Filing Details
- Accession Number:
- 0001011438-22-000184
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-13 20:00:00
- Filed By:
- Starboard Value LP
- Company:
- Cyxtera Technologies Inc.
- Filing Date:
- 2022-03-14
- 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 | 20,767,571 | 0 | 20,767,571 | 0 | 20,767,571 | (see Item 5(a)) 12.2% |
| Starboard Value and Opportunity Master Fund Ltd | 11,602,587 | 0 | 11,602,587 | 0 | 11,602,587 | (see Item 5(a)) 6.8% |
| Starboard Value and Opportunity S | 2,054,489 | 0 | 2,054,489 | 0 | 2,054,489 | (see Item 5(a)) 1.2% |
| Starboard Value and Opportunity C | 1,221,537 | 0 | 1,221,537 | 0 | 1,221,537 | (see Item 5(a)) Less than 1% |
| Starboard Value R | 1,221,537 | 0 | 1,221,537 | 0 | 1,221,537 | (see Item 5(a)) Less than 1% |
| Starboard Value R GP | 2,160,345 | 0 | 2,160,345 | 0 | 2,160,345 | (see Item 5(a)) 1.3% |
| Starboard Value and Opportunity Master Fund L | 938,808 | 0 | 938,808 | 0 | 938,808 | (see Item 5(a)) Less than 1% |
| Starboard Value L | 938,808 | 0 | 938,808 | 0 | 938,808 | (see Item 5(a)) Less than 1% |
| Starboard X Master Fund Ltd | 1,650,431 | 0 | 1,650,431 | 0 | 1,650,431 | (see Item 5(a)) Less than 1% |
| Starboard Value GP | 20,767,571 | 0 | 20,767,571 | 0 | 20,767,571 | (see Item 5(a)) 12.2% |
| Starboard Principal Co | 20,767,571 | 0 | 20,767,571 | 0 | 20,767,571 | (see Item 5(a)) 12.2% |
| Starboard Principal Co GP | 20,767,571 | 0 | 20,767,571 | 0 | 20,767,571 | (see Item 5(a)) 12.2% |
| Jeffrey C. Smith | 0 | 20,767,571 | 0 | 20,767,571 | 20,767,571 | (see Item 5(a)) 12.2% |
| Peter A. Feld | 0 | 20,767,571 | 0 | 20,767,571 | 20,767,571 | (see Item 5(a)) 12.2% |
| SVAC Sponsor | 11,262,341 | 0 | 11,262,341 | 0 | 11,262,341 | (see Item 5(a)) 6.6% |
| SVAC Manager | 11,262,341 | 0 | 11,262,341 | 0 | 11,262,341 | (see Item 5(a)) 6.6% |
| Martin D. McNulty, Jr | 0 | 505,150 | 0 | 505,150 | 505,150 | (see Item 5(a)) Less than 1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Cyxtera Technologies, Inc.
(f/k/a Starboard Value Acquisition Corp.)
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
23284C102
(CUSIP NUMBER)
Jeffrey C. Smith
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2022
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ◻.
The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 20,767,571 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 20,767,571 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,767,571 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 11,602,587 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 11,602,587 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,602,587 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 6.8% | ||||||
| 14 | TYPE OF REPORTING PERSON* CO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 2,054,489 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 2,054,489 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,489 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 1.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,221,537 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,221,537 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,221,537 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,221,537 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,221,537 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,221,537 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 2,160,345 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 2,160,345 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,160,345 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 1.3% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 938,808 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 938,808 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,808 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 938,808 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 938,808 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,808 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 1,650,431 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,650,431 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,650,431 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* CO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 20,767,571 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 20,767,571 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,767,571 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 20,767,571 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 20,767,571 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,767,571 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 20,767,571 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 20,767,571 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,767,571 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | | ||
| | 8 | | SHARED VOTING POWER 20,767,571 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 20,767,571 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,767,571 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* IN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS 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 United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | | ||
| | 8 | | SHARED VOTING POWER 20,767,571 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 20,767,571 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,767,571 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.2% | ||||||
| 14 | TYPE OF REPORTING PERSON* IN | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS SVAC Sponsor 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 11,262,341 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 11,262,341 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,262,341 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 6.6% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS SVAC Manager 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 11,262,341 | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 11,262,341 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,262,341 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 6.6% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| CUSIP No. 23284C102 | | | | |
| 1 | NAME OF REPORTING PERSONS Martin D. McNulty, Jr. | ||||||
| 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 United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | | ||
| | 8 | | SHARED VOTING POWER 505,150 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 505,150 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 505,150 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* IN | ||||||
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends
the Schedule 13D as specifically set forth herein.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, 10th Floor, Fort
Lauderdale, Florida 33301.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On March 10, 2022, Martin D. McNulty, Jr. and Starboard Value LP entered into a
Trading Agreement (the “Trading Agreement”) pursuant to which, among other things, the parties agreed: (a) Mr. McNulty would not purchase or sell any securities of
the Issuer without the express prior written consent of Starboard Value LP, which may not be unreasonably withheld, (b) Mr. McNulty would continue to attend meetings in the capacity as an observer until replaced by Starboard; and (c) to the
continued joint filing on behalf of each of them of a statement on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. The above description of the Trading Agreement does not purport to be complete and is
qualified in its entirety to by reference to the full text of the Trading Agreement, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibit:
99.1 Trading
Agreement, dated March 10, 2022.
99.2 Power of Attorney, dated March 11, 2022.
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 14, 2022
| 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 P FUND LP By: Starboard Value P GP LLC, its general partner | | STARBOARD VALUE P GP LLC By: Starboard Value R LP, its member 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 SVAC SPONSOR LLC SVAC MANAGER 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 and Martin D. McNulty, Jr. |