UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Marvell Technology Group Ltd.
(Name
of Issuer)
Common Stock,
$0.002 par value per share
(Title of Class of Securities)
G5876H105
(CUSIP Number)
JEFFREY
C. SMITH
STARBOARD
VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
STEVE WOLOSKY, 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)
October 22, 2018
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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38,530,786 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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38,530,786 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,530,786* |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.9% |
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TYPE OF REPORTING PERSON |
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PN |
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* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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13,942,409 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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13,942,409 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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13,942,409* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.1% |
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TYPE OF REPORTING PERSON |
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CO |
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* Includes 446,918 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY S LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,788,471 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,788,471 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,788,471 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY C LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,023,203 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,023,203 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,023,203 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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3,829,943 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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3,829,943 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,829,943 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE R GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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3,829,943 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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3,829,943 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,829,943 |
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12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD LEADERS JULIET LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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WC |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
9,760,028 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
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|
REPORTING |
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|
- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
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9,760,028 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
9,760,028* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
* Includes 449,783 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
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|
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|
|
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1 |
|
NAME OF REPORTING PERSON |
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|
STARBOARD LEADERS FUND LP |
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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 |
|
|
|
|
9,760,028 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
9,760,028 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
9,760,028* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
* Includes 449,783 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT II 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 |
|
|
|
|
3,975,755 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,975,755 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,975,755* |
|
|
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 2,200,000 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT II 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 |
|
|
|
|
3,975,755 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,975,755 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,975,755* |
|
|
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 2,200,000 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD LEADERS SELECT FUND 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 |
|
|
|
|
3,975,755 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,975,755 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,975,755* |
|
|
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 2,200,000 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD T FUND 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 |
|
|
|
|
2,883,842 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,883,842 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,883,842 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE A 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 |
|
|
|
|
16,619,625 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
16,619,625 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
16,619,625* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
2.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
* Includes 2,649,783 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE A 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 |
|
|
|
|
16,619,625 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
16,619,625 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
16,619,625* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
2.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
* Includes 2,649,783 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD P FUND 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 |
|
|
|
|
2,806,740 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,806,740 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,806,740 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
STARBOARD VALUE P 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 |
|
|
|
|
2,806,740 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
2,806,740 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,806,740 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
38,530,786 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
38,530,786 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
38,530,786* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
38,530,786 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
38,530,786 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
38,530,786* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
38,530,786 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
38,530,786 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
38,530,786* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
38,530,786 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
38,530,786 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
38,530,786* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
MARK R. MITCHELL |
|
|
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 |
|
|
|
