 and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account entered into forward contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 462,720 Shares, 74,703 Shares, 42,684 Shares, 41,172 Shares, and 128,721 Shares, respectively, having an aggregate purchase price of approximately $8,701,799, $1,404,846, $802,705, $774,270 and $1,818,828, respectively (each an “MS Forward Contract”). Each of the MS Forward Contracts has a final valuation date of November 30, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account has the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the MS Forward Contracts provides for physical settlement. Until the settlement date, none of the MS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

22

Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account entered into forward contracts with Bank of America as the counterparty providing for the purchase of an aggregate of 1,780,046 Shares, 286,839 Shares, 165,019 Shares, 156,952 Shares, and 511,144 Shares, respectively, having an aggregate purchase price of approximately $31,745,184, $5,115,462, $2,942,934, $2,799,068 and $7,355,362, respectively (each a “BA Forward Contract”). Each of the BA Forward Contracts has a final valuation date of December 7, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account has the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the BA Forward Contracts provides for physical settlement. Until the settlement date, none of the BA Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account entered into forward contracts with UBS as the counterparty providing for the purchase of an aggregate of 1,150,570 Shares, 185,565 Shares, 106,757 Shares, 101,537 Shares, and 330,675 Shares, respectively, having an aggregate purchase price of approximately $20,769,644, $3,349,838, $1,927,188, $1,832,956 and $4,447,579, respectively (each a “UBS Forward Contract”). Each of the UBS Forward Contracts has a final valuation date of December 21, 2020, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard Value LP through the Starboard Value LP Account has the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the UBS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master sold short in the over the counter market American-style put options to Credit Suisse referencing an aggregate of 148,500 Shares, 24,300 Shares, 14,000 Shares and 13,200 Shares, respectively, which have an exercise price of $13.00 per Share and expire on September 20, 2019.

Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master sold short in the over the counter market American-style put options to Goldman Sachs referencing an aggregate of 371,100 Shares, 60,800 Shares, 35,000 Shares and 33,100 Shares, respectively, which have an exercise price of $13.00 per Share and expire on September 20, 2019.

On September 3, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated September 3, 2019.
99.2Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated June 5, 2019.
23

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: September 3, 2019

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 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

 

24

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       

Patrick Agemian

Director

Director of Global Funds Management, Ltd.

PO Box 10034, Buckingham Square

2nd Floor

720A West Bay Road

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Kenneth R. Marlin

Director

Chief Financial Officer, Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

United States of America
       

Don Seymour

Director

Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

 

Cayman Islands

 

 

SCHEDULE B

Transactions in the Shares 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

 

Exercise of Forward Contract 1,000 18.6570 07/08/2019
Purchase of Class A Common Stock 8,649 17.1847 07/16/2019
Purchase of Class A Common Stock 8,649 17.1847 07/16/2019
Purchase of Class A Common Stock 9,060 17.1273 07/17/2019
Purchase of Class A Common Stock 9,060 17.1273 07/17/2019
Purchase of Put Option 559,3001 0.2400 07/18/2019
Sale of Put Option (556,500)2 0.2500 07/18/2019
Purchase of Class A Common Stock 7,550 16.5439 07/22/2019
Purchase of Class A Common Stock 7,550 16.5439 07/22/2019
Purchase of Put Option 372,9003 0.5500 07/22/2019
Sale of Put Option (371,000)4 0.4500 07/22/2019
Purchase of Class A Common Stock 7,550 16.4136 07/23/2019
Purchase of Class A Common Stock 7,550 16.4136 07/23/2019
Purchase of Class A Common Stock 15,100 16.6077 07/31/2019
Purchase of Class A Common Stock 15,100 16.6077 07/31/2019
Purchase of Class A Common Stock 4,615 16.2375 08/01/2019
Purchase of Class A Common Stock 4,615 16.2375 08/01/2019
Purchase of Class A Common Stock 30,250 15.5089 08/02/2019
Purchase of Class A Common Stock 30,250 15.5089 08/02/2019
Purchase of Put Option 556,5005 0.6500 08/02/2019
Sale of Put Option (556,700)4 0.6500 08/02/2019
Purchase of Class A Common Stock 15,125 14.7149 08/05/2019
Purchase of Class A Common Stock 15,125 14.7149 08/05/2019
Purchase of Class A Common Stock 7,563 13.9855 08/09/2019
Purchase of Class A Common Stock 7,562 13.9855 08/09/2019

