Filing Details

Accession Number:
0000921895-22-002658
Form Type:
13D Filing
Publication Date:
2022-09-15 20:00:00
Filed By:
Starboard Value LP
Company:
Wix.com Ltd. (NASDAQ:WIX)
Filing Date:
2022-09-16
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 5,171,652 5,171,652 5,171,652 5,171,652 9.0%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 3,132,519 3,132,519 5,171,652 3,132,519 5.5%
STARBOARD VALUE AND OPPORTUNITY S 365,466 365,466 365,466 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 269,002 269,002 269,002 Less than 1%
STARBOARD VALUE R 269,002 269,002 269,002 Less than 1%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L 169,668 169,668 169,668 Less than 1%
STARBOARD VALUE L 169,668 169,668 169,668 Less than 1%
STARBOARD VALUE R GP 438,670 438,670 438,670 Less than 1%
STARBOARD X MASTER FUND LTD 693,753 693,753 693,753 1.2%
STARBOARD VALUE GP 5,171,652 5,171,652 5,171,652 9.0%
STARBOARD PRINCIPAL CO 5,171,652 5,171,652 5,171,652 9.0%
STARBOARD PRINCIPAL CO GP 5,171,652 5,171,652 5,171,652 9.0%
JEFFREY C. SMITH 5,171,652 9.0%
PETER A. FELD 5,171,652 9.0%
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

Wix.com Ltd.

(Name of Issuer)

Ordinary shares, par value NIS 0.01 per share

(Title of Class of Securities)

M98068105

(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)

 

September 6, 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 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).

 

CUSIP No. M98068105

  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         5,171,652  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,171,652  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,652*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 2,186,034 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

2

CUSIP No. M98068105

  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         3,132,519  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,132,519  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,132,519*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

* Includes 2,087,302 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

3

CUSIP No. M98068105

 

  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         365,466  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          365,466  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        365,466  
  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  

  

4

CUSIP No. M98068105

 

  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         269,002  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          269,002  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        269,002  
  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  

  

5

CUSIP No. M98068105

 

  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         269,002  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          269,002  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        269,002  
  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  

  

6

CUSIP No. M98068105

 

  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         169,668  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          169,668  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        169,668*  
  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 98,732 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

7

CUSIP No. M98068105

 

  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         169,668  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          169,668  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        169,668*  
  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 98,732 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

8

CUSIP No. M98068105

 

  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         438,670  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          438,670  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        438,670*  
  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 98,732 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

9

CUSIP No. M98068105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD X MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         693,753  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          693,753  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        693,753  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.2%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

10

CUSIP No. M98068105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,171,652  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,171,652  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,652*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 2,186,034 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

11

CUSIP No. M98068105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,171,652  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,171,652  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,652*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 2,186,034 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

12

CUSIP No. M98068105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,171,652  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,171,652  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,652*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 2,186,034 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

13

CUSIP No. M98068105

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,171,652  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,171,652  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,652*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 2,186,034 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

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CUSIP No. M98068105

 

  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         5,171,652  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,171,652  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,171,652*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 2,186,034 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

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CUSIP No. M98068105

 

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

 

Item 1.Security and Issuer.

This statement relates to the ordinary shares, par value NIS 0.01 per share (the “Shares”), of Wix.com Ltd., a corporation incorporated under the laws of Israel (the “Issuer”). The address of the principal executive offices of the Issuer is 40 Namal Tel Aviv St., Tel Aviv, 6350671 Israel.

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 X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(x)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xi)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
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CUSIP No. M98068105

(xii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xiii)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
(xiv)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 V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co and Principal GP is 777 Third Avenue, 18th Floor, New York, New York 10017. 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. The officers and directors of Starboard V&O Fund and Starboard X Master 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, Starboard L Master and Starboard X 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, Starboard X 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 L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. 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.

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CUSIP No. M98068105

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, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 1,045,217 Shares beneficially owned by Starboard V&O Fund is approximately $71,044,953, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 2,087,302 Shares by Starboard V&O Fund is approximately $136,872,217, excluding brokerage commissions. The aggregate purchase price of the 365,466 Shares beneficially owned by Starboard S LLC is approximately $24,208,446, excluding brokerage commissions. The aggregate purchase price of the 269,002 Shares beneficially owned by Starboard C LP is approximately $17,827,671, excluding brokerage commissions. The aggregate purchase price of the 70,936 Shares beneficially owned by Starboard L Master is approximately $4,895,487, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 98,732 Shares by Starboard L Master is approximately $6,302,472, excluding brokerage commissions. The aggregate purchase price of the 693,753 Shares beneficially owned by Starboard X Master is approximately $45,972,597, excluding brokerage commissions. The aggregate purchase price of the 541,244 Shares held in the Starboard Value LP Account is approximately $38,267,861, 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.

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CUSIP No. M98068105

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 57,462,797 Shares outstanding, as of February 28, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2022.