|
38,530,786 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
38,530,786 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
38,530,786* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
33,204 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
38,530,786 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
33,204 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
38,530,786 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
38,563,990* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
5.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
* Includes 3,096,701 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
and restated to read as follows:
(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 Leaders Juliet LLC, a Delaware limited liability company (“Starboard Juliet LLC”),
with respect to the Shares directly and beneficially owned by it; |
| (v) | Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Juliet
LLC; |
| (vi) | Starboard Leaders Select II LP, a Delaware limited partnership (“Starboard Select II LP”),
with respect to the Shares directly and beneficially owned by it; |
| (vii) | Starboard Leaders Select II GP LLC (“Starboard Select II GP”), as the general partner
of Starboard Select II LP; |
| (viii) | Starboard Leaders Select Fund LP (“Starboard Select Fund”), as the sole member of Starboard
Select II GP; |
| (ix) | Starboard T Fund LP, a Delaware limited partnership (“Starboard T LP”), with respect
to the Shares directly and beneficially owned by it; |
| (x) | Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders
Fund, Starboard Select Fund and Starboard T LP and the managing member of Starboard Juliet LLC; |
| (xi) | Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A
LP; |
| (xii) | Starboard P Fund LP, a Cayman Islands limited partnership (“Starboard P LP”), with
respect to the Shares directly and beneficially owned by it; |
| (xiii) | Starboard Value P GP LLC (“Starboard P GP”), as the general partner of Starboard P
LP; |
| (xiv) | Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP and
the sole member of Starboard P GP; |
| (xv) | Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R
LP; |
| (xvi) | Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard
Juliet LLC, Starboard Select II LP, Starboard T LP, Starboard P LP, Starboard Leaders Fund, Starboard Select Fund and of a certain
managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC; |
| (xvii) | Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard
Value LP; |
| (xviii) | Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; |
| (xix) | Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal
Co; |
| (xx) | 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; |
| (xxi) | Mark R. Mitchell, 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 |
| (xxii) | Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee
of Starboard Value GP and the Management Committee of Principal GP. |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Juliet LLC,
Starboard Leaders Fund, Starboard Select II LP, Starboard Select II GP, Starboard Select Fund, Starboard T LP, Starboard A LP,
Starboard A GP, Starboard P GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell
and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Starboard
V&O Fund and Starboard P LP is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers
and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A to the
Schedule 13D 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 Juliet LLC, Starboard Select II LP, Starboard
T LP, and Starboard P LP have been formed for the purpose of investing in securities and engaging in all related activities and
transactions. The principal business of each of Starboard Leaders Fund and Starboard Select Fund is serving as a private
investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager
of Starboard V&O Fund, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP, Starboard P LP, Starboard
Leaders Fund, Starboard Select Fund and the Starboard Value LP Account and the manager of Starboard S LLC. The principal
business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving
as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory
and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general
partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the
general partner of Starboard R LP. Starboard Select II GP serves as the general partner of Starboard Select II LP. Starboard A
LP serves as the general partner of Starboard Leaders Fund, Starboard Select Fund and Starboard T LP and the managing member of
Starboard Juliet LLC. Starboard A GP serves as the general partner of Starboard A LP. Starboard P GP serves as the general partner
of Starboard P LP. Messrs. Smith, Mitchell 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 to the Schedule 13D, 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 to the Schedule 13D, 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, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the
Schedule 13D is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP, Starboard T LP,
and Starboard P LP, and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise
noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 13,495,491 Shares
beneficially owned by Starboard V&O Fund is approximately $114,184,450, excluding brokerage commissions. The aggregate purchase
price of the entered into over-the-counter forward purchase contract providing for the purchase of 446,918 Shares by Starboard
V&O Fund is approximately $7,837,422, excluding brokerage commissions. The aggregate purchase price of the 1,788,471 Shares
beneficially owned by Starboard S LLC is approximately $16,972,456, excluding brokerage commissions. The aggregate purchase price
of the 1,023,203 Shares beneficially owned by Starboard C LP is approximately $10,017,322, excluding brokerage commissions. The
aggregate purchase price of the 9,310,245 Shares beneficially owned by Starboard Juliet LLC is approximately $76,534,955, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for
the purchase of 449,783 Shares by Starboard Juliet LLC is approximately $8,390,865, excluding brokerage commissions. The aggregate
purchase price of the 1,775,755 Shares beneficially owned by Starboard Select II LP is approximately $14,605,809, excluding brokerage
commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase
of 2,200,000 Shares by Starboard Select II LP is approximately $40,517,510, excluding brokerage commissions. The aggregate purchase
price of the 2,883,842 Shares beneficially owned by Starboard T LP is approximately $24,054,941, excluding brokerage commissions.
The aggregate purchase price of the 2,806,740 Shares beneficially owned by Starboard P LP is approximately $49,670,906, excluding
brokerage commissions. The aggregate purchase price of the 2,350,338 Shares held in the Starboard Value LP Account is approximately
$26,156,688, excluding brokerage commissions.
The 33,204 Shares
beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On October 24, 2018,
at the Capitalize for Kids Investors Conference held in Toronto, Canada, the Reporting Persons issued a presentation in connection
with their investment in the Issuer. The presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended
and restated to read as follows:
The aggregate
percentage of Shares reported owned by each person named herein is based upon 658,400,000 Shares outstanding, as of September
5, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on September 12, 2018.