 

 

Purchase of Class A Common Stock 7,562 13.5620 08/12/2019
Purchase of Class A Common Stock 7,563 13.5620 08/12/2019
Purchase of Class A Common Stock 7,563 13.5615 08/13/2019
Purchase of Class A Common Stock 7,562 13.5615 08/13/2019
Purchase of Class A Common Stock 15,125 13.0376 08/14/2019
Purchase of Class A Common Stock 15,125 13.0376 08/14/2019
Purchase of Class A Common Stock 31,158 13.3396 08/20/2019
Purchase of Class A Common Stock 31,157 13.3396 08/20/2019
Purchase of Class A Common Stock 9,484 13.3914 08/20/2019
Purchase of Class A Common Stock 9,483 13.3914 08/20/2019
Purchase of Class A Common Stock 30,250 13.5379 08/21/2019
Purchase of Class A Common Stock 30,250 13.5379 08/21/2019
Purchase of Class A Common Stock 10,650 13.3484 08/22/2019
Purchase of Class A Common Stock 10,650 13.3484 08/22/2019
Purchase of Class A Common Stock 228 13.5087 08/23/2019
Purchase of Class A Common Stock 228 13.5087 08/23/2019
Purchase of Class A Common Stock 16,199 13.8947 08/23/2019
Purchase of Class A Common Stock 16,198 13.8947 08/23/2019
Purchase of Class A Common Stock 132,295 13.8349 08/23/2019
Purchase of Class A Common Stock 132,295 13.8349 08/23/2019
Purchase of Class A Common Stock 4,175 13.8650 08/23/2019
Purchase of Class A Common Stock 4,174 13.8650 08/23/2019
Purchase of Class A Common Stock 166,375 13.8081 08/23/2019
Purchase of Class A Common Stock 166,376 13.8081 08/23/2019
Sale of Class A Common Stock (168,880) 13.7000 08/26/2019

 

 

Purchase of Class A Common Stock 133,619 13.8092 08/26/2019
Purchase of Class A Common Stock 35,261 13.7950 08/26/2019
Sale of Put Option (296,900)6 0.4200 08/26/2019
Sale of Put Option (185,600)7 3.3200 08/26/2019
Sale of Class A Common Stock (157,745) 13.7000 08/27/2019
Purchase of Class A Common Stock 85,830 13.7119 08/27/2019
Purchase of Class A Common Stock 71,915 13.7218 08/27/2019
Sale of Put Option (148,500)6 0.5600 08/27/2019
Sale of Put Option (74,200)6 0.5500 08/27/2019
Sale of Put Option (111,400)8 2.4700 08/27/2019
Sale of Put Option (185,600)7 3.3150 08/27/2019
Sale of Class A Common Stock (200,429) 13.6000 08/28/2019
Purchase of Class A Common Stock 158,339 13.7351 08/28/2019
Purchase of Class A Common Stock 42,090 13.5839 08/28/2019
Sale of Put Option (222,700)7 3.4200 08/28/2019
Purchase of Class A Common Stock 151,250 13.1663 08/29/2019
Purchase of Class A Common Stock 151,250 13.1663 08/29/2019
Purchase of Class A Common Stock 23,413 13.8167 08/29/2019
Purchase of Class A Common Stock 23,413 13.8167 08/29/2019
Purchase of Class A Common Stock 127,837 13.6328 08/29/2019
Purchase of Class A Common Stock 127,837 13.6328 08/29/2019
Purchase of Class A Common Stock 705,300 14.1000 08/29/2019
Purchase of Put Option 111,4009 1.9500 08/29/2019
Purchase of Put Option 593,90010 2.9300 08/29/2019
Purchase of Class A Common Stock 351,486 14.7000 08/30/2019
Purchase of Class A Common Stock 289,976 14.6500 08/30/2019
Purchase of Class A Common Stock 65,376 14.7946 08/30/2019
Purchase of Class A Common Stock 246,040 14.6154 08/30/2019
Purchase of Class A Common Stock 277,322 14.7297 08/30/2019
Purchase of Put Option 556,70011 0.8000 08/30/2019
Purchase of Put Option 371,00011 0.8300 08/30/2019