A.Starboard V&O Fund
(a)

As of the close of business on September 16, 2022, Starboard V&O Fund beneficially owned 3,132,519 Shares, including 2,087,302 Shares underlying certain forward purchase contracts.

Percentage: Approximately 5.5%

(b)1. Sole power to vote or direct vote: 3,132,519
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,132,519
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 September 16, 2022, Starboard S LLC beneficially owned 365,466 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 365,466
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 365,466
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 September 16, 2022, Starboard C LP beneficially owned 269,002 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 269,002
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 269,002
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. M98068105

(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)As of close of business on September 16, 2022, Starboard R LP may be deemed the beneficial owner of 269,002 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 269,002
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 269,002
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 by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Starboard L Master
(a)As of the close of business on September 16, 2022, Starboard L Master beneficially owned 169,668 Shares, including 98,732 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 169,668
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 169,668
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.
F.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 169,668 Shares owned by Starboard L Master, including 98,732 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 169,668
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 169,668
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.
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CUSIP No. M98068105

G.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) 269,002 Shares owned by Starboard C LP and (ii) 169,668 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 438,670
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 438,670
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.
H.Starboard X Master
(a)As of the close of business on September 16, 2022, Starboard X Master beneficially owned 693,753 Shares.

Percentage: Approximately 1.2%

(b)1. Sole power to vote or direct vote: 693,753
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 693,753
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Value LP
(a)

As of the close of business on September 16, 2022, 541,244 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,132,519 Shares owned by Starboard V&O Fund, (ii) 365,466 Shares owned by Starboard S LLC, (iii) 269,002 Shares owned by Starboard C LP, (iv) 169,668 Shares owned by Starboard L Master, (v) 693,753 Shares owned by Starboard X Master and (vi) 541,244 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 5,171,652
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,171,652
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. M98068105

(c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Starboard Value GP
(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,132,519 Shares owned by Starboard V&O Fund, (ii) 365,466 Shares owned by Starboard S LLC, (iii) 269,002 Shares owned by Starboard C LP, (iv) 169,668 Shares owned by Starboard L Master, (v) 693,753 Shares owned by Starboard X Master and (vi) 541,244 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 5,171,652
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,171,652
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 by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K.Principal Co
(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,132,519 Shares owned by Starboard V&O Fund, (ii) 365,466 Shares owned by Starboard S LLC, (iii) 269,002 Shares owned by Starboard C LP, (iv) 169,668 Shares owned by Starboard L Master, (v) 693,753 Shares owned by Starboard X Master and (vi) 541,244 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 5,171,652
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,171,652
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 by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference
L.Principal GP
(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of (i) 3,132,519 Shares owned by Starboard V&O Fund, (ii) 365,466 Shares owned by Starboard S LLC, (iii) 269,002 Shares owned by Starboard C LP, (iv) 169,668 Shares owned by Starboard L Master, (v) 693,753 Shares owned by Starboard X Master and (vi) 541,244 Shares held in the Starboard Value LP Account.

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CUSIP No. M98068105

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 5,171,652
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,171,652
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference
M.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) 3,132,519 Shares owned by Starboard V&O Fund, (ii) 365,466 Shares owned by Starboard S LLC, (iii) 269,002 Shares owned by Starboard C LP, (iv) 169,668 Shares owned by Starboard L Master, (v) 693,753 Shares owned by Starboard X Master and (vi) 541,244 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,171,652
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,171,652

 

(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 by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(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.
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CUSIP No. M98068105

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Each of Starboard V&O Fund and Starboard L Master entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 2,087,302 Shares and 98,732 Shares, respectively, having an aggregate purchase price of approximately $136,872,217 and 6,302,472, respectively (each a “MS Forward Contract”). Each of the MS Forward Contracts has a final valuation date of December 13, 2023, however, each of Starboard V&O Fund and Starboard L Master 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.

On September 16, 2022, 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 R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, 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 16, 2022.
99.2Powers of Attorney for Jeffrey C. Smith and Peter A. Feld, dated September 16, 2022.
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CUSIP No. M98068105

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 16, 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 Value L LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE R GP LLC

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 

/s/ Jeffrey C. Smith

Jeffrey C. Smith
Individually and as attorney-in-fact for Peter A. Feld

 

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CUSIP No. M98068105

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       

Patrick Agemian

Director

Director of Global Funds Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Kenneth R. Marlin

Director

Chief Financial Officer, Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

United States of America
       

Alaina Danley

Director

Managing Director of Waystone Governance Ltd.

Waystone Governance Ltd.