 

 

Starboard Value and Opportunity S LLC

 

Purchase of Class A Common Stock 2,835 17.1847 07/16/2019
Purchase of Class A Common Stock 2,970 17.1273 07/17/2019
Purchase of Put Option 89,8001 0.2400 07/18/2019
Sale of Put Option (91,200)2 0.2500 07/18/2019
Purchase of Class A Common Stock 2,475 16.5439 07/22/2019
Purchase of Put Option 59,9003 0.5500 07/22/2019
Sale of Put Option (60,800)4 0.4500 07/22/2019
Purchase of Class A Common Stock 2,475 16.4136 07/23/2019
Purchase of Class A Common Stock 4,950 16.6077 07/31/2019
Purchase of Class A Common Stock 1,510 16.2375 08/01/2019
Purchase of Class A Common Stock 9,900 15.5089 08/02/2019
Purchase of Put Option 91,2005 0.6500 08/02/2019
Sale of Put Option (91,100)4 0.6500 08/02/2019
Purchase of Class A Common Stock 4,950 14.7149 08/05/2019
Purchase of Class A Common Stock 2,475 13.9855 08/09/2019
Purchase of Class A Common Stock 2,475 13.5620 08/12/2019
Purchase of Class A Common Stock 2,475 13.5615 08/13/2019
Purchase of Class A Common Stock 4,950 13.0376 08/14/2019
Purchase of Class A Common Stock 10,197 13.3396 08/20/2019
Purchase of Class A Common Stock 3,104 13.3914 08/20/2019
Purchase of Class A Common Stock 9,900 13.5379 08/21/2019
Purchase of Class A Common Stock 3,485 13.3484 08/22/2019
Purchase of Class A Common Stock 75 13.5087 08/23/2019
Purchase of Class A Common Stock 5,301 13.8947 08/23/2019
Purchase of Class A Common Stock 43,297 13.8349 08/23/2019
Purchase of Class A Common Stock 1,366 13.8650 08/23/2019
Purchase of Class A Common Stock 54,450 13.8081 08/23/2019

 

 

Sale of Class A Common Stock (27,635) 13.7000 08/26/2019
Purchase of Class A Common Stock 21,865 13.8092 08/26/2019
Purchase of Class A Common Stock 5,770 13.7950 08/26/2019
Sale of Put Option (48,600)6 0.4200 08/26/2019
Sale of Put Option (30,400)7 3.3200 08/26/2019
Sale of Class A Common Stock (25,813) 13.7000 08/27/2019
Purchase of Class A Common Stock 14,045 13.7119 08/27/2019
Purchase of Class A Common Stock 11,768 13.7218 08/27/2019
Sale of Put Option (24,300)6 0.5600 08/27/2019
Sale of Put Option (12,200)6 0.5500 08/27/2019
Sale of Put Option (18,200)8 2.4700 08/27/2019
Sale of Put Option (30,400)7 3.3150 08/27/2019
Sale of Class A Common Stock (32,798) 13.6000 08/28/2019
Purchase of Class A Common Stock 25,910 13.7351 08/28/2019
Purchase of Class A Common Stock 6,888 13.5839 08/28/2019
Sale of Put Option (36,400)7 3.4200 08/28/2019
Purchase of Class A Common Stock 49,500 13.1663 08/29/2019
Purchase of Class A Common Stock 7,663 13.8167 08/29/2019
Purchase of Class A Common Stock 41,837 13.6328 08/29/2019
Purchase of Class A Common Stock 115,400 14.1000 08/29/2019
Purchase of Put Option 18,2009 1.9500 08/29/2019
Purchase of Put Option 97,20010 2.9300 08/29/2019
Purchase of Class A Common Stock 57,543 14.7000 08/30/2019
Purchase of Class A Common Stock 47,473 14.6500 08/30/2019
Purchase of Class A Common Stock 10,703 14.7946 08/30/2019
Purchase of Class A Common Stock 40,280 14.6154 08/30/2019
Purchase of Class A Common Stock 45,401 14.7297 08/30/2019
Purchase of Put Option 91,10011 0.8000 08/30/2019
Purchase of Put Option 60,80011 0.8300 08/30/2019

 

 

Starboard Value and Opportunity C LP

 

Purchase of Class A Common Stock 1,633 17.1847 07/16/2019
Purchase of Class A Common Stock 1,710 17.1273 07/17/2019
Purchase of Put Option 52,3001 0.2400 07/18/2019
Sale of Put Option (52,500)2 0.2500 07/18/2019
Purchase of Class A Common Stock 1,425 16.5439 07/22/2019
Purchase of Put Option 34,8003 0.5500 07/22/2019
Sale of Put Option (35,000)4 0.4500 07/22/2019
Purchase of Class A Common Stock 1,425 16.4136 07/23/2019
Purchase of Class A Common Stock 2,850 16.6077 07/31/2019
Purchase of Class A Common Stock 870 16.2375 08/01/2019
Purchase of Class A Common Stock 5,700 15.5089 08/02/2019
Purchase of Put Option 52,5005 0.6500 08/02/2019
Sale of Put Option (52,500)4 0.6500 08/02/2019
Purchase of Class A Common Stock 2,850 14.7149 08/05/2019
Purchase of Class A Common Stock 1,425 13.9855 08/09/2019
Purchase of Class A Common Stock 1,425 13.5620 08/12/2019
Purchase of Class A Common Stock 1,425 13.5615 08/13/2019
Purchase of Class A Common Stock 2,850 13.0376 08/14/2019
Purchase of Class A Common Stock 5,871 13.3396 08/20/2019
Purchase of Class A Common Stock 1,787 13.3914 08/20/2019
Purchase of Class A Common Stock 5,700 13.5379 08/21/2019
Purchase of Class A Common Stock 2,007 13.3484 08/22/2019
Purchase of Class A Common Stock 43 13.5087 08/23/2019
Purchase of Class A Common Stock 3,052 13.8947 08/23/2019
Purchase of Class A Common Stock 24,928 13.8349 08/23/2019
Purchase of Class A Common Stock 787 13.8650 08/23/2019
Purchase of Class A Common Stock 31,350 13.8081 08/23/2019
Sale of Class A Common Stock (15,911) 13.7000 08/26/2019
Purchase of Class A Common Stock 12,589 13.8092 08/26/2019

 

 

Purchase of Class A Common Stock 3,322 13.7950 08/26/2019
Sale of Put Option (28,000)6 0.4200 08/26/2019
Sale of Put Option (17,500)7 3.3200 08/26/2019
Sale of Class A Common Stock (14,862) 13.7000 08/27/2019
Purchase of Class A Common Stock 8,086 13.7119 08/27/2019
Purchase of Class A Common Stock 6,776 13.7218 08/27/2019
Sale of Put Option (14,000)6 0.5600 08/27/2019
Sale of Put Option (7,000)6 0.5500 08/27/2019
Sale of Put Option (10,500)8 2.4700 08/27/2019
Sale of Put Option (17,500)7 3.3150 08/27/2019
Sale of Class A Common Stock (18,883) 13.6000 08/28/2019
Purchase of Class A Common Stock 14,918 13.7351 08/28/2019
Purchase of Class A Common Stock 3,965 13.5839 08/28/2019
Sale of Put Option (21,000)7 3.4200 08/28/2019
Purchase of Class A Common Stock 28,500 13.1663 08/29/2019
Purchase of Class A Common Stock 4,412 13.8167 08/29/2019
Purchase of Class A Common Stock 24,088 13.6328 08/29/2019
Purchase of Class A Common Stock 66,500 14.1000 08/29/2019
Purchase of Put Option 10,5009 1.9500 08/29/2019
Purchase of Put Option 56,00010 2.9300 08/29/2019
Purchase of Class A Common Stock 33,143 14.7000 08/30/2019
Purchase of Class A Common Stock 27,343 14.6500 08/30/2019
Purchase of Class A Common Stock 6,165 14.7946 08/30/2019
Purchase of Class A Common Stock 23,200 14.6154 08/30/2019
Purchase of Class A Common Stock 26,149 14.7297 08/30/2019
Purchase of Put Option 52,50011 0.8000 08/30/2019
Purchase of Put Option 35,00011 0.8300 08/30/2019