Suite 5B201, 2nd Floor

One Nexus Way

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

Cayman Islands

 

 

CUSIP No. M98068105

 

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

 

Sale of August 2022 Put Option ($45.00 Strike Price)1 (204,000) 0.9152 07/28/2022
Sale of August 2022 Call Option ($80.00 Strike Price)2 (134,300) 1.1140 08/04/2022
Sale of Forward Contract (60,125) 67.9009 08/04/2022
Sale of Forward Contract (44,834) 68.9105 08/09/2022
Purchase of Common Stock 28,971 78.4279 08/11/2022
Purchase of Common Stock 28,971 78.4279 08/11/2022
Purchase of Common Stock 68,391 77.2051 08/11/2022
Purchase of Common Stock 68,391 77.2051 08/11/2022
Purchase of Common Stock 12,797 77.5373 08/15/2022
Purchase of Common Stock 12,797 77.5373 08/15/2022
Sale of Common Stock (110,159) 74.5639 08/16/2022
Sale of Common Stock (9,950) 74.5639 08/16/2022
Purchase of Forward Contract 120,109 74.6252 08/16/2022
Purchase of Common Stock 36,927 74.5345 08/16/2022
Purchase of Common Stock 36,927 74.5345 08/16/2022
Purchase of Forward Contract 120,063 72.2926 08/17/2022
Sale of Common Stock (120,063) 72.1952 08/17/2022
Purchase of Common Stock 17,349 72.1287 08/17/2022
Purchase of Common Stock 17,349 72.1287 08/17/2022
Purchase of Forward Contract 88,698 72.4627 08/18/2022
Sale of Common Stock (54,276) 72.3862 08/18/2022
Sale of Common Stock (34,422) 72.3862 08/18/2022
Purchase of Common Stock 30,565 72.5654 08/18/2022
Purchase of Common Stock 30,565 72.5654 08/18/2022
Purchase of Common Stock 78,708 69.6012 08/19/2022
Purchase of Common Stock 78,708 69.6012 08/19/2022
Purchase of Forward Contract 150,138 67.0009 08/22/2022
Sale of Common Stock (109,273) 66.9441 08/22/2022
Sale of Common Stock (40,865) 66.9441 08/22/2022
Purchase of Common Stock 60,792 67.0905 08/22/2022
Purchase of Common Stock 60,792 67.0905 08/22/2022
Sale of Common Stock (20,848) 67.2744 08/23/2022
Sale of Common Stock (129,200) 67.2744 08/23/2022
Purchase of Forward Contract 150,048 67.3552 08/23/2022
Purchase of Common Stock 30,000 67.1787 08/23/2022
Purchase of Common Stock 30,000 67.1787 08/23/2022
Sale of Common Stock (69,944) 68.2844 08/25/2022
Sale of Common Stock (30,000) 68.2844 08/25/2022
Purchase of Forward Contract 99,944 68.3640 08/25/2022
Sale of September 2022 Put Option ($60.00 Strike Price)3 (201,600) 1.8421 08/26/2022
Purchase of Common Stock 60,000 65.1933 08/26/2022
Purchase of Common Stock 60,000 65.1933 08/26/2022
Purchase of Forward Contract 120,000 64.5729 08/29/2022
Sale of Common Stock (60,000) 64.4840 08/29/2022
Sale of Common Stock (60,000) 64.4840 08/29/2022
Sale of Forward Contract (3,667) 67.0905 08/31/2022
Purchase of Forward Contract 3,650 64.2168 08/31/2022
Purchase of Common Stock 86,194 60.3619 09/01/2022
Purchase of Common Stock 86,194 60.3619 09/01/2022
Sale of Common Stock (86,194) 61.5479 09/02/2022
Sale of Common Stock (86,194) 61.5479 09/02/2022
Purchase of Forward Contract 172,388 61.5770 09/02/2022
Purchase of September 2022 Put Option ($60.00 Strike Price)4 201,600 2.3000 09/02/2022
Sale of September 2022 Put Option ($60.00 Strike Price)5 (201,600) 2.3000 09/02/2022
Purchase of Common Stock 2,465 62.8688 09/06/2022
Purchase of Common Stock 2,466 62.8688 09/06/2022
Purchase of Common Stock 162,148 62.3207 09/06/2022
Purchase of Common Stock 162,148 62.3207 09/06/2022
Purchase of Common Stock 22,912 63.8584 09/07/2022
Purchase of Common Stock 22,913 63.8584 09/07/2022
Purchase of Common Stock 8,157 65.0204 09/07/2022
Purchase of Common Stock 8,157 65.0204 09/07/2022
Purchase of Common Stock 19,049 64.6347 09/07/2022
Purchase of Common Stock 19,049 64.6347 09/07/2022
Purchase of Common Stock 4,582 65.6117 09/08/2022
Purchase of Common Stock 4,583 65.6117 09/08/2022
Purchase of Common Stock 8,432 64.7681 09/08/2022
Purchase of Common Stock 8,432 64.7681 09/08/2022
Purchase of Common Stock 9,745 65.7850 09/08/2022
Purchase of Common Stock 9,745 65.7850 09/08/2022
Purchase of Common Stock 1,674 65.7392 09/08/2022
Purchase of Common Stock 1,674 65.7392 09/08/2022
Purchase of Common Stock 6,817 65.5262 09/08/2022
Purchase of Common Stock 6,817 65.5262 09/08/2022
Purchase of Common Stock 6,874 70.0994 09/09/2022
Purchase of Common Stock 6,874 70.0994 09/09/2022
Purchase of Common Stock 8,248 70.6000 09/09/2022
Purchase of Common Stock 8,249 70.6000 09/09/2022
Purchase of Common Stock 28,310 69.5509 09/09/2022
Purchase of Common Stock 28,311 69.5509 09/09/2022
Purchase of Common Stock 64,315 72.3550 09/12/2022
Purchase of Common Stock 64,315 72.3550 09/12/2022
Purchase of Common Stock 45,825 71.3944 09/13/2022
Purchase of Common Stock 45,825 71.3944 09/13/2022
Purchase of Common Stock 88,683 71.5308 09/13/2022
Purchase of Common Stock 88,682 71.5308 09/13/2022
Purchase of Common Stock 51,303 72.1177 09/13/2022
Purchase of Common Stock 51,303 72.1177 09/13/2022
Purchase of Common Stock 18,518 71.4979 09/14/2022
Purchase of Common Stock 18,518 71.4979 09/14/2022
Purchase of Common Stock 45,597 72.1456 09/14/2022
Purchase of Common Stock 45,597 72.1456 09/14/2022
Sale of Common Stock (17,351) 71.3831 09/14/2022
Sale of Common Stock (132,649) 71.3831 09/14/2022
Purchase of Forward Contract 150,000 71.4938 09/14/2022
Purchase of Common Stock 1,039 75.9450 09/15/2022
Purchase of Common Stock 1,039 75.9450 09/15/2022
Purchase of Common Stock 4,231 73.6158 09/15/2022
Purchase of Common Stock 4,231 73.6158 09/15/2022
Sale of Common Stock (28,918) 74.2537 09/15/2022
Sale of Common Stock (221,082) 74.2537 09/15/2022
Purchase of Forward Contract 250,000 74.3252 09/15/2022
Purchase of Common Stock 43,850 73.1988 09/16/2022
Purchase of Common Stock 43,850 73.1988 09/16/2022
Purchase of Common Stock 69,583 73.3933 09/16/2022
Purchase of Common Stock 69,582 73.3933 09/16/2022

  

 

CUSIP No. M98068105

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Sale of August 2022 Put Option ($45.00 Strike Price)1 (23,200) 0.9152 07/28/2022
Sale of August 2022 Call Option ($80.00 Strike Price)2 (16,100) 1.1140 08/04/2022
Sale of Forward Contract (7,189) 67.9009 08/04/2022
Sale of Forward Contract (5,362) 68.9105 08/09/2022
Purchase of Common Stock 6,857 78.4279 08/11/2022
Purchase of Common Stock 16,186 77.2051 08/11/2022
Purchase of Common Stock 3,028 77.5373 08/15/2022
Sale of Common Stock (14,181) 74.5639 08/16/2022
Purchase of Forward Contract 14,181 74.6252 08/16/2022
Purchase of Common Stock 8,739 74.5345 08/16/2022
Purchase of Forward Contract 14,188 72.2926 08/17/2022
Sale of Common Stock (14,188) 72.1952 08/17/2022
Purchase of Common Stock 4,106 72.1287 08/17/2022
Purchase of Forward Contract 10,547 72.4627 08/18/2022
Sale of Common Stock (10,547) 72.3862 08/18/2022
Purchase of Common Stock 7,234 72.5654 08/18/2022
Purchase of Common Stock 18,627 69.6012 08/19/2022
Purchase of Forward Contract 17,725 67.0009 08/22/2022
Sale of Common Stock (17,725) 66.9441 08/22/2022
Purchase of Common Stock 14,388 67.0905 08/22/2022
Sale of Common Stock (17,742) 67.2744 08/23/2022
Purchase of Forward Contract 17,742 67.3552 08/23/2022
Purchase of Common Stock 7,100 67.1787 08/23/2022
Sale of Common Stock (11,882) 68.2844 08/25/2022
Purchase of Forward Contract 11,882 68.3640 08/25/2022
Sale of September 2022 Put Option ($60.00 Strike Price)3 (23,800) 1.8421 08/26/2022
Purchase of Common Stock 14,200 65.1933 08/26/2022
Purchase of Forward Contract 14,200 64.5729 08/29/2022
Sale of Common Stock (14,200) 64.4840 08/29/2022
Sale of Forward Contract (436) 67.0905 08/31/2022
Purchase of Forward Contract 432 64.2168 08/31/2022
Purchase of Common Stock 19,750 60.3619 09/01/2022
Sale of Common Stock (19,750) 61.5479 09/02/2022
Purchase of Forward Contract 19,750 61.5770 09/02/2022
Purchase of September 2022 Put Option ($60.00 Strike Price)4 23,800 2.3000 09/02/2022
Sale of September 2022 Put Option ($60.00 Strike Price)5 (23,800) 2.3000 09/02/2022
Purchase of Common Stock 565 62.8688 09/06/2022
Purchase of Common Stock 37,153 62.3207 09/06/2022
Purchase of Common Stock 5,250 63.8584 09/07/2022
Purchase of Common Stock 1,869 65.0204 09/07/2022
Purchase of Common Stock 4,365 64.6347 09/07/2022
Purchase of Common Stock 1,050 65.6117 09/08/2022
Purchase of Common Stock 1,932 64.7681 09/08/2022
Purchase of Common Stock 2,233 65.7850 09/08/2022
Purchase of Common Stock 383 65.7392 09/08/2022
Purchase of Common Stock 1,562 65.5262 09/08/2022
Purchase of Common Stock 1,575 70.0994 09/09/2022
Purchase of Common Stock 1,890 70.6000 09/09/2022
Purchase of Common Stock 6,487 69.5509 09/09/2022
Exercise of Forward Contract 199,950 63.9446 09/12/2022
Purchase of Common Stock 14,737 72.3550 09/12/2022
Purchase of Common Stock 10,500 71.3944 09/13/2022
Purchase of Common Stock 20,320 71.5308 09/13/2022
Purchase of Common Stock 11,755 72.1177 09/13/2022
Purchase of Common Stock 4,243 71.4979 09/14/2022
Purchase of Common Stock 10,448 72.1456 09/14/2022
Purchase of Common Stock 238 75.9450 09/15/2022
Purchase of Common Stock 969 73.6158 09/15/2022
Purchase of Common Stock 10,048 73.1988 09/16/2022
Purchase of Common Stock 15,944 73.3933 09/16/2022