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Class A Common Stock 1,547 17.1847 07/16/2019
Purchase of Class A Common Stock 1,620 17.1273 07/17/2019
Purchase of Put Option 48,6001 0.2400 07/18/2019

 

 

Sale of Put Option (49,800)2 0.2500 07/18/2019
Purchase of Class A Common Stock 1,350 16.5439 07/22/2019
Purchase of Put Option 32,4003 0.5500 07/22/2019
Sale of Put Option (33,200)4 0.4500 07/22/2019
Purchase of Class A Common Stock 1,350 16.4136 07/23/2019
Purchase of Class A Common Stock 2,700 16.6077 07/31/2019
Purchase of Class A Common Stock 824 16.2375 08/01/2019
Purchase of Class A Common Stock 5,400 15.5089 08/02/2019
Purchase of Put Option 49,8005 0.6500 08/02/2019
Sale of Put Option (49,700)4 0.6500 08/02/2019
Purchase of Class A Common Stock 2,700 14.7149 08/05/2019
Purchase of Class A Common Stock 1,350 13.9855 08/09/2019
Purchase of Class A Common Stock 1,350 13.5620 08/12/2019
Purchase of Class A Common Stock 1,350 13.5615 08/13/2019
Purchase of Class A Common Stock 2,700 13.0376 08/14/2019
Purchase of Class A Common Stock 5,562 13.3396 08/20/2019
Purchase of Class A Common Stock 1,693 13.3914 08/20/2019
Purchase of Class A Common Stock 5,400 13.5379 08/21/2019
Purchase of Class A Common Stock 1,901 13.3484 08/22/2019
Purchase of Class A Common Stock 41 13.5087 08/23/2019
Purchase of Class A Common Stock 2,892 13.8947 08/23/2019
Purchase of Class A Common Stock 23,616 13.8349 08/23/2019
Purchase of Class A Common Stock 745 13.8650 08/23/2019
Purchase of Class A Common Stock 29,700 13.8081 08/23/2019
Sale of Class A Common Stock (15,074) 13.7000 08/26/2019
Purchase of Class A Common Stock 11,927 13.8092 08/26/2019
Purchase of Class A Common Stock 3,147 13.7950 08/26/2019
Sale of Put Option (26,500)6 0.4200 08/26/2019
Sale of Put Option (16,500)7 3.3200 08/26/2019

 

 

Sale of Class A Common Stock (14,080) 13.7000 08/27/2019
Purchase of Class A Common Stock 7,661 13.7119 08/27/2019
Purchase of Class A Common Stock 6,419 13.7218 08/27/2019
Sale of Put Option (13,200)6 0.5600 08/27/2019
Sale of Put Option (6,600)6 0.5500 08/27/2019
Sale of Put Option (9,900)8 2.4700 08/27/2019
Sale of Put Option (16,500)7 3.3150 08/27/2019
Sale of Class A Common Stock (17,890) 13.6000 08/28/2019
Purchase of Class A Common Stock 14,133 13.7351 08/28/2019
Purchase of Class A Common Stock 3,757 13.5839 08/28/2019
Sale of Put Option (19,900)7 3.4200 08/28/2019
Purchase of Class A Common Stock 27,000 13.1663 08/29/2019
Purchase of Class A Common Stock 4,180 13.8167 08/29/2019
Purchase of Class A Common Stock 22,820 13.6328 08/29/2019
Purchase of Class A Common Stock 62,800 14.1000 08/29/2019
Purchase of Put Option 9,9009 1.9500 08/29/2019
Purchase of Put Option 52,90010 2.9300 08/29/2019
Purchase of Class A Common Stock 31,400 14.7000 08/30/2019
Purchase of Class A Common Stock 25,905 14.6500 08/30/2019
Purchase of Class A Common Stock 5,840 14.7946 08/30/2019
Purchase of Class A Common Stock 21,980 14.6154 08/30/2019
Purchase of Class A Common Stock 24,775 14.7297 08/30/2019
Purchase of Put Option 49,70011 0.8000 08/30/2019
Purchase of Put Option 33,20011 0.8300 08/30/2019