 

 

CUSIP No. M98068105

STARBOARD VALUE AND OPPORTUNITY C LP

 

Sale of August 2022 Put Option ($45.00 Strike Price)1 (17,500) 0.9152 07/28/2022
Sale of August 2022 Call Option ($80.00 Strike Price)2 (11,600) 1.1140 08/04/2022
Sale of Forward Contract (5,214) 67.9009 08/04/2022
Sale of Forward Contract (3,888) 68.9105 08/09/2022
Purchase of Common Stock 5,022 78.4279 08/11/2022
Purchase of Common Stock 11,855 77.2051 08/11/2022
Purchase of Common Stock 2,218 77.5373 08/15/2022
Sale of Common Stock (10,386) 74.5639 08/16/2022
Purchase of Forward Contract 10,386 74.6252 08/16/2022
Purchase of Common Stock 6,400 74.5345 08/16/2022
Purchase of Forward Contract 10,392 72.2926 08/17/2022
Sale of Common Stock (10,392) 72.1952 08/17/2022
Purchase of Common Stock 3,007 72.1287 08/17/2022
Purchase of Forward Contract 7,724 72.4627 08/18/2022
Sale of Common Stock (7,724) 72.3862 08/18/2022
Purchase of Common Stock 5,298 72.5654 08/18/2022
Purchase of Common Stock 13,643 69.6012 08/19/2022
Purchase of Forward Contract 12,982 67.0009 08/22/2022
Sale of Common Stock (12,982) 66.9441 08/22/2022
Purchase of Common Stock 10,537 67.0905 08/22/2022
Sale of Common Stock (12,994) 67.2744 08/23/2022
Purchase of Forward Contract 12,994 67.3552 08/23/2022
Purchase of Common Stock 5,200 67.1787 08/23/2022
Sale of Common Stock (8,702) 68.2844 08/25/2022
Purchase of Forward Contract 8,702 68.3640 08/25/2022
Purchase of Common Stock 10,400 65.1933 08/26/2022
Sale of September 2022 Put Option ($60.00 Strike Price)3 (17,500) 1.8421 08/26/2022
Purchase of Forward Contract 10,400 64.5729 08/29/2022
Sale of Common Stock (10,400) 64.4840 08/29/2022
Sale of Forward Contract (318) 67.0905 08/31/2022
Purchase of Forward Contract 316 64.2168 08/31/2022
Purchase of Common Stock 14,671 60.3619 09/01/2022
Sale of Common Stock (14,671) 61.5479 09/02/2022
Purchase of Forward Contract 14,671 61.5770 09/02/2022
Purchase of September 2022 Put Option ($60.00 Strike Price)4 17,500 2.3000 09/02/2022
Sale of September 2022 Put Option ($60.00 Strike Price)5 (17,500) 2.3000 09/02/2022
Purchase of Common Stock 420 62.8688 09/06/2022
Purchase of Common Stock 27,600 62.3207 09/06/2022
Purchase of Common Stock 3,900 63.8584 09/07/2022
Purchase of Common Stock 1,388 65.0204 09/07/2022
Purchase of Common Stock 3,242 64.6347 09/07/2022
Purchase of Common Stock 780 65.6117 09/08/2022
Purchase of Common Stock 1,435 64.7681 09/08/2022
Purchase of Common Stock 1,659 65.7850 09/08/2022
Purchase of Common Stock 285 65.7392 09/08/2022
Purchase of Common Stock 1,160 65.5262 09/08/2022
Purchase of Common Stock 1,170 70.0994 09/09/2022
Purchase of Common Stock 1,404 70.6000 09/09/2022
Purchase of Common Stock 4,819 69.5509 09/09/2022
Exercise of Forward Contract 146,047 63.9671 09/12/2022
Purchase of Common Stock 10,948 72.3550 09/12/2022
Purchase of Common Stock 7,800 71.3944 09/13/2022
Purchase of Common Stock 15,095 71.5308 09/13/2022
Purchase of Common Stock 8,732 72.1177 09/13/2022
Purchase of Common Stock 3,152 71.4979 09/14/2022
Purchase of Common Stock 7,761 72.1456 09/14/2022
Purchase of Common Stock 177 75.9450 09/15/2022
Purchase of Common Stock 720 73.6158 09/15/2022
Purchase of Common Stock 7,464 73.1988 09/16/2022
Purchase of Common Stock 11,844 73.3933 09/16/2022

 

 

 

CUSIP No. M98068105

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of August 2022 Put Option ($45.00 Strike Price)1 (11,700) 0.9152 07/28/2022
Sale of August 2022 Call Option ($80.00 Strike Price)2 (7,900) 1.1140 08/04/2022
Sale of Forward Contract (3,547) 67.9009 08/04/2022
Sale of Forward Contract (2,646) 68.9105 08/09/2022
Purchase of Common Stock 3,477 78.4279 08/11/2022
Purchase of Common Stock 8,207 77.2051 08/11/2022
Purchase of Common Stock 1,535 77.5373 08/15/2022
Sale of Common Stock (7,190) 74.5639 08/16/2022
Purchase of Forward Contract 7,190 74.6252 08/16/2022
Purchase of Common Stock 4,431 74.5345 08/16/2022
Purchase of Forward Contract 7,195 72.2926 08/17/2022
Sale of Common Stock (7,195) 72.1952 08/17/2022
Purchase of Common Stock 2,082 72.1287 08/17/2022
Purchase of Forward Contract 5,347 72.4627 08/18/2022
Sale of Common Stock (5,347) 72.3862 08/18/2022
Purchase of Common Stock 3,668 72.5654 08/18/2022
Purchase of Common Stock 9,445 69.6012 08/19/2022
Purchase of Forward Contract 8,988 67.0009 08/22/2022
Sale of Common Stock (8,988) 66.9441 08/22/2022
Purchase of Common Stock 7,295 67.0905 08/22/2022
Sale of Common Stock (8,995) 67.2744 08/23/2022
Purchase of Forward Contract 8,995 67.3552 08/23/2022
Purchase of Common Stock 3,600 67.1787 08/23/2022
Sale of Common Stock (6,025) 68.2844 08/25/2022
Purchase of Forward Contract 6,025 68.3640 08/25/2022
Sale of September 2022 Put Option ($60.00 Strike Price)3 (12,100) 1.8421 08/26/2022
Purchase of Common Stock 7,200 65.1933 08/26/2022
Purchase of Forward Contract 7,200 64.5729 08/29/2022
Sale of Common Stock (7,200) 64.4840 08/29/2022
Sale of Forward Contract (218) 67.0905 08/31/2022
Purchase of Forward Contract 219 64.2168 08/31/2022
Purchase of Common Stock 8,464 60.3619 09/01/2022
Sale of Common Stock (8,464) 61.5479 09/02/2022
Purchase of Forward Contract 8,464 61.5770 09/02/2022
Purchase of September 2022 Put Option ($60.00 Strike Price)4 12,100 2.3000 09/02/2022
Sale of September 2022 Put Option ($60.00 Strike Price)5 (12,100) 2.3000 09/02/2022
Purchase of Common Stock 242 62.8688 09/06/2022
Purchase of Common Stock 15,923 62.3207 09/06/2022
Purchase of Common Stock 2,250 63.8584 09/07/2022
Purchase of Common Stock 801 65.0204 09/07/2022
Purchase of Common Stock 1,871 64.6347 09/07/2022
Purchase of Common Stock 450 65.6117 09/08/2022
Purchase of Common Stock 828 64.7681 09/08/2022
Purchase of Common Stock 957 65.7850 09/08/2022
Purchase of Common Stock 164 65.7392 09/08/2022
Purchase of Common Stock 670 65.5262 09/08/2022
Purchase of Common Stock 675 70.0994 09/09/2022
Purchase of Common Stock 810 70.6000 09/09/2022
Purchase of Common Stock 2,780 69.5509 09/09/2022
Purchase of Common Stock 6,316 72.3550 09/12/2022
Purchase of Common Stock 4,500 71.3944 09/13/2022
Purchase of Common Stock 8,709 71.5308 09/13/2022
Purchase of Common Stock 5,038 72.1177 09/13/2022
Purchase of Common Stock 1,818 71.4979 09/14/2022
Purchase of Common Stock 4,478 72.1456 09/14/2022
Purchase of Common Stock 102 75.9450 09/15/2022
Purchase of Common Stock 415 73.6158 09/15/2022
Purchase of Common Stock 4,306 73.1988 09/16/2022
Purchase of Common Stock 6,833 73.3933 09/16/2022