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Class A Common Stock 5,327 17.1847 07/16/2019
Purchase of Class A Common Stock 5,580 17.1273 07/17/2019
Purchase of Class A Common Stock 4,650 16.5439 07/22/2019
Purchase of Class A Common Stock 4,650 16.4136 07/23/2019

 

 

Purchase of Class A Common Stock 9,300 16.6077 07/31/2019
Purchase of Class A Common Stock 2,822 16.2375 08/01/2019
Purchase of Class A Common Stock 18,500 15.5089 08/02/2019
Purchase of Class A Common Stock 9,250 14.7149 08/05/2019
Purchase of Class A Common Stock 4,625 13.9855 08/09/2019
Purchase of Class A Common Stock 4,625 13.5620 08/12/2019
Purchase of Class A Common Stock 4,625 13.5615 08/13/2019
Purchase of Class A Common Stock 9,250 13.0376 08/14/2019
Purchase of Class A Common Stock 19,055 13.3396 08/20/2019
Purchase of Class A Common Stock 5,800 13.3914 08/20/2019
Purchase of Class A Common Stock 18,500 13.5379 08/21/2019
Purchase of Class A Common Stock 6,513 13.3484 08/22/2019
Purchase of Class A Common Stock 140 13.5087 08/23/2019
Purchase of Class A Common Stock 9,907 13.8947 08/23/2019
Purchase of Class A Common Stock 80,908 13.8349 08/23/2019
Purchase of Class A Common Stock 2,553 13.8650 08/23/2019
Purchase of Class A Common Stock 101,749 13.8081 08/23/2019
Purchase of Class A Common Stock 92,500 13.1663 08/29/2019
Purchase of Class A Common Stock 14,319 13.8167 08/29/2019
Purchase of Class A Common Stock 78,181 13.6328 08/29/2019
Purchase of Class A Common Stock 26,428 14.7000 08/30/2019
Purchase of Class A Common Stock 21,803 14.6500 08/30/2019
Purchase of Class A Common Stock 4,916 14.7946 08/30/2019
Purchase of Class A Common Stock 18,500 14.6154 08/30/2019
Purchase of Class A Common Stock 20,853 14.7297 08/30/2019

 

 


1 Represents shares underlying American-style put options purchased in the over the counter market. These put options had an exercise price of $17.00 per share and would have expired on July 19, 2019.

2 Represents shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $16.00 per share and would have expired on August 16, 2019.

3 Represents shares underlying American-style put options purchased in the over the counter market. These put options had an exercise price of $17.00 per share and would have expired on July 26, 2019.

4 Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise price of $15.00 per share and expire on September 20, 2019.

5 Represents shares underlying American-style put options purchased in the over the counter market. These put options had an exercise price of $16.00 per share and would have expired on August 16, 2019.

6 Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise price of $13.00 per share and expire on September 20, 2019.

7 Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise price of $17.00 per share and expire on September 20, 2019.

8 Represents shares underlying American-style put options sold short in the over the counter market. These put options have an exercise price of $16.00 per share and expire on September 20, 2019.

9 Represents shares underlying American-style put options purchased in the over the counter market. These put options have an exercise price of $16.00 per share and expire on September 20, 2019.

10 Represents shares underlying American-style put options purchased in the over the counter market. These put options have an exercise price of $17.00 per share and expire on September 20, 2019.

11 Represents shares underlying American-style put options purchased in the over the counter market. These put options have an exercise price of $15.00 per share and expire on September 20, 2019.