 

 

CUSIP No. M98068105

STARBOARD X MASTER FUND LTD

 

Sale of August 2022 Put Option ($45.00 Strike Price)1 (43,600) 0.9152 07/28/2022
Sale of August 2022 Call Option ($80.00 Strike Price)2 (30,100) 1.1140 08/04/2022
Sale of Forward Contract (13,478) 67.9009 08/04/2022
Sale of Forward Contract (10,055) 68.9105 08/09/2022
Purchase of Common Stock 12,940 78.4279 08/11/2022
Purchase of Common Stock 30,548 77.2051 08/11/2022
Purchase of Common Stock 5,716 77.5373 08/15/2022
Sale of Common Stock (26,763) 74.5639 08/16/2022
Purchase of Forward Contract 26,763 74.6252 08/16/2022
Purchase of Common Stock 16,494 74.5345 08/16/2022
Purchase of Forward Contract 26,779 72.2926 08/17/2022
Sale of Common Stock (26,779) 72.1952 08/17/2022
Purchase of Common Stock 7,749 72.1287 08/17/2022
Purchase of Forward Contract 19,905 72.4627 08/18/2022
Sale of Common Stock (19,905) 72.3862 08/18/2022
Purchase of Common Stock 13,653 72.5654 08/18/2022
Purchase of Common Stock 35,156 69.6012 08/19/2022
Purchase of Forward Contract 33,454 67.0009 08/22/2022
Sale of Common Stock (33,454) 66.9441 08/22/2022
Purchase of Common Stock 27,154 67.0905 08/22/2022
Sale of Common Stock (33,484) 67.2744 08/23/2022
Purchase of Forward Contract 33,484 67.3552 08/23/2022
Purchase of Common Stock 13,400 67.1787 08/23/2022
Sale of Common Stock (22,425) 68.2844 08/25/2022
Purchase of Forward Contract 22,425 68.3640 08/25/2022
Sale of September 2022 Put Option ($60.00 Strike Price)3 (45,000) 1.8421 08/26/2022
Purchase of Common Stock 26,800 65.1933 08/26/2022
Purchase of Forward Contract 26,800 64.5729 08/29/2022
Sale of Common Stock (26,800) 64.4840 08/29/2022
Sale of Forward Contract (820) 67.0905 08/31/2022
Purchase of Forward Contract 815 64.2168 08/31/2022
Purchase of Common Stock 37,807 60.3619 09/01/2022
Sale of Common Stock (37,807) 61.5479 09/02/2022
Purchase of Forward Contract 37,807 61.5770 09/02/2022
Purchase of September 2022 Put Option ($60.00 Strike Price)4 45,000 2.3000 09/02/2022
Sale of September 2022 Put Option ($60.00 Strike Price)5 (45,000) 2.3000 09/02/2022
Purchase of Common Stock 1,081 62.8688 09/06/2022
Purchase of Common Stock 71,122 62.3207 09/06/2022
Purchase of Common Stock 10,050 63.8584 09/07/2022
Purchase of Common Stock 3,578 65.0204 09/07/2022
Purchase of Common Stock 8,355 64.6347 09/07/2022
Purchase of Common Stock 2,010 65.6117 09/08/2022
Purchase of Common Stock 3,698 64.7681 09/08/2022
Purchase of Common Stock 4,275 65.7850 09/08/2022
Purchase of Common Stock 734 65.7392 09/08/2022
Purchase of Common Stock 2,990 65.5262 09/08/2022
Purchase of Common Stock 3,015 70.0994 09/09/2022
Purchase of Common Stock 3,618 70.6000 09/09/2022
Purchase of Common Stock 12,418 69.5509 09/09/2022
Exercise of Forward Contract 376,909 63.9579 09/12/2022
Purchase of Common Stock 28,210 72.3550 09/12/2022
Purchase of Common Stock 20,100 71.3944 09/13/2022
Purchase of Common Stock 38,898 71.5308 09/13/2022
Purchase of Common Stock 22,502 72.1177 09/13/2022
Purchase of Common Stock 8,123 71.4979 09/14/2022
Purchase of Common Stock 20,001 72.1456 09/14/2022
Purchase of Common Stock 455 75.9450 09/15/2022
Purchase of Common Stock 1,856 73.6158 09/15/2022
Purchase of Common Stock 19,234 73.1988 09/16/2022
Purchase of Common Stock 30,521 73.3933 09/16/2022

 

 

CUSIP No. M98068105

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Sale of Forward Contract (10,447) 67.9009 08/04/2022
Sale of Forward Contract (8,215) 68.9105 08/09/2022
Purchase of Common Stock 10,333 78.4279 08/11/2022
Purchase of Common Stock 24,393 77.2051 08/11/2022
Purchase of Common Stock 4,564 77.5373 08/15/2022
Sale of Common Stock (21,371) 74.5639 08/16/2022
Purchase of Forward Contract 21,371 74.6252 08/16/2022
Purchase of Common Stock 13,171 74.5345 08/16/2022
Purchase of Forward Contract 21,383 72.2926 08/17/2022
Sale of Common Stock (21,383) 72.1952 08/17/2022
Purchase of Common Stock 6,188 72.1287 08/17/2022
Purchase of Forward Contract 15,895 72.4627 08/18/2022
Sale of Common Stock (15,895) 72.3862 08/18/2022
Purchase of Common Stock 10,901 72.5654 08/18/2022
Purchase of Common Stock 28,072 69.6012 08/19/2022
Purchase of Forward Contract 26,713 67.0009 08/22/2022
Sale of Common Stock (26,713) 66.9441 08/22/2022
Purchase of Common Stock 21,683 67.0905 08/22/2022
Sale of Common Stock (26,737) 67.2744 08/23/2022
Purchase of Forward Contract 26,737 67.3552 08/23/2022
Purchase of Common Stock 10,700 67.1787 08/23/2022
Sale of Common Stock (17,906) 68.2844 08/25/2022
Purchase of Forward Contract 17,906 68.3640 08/25/2022
Purchase of Common Stock 21,400 65.1933 08/26/2022
Purchase of Forward Contract 21,400 64.5729 08/29/2022
Sale of Common Stock (21,400) 64.4840 08/29/2022
Sale of Forward Contract (624) 67.0905 08/31/2022
Purchase of Forward Contract 651 64.2168 08/31/2022
Purchase of Common Stock 29,061 60.3619 09/01/2022
Sale of Common Stock (29,061) 61.5479 09/02/2022
Purchase of Forward Contract 29,061 61.5770 09/02/2022
Purchase of Common Stock 831 62.8688 09/06/2022
Purchase of Common Stock 54,668 62.3207 09/06/2022
Purchase of Common Stock 7,725 63.8584 09/07/2022
Purchase of Common Stock 2,750 65.0204 09/07/2022
Purchase of Common Stock 6,423 64.6347 09/07/2022
Purchase of Common Stock 1,545 65.6117 09/08/2022
Purchase of Common Stock 2,843 64.7681 09/08/2022
Purchase of Common Stock 3,286 65.7850 09/08/2022
Purchase of Common Stock 564 65.7392 09/08/2022
Purchase of Common Stock 2,298 65.5262 09/08/2022
Purchase of Common Stock 2,317 70.0994 09/09/2022
Purchase of Common Stock 2,781 70.6000 09/09/2022
Purchase of Common Stock 9,545 69.5509 09/09/2022
Exercise of Forward Contract 297,701 72.0867 09/12/2022
Purchase of Common Stock 21,684 72.3550 09/12/2022
Purchase of Common Stock 15,450 71.3944 09/13/2022
Purchase of Common Stock 29,899 71.5308 09/13/2022
Purchase of Common Stock 17,297 72.1177 09/13/2022
Purchase of Common Stock 6,243 71.4979 09/14/2022
Purchase of Common Stock 15,373 72.1456 09/14/2022
Purchase of Common Stock 350 75.9450 09/15/2022
Purchase of Common Stock 1,426 73.6158 09/15/2022
Purchase of Common Stock 14,785 73.1988 09/16/2022
Purchase of Common Stock 23,460 73.3933 09/16/2022

 

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1 Represents Shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $45.00 per Share and expired worthless pursuant to their terms on August 19, 2022.

2 Represents Shares underlying American-style call options sold short in the over the counter market. These call options had an exercise price of $80.00 per Share and expired worthless pursuant to their terms on August 19, 2022.

3 Represents Shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $60.00 per Share and would have expired on September 16, 2022.

4 Represents Shares underlying American-style put options purchased in the over the counter market to cover a short. These put options had an exercise price of $60.00 per Share and would have expired on September 16, 2022.

5 Represents Shares underlying European-style put options sold short in the over the counter market. These put options had an exercise price of $60.00 per Share and expired worthless pursuant to their terms on September 16, 2022.