| (a) | As of the close of business on October 24, 2018, Starboard V&O Fund beneficially owned 13,942,409
Shares, including 446,918 Shares underlying certain forward purchase contracts. |
Percentage: Approximately 2.1%
| (b) | 1. Sole power to vote or direct vote: 13,942,409
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,942,409
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 A and are incorporated herein by reference. |
| (a) | As of the close of business on October 24, 2018, Starboard S LLC beneficially owned 1,788,471 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,788,471
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,788,471
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
A and are incorporated herein by reference. |
| (a) | As of the close of business on October 24, 2018, Starboard C LP beneficially owned 1,023,203 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,023,203
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,023,203
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | As of the close of business on October 24, 2018, Starboard Juliet LLC beneficially owned 9,760,028
Shares, including 449,783 Shares underlying certain forward purchase contracts. |
Percentage: Approximately 1.5%
| (b) | 1. Sole power to vote or direct vote: 9,760,028
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,760,028
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Juliet LLC during the past sixty days are set forth
in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Leaders Fund, as a member of Starboard Juliet LLC, may be deemed the beneficial owner
of the 9,760,028 Shares owned by Starboard Juliet LLC. |
Percentage: Approximately 1.5%
| (b) | 1. Sole power to vote or direct vote: 9,760,028
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,760,028
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard
Leaders Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on
behalf of Starboard Juliet LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on October 24, 2018, Starboard Select II LP beneficially owned 3,975,755
Shares, including 2,200,000 Shares underlying certain forward purchase contracts. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,975,755
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,975,755
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Select II LP during the past sixty days are set forth
in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Select II GP, as the general partner of Starboard Select II LP, may be deemed the beneficial
owner of the 3,975,755 Shares owned by Starboard Select II LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,975,755
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,975,755
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard
Select II GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on
behalf of Starboard Select II LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Select Fund, as the sole member of Starboard Select II GP, may be deemed the beneficial
owner of the 3,975,755 Shares owned by Starboard Select II LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,975,755
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,975,755
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard
Select Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on
behalf of Starboard Select II LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on October 24, 2018, Starboard T LP beneficially owned 2,883,842 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,883,842
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,883,842
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard T LP has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the close of business on October 24, 2018, Starboard P LP beneficially owned 2,806,740 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,806,740
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,806,740
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard P LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | Starboard P GP, as the general partner of Starboard P LP, may be deemed the beneficial owner of
the 2,806,740 Shares owned by Starboard P LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,806,740
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,806,740
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard P GP has not entered into any
transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Starboard P LP during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. |
| (a) | Starboard R LP, as the general partner of Starboard C LP and sole member of Starboard P GP, may
be deemed the beneficial owner of the (i) 1,023,203 Shares owned by Starboard C LP and (ii) 2,806,740 Shares owned by Starboard
P LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,829,943
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,829,943
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP and Starboard P LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the (i) 1,023,203 Shares owned by Starboard C LP and (ii) 2,806,740 Shares owned by Starboard P LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,829,943
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,829,943
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 Starboard C LP and Starboard P LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | Starboard A LP, as the general partner of Starboard Leaders Fund, Starboard Select Fund and Starboard
T LP and the managing member of Starboard Juliet LLC, may be deemed the beneficial owner of the (i) 9,760,028 Shares owned by Starboard
Juliet LLC, (ii) 3,975,755 Shares owned by Starboard Select II LP and (iii) 2,883,842 Shares owned by Starboard T LP. |
Percentage: Approximately 2.5%
| (b) | 1. Sole power to vote or direct vote: 16,619,625
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 16,619,625
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard Juliet LLC and Starboard Select II LP during the past sixty days are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of
the (i) 9,760,028 Shares owned by Starboard Juliet LLC, (ii) 3,975,755 Shares owned by Starboard Select II LP and (iii) 2,883,842
Shares owned by Starboard T LP. |
Percentage: Approximately 2.5%
| (b) | 1. Sole power to vote or direct vote: 16,619,625
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 16,619,625
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard A GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard Juliet LLC and Starboard Select II LP during the past sixty days are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on October 24, 2018, 2,350,338 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 Juliet LLC, Starboard
Select II LP, Starboard T LP, Starboard P LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed
the beneficial owner of the (i) 13,942,409 Shares owned by Starboard V&O Fund, (ii) 1,788,471 Shares owned by Starboard S LLC,
(iii) 1,023,203 Shares owned by Starboard C LP, (iv) 9,760,028 Shares owned by Starboard Juliet LLC, (v) 3,975,755 Shares owned
by Starboard Select II LP, (vi) 2,883,842 Shares owned by Starboard T LP, (vii) 2,806,740 Shares owned by Starboard P LP and (viii)
2,350,338 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.9%
| (b) | 1. Sole power to vote or direct vote: 38,530,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 38,530,786
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and
on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select II LP and
Starboard P LP are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 13,942,409 Shares owned by Starboard V&O Fund, (ii) 1,788,471 Shares owned by Starboard S LLC, (iii) 1,023,203
Shares owned by Starboard C LP, (iv) 9,760,028 Shares owned by Starboard Juliet LLC, (v) 3,975,755 Shares owned by Starboard Select
II LP, (vi) 2,883,842 Shares owned by Starboard T LP, (vii) 2,806,740 Shares owned by Starboard P LP and (viii) 2,350,338 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately 5.9%
| (b) | 1. Sole power to vote or direct vote: 38,530,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 38,530,786
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC,
Starboard Select II LP and Starboard P LP and through the Starboard Value LP Account during the past sixty days are set forth in
Schedule A and are incorporated herein by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
13,942,409 Shares owned by Starboard V&O Fund, (ii) 1,788,471 Shares owned by Starboard S LLC, (iii) 1,023,203 Shares owned
by Starboard C LP, (iv) 9,760,028 Shares owned by Starboard Juliet LLC, (v) 3,975,755 Shares owned by Starboard Select II LP, (vi)
2,883,842 Shares owned by Starboard T LP, (vii) 2,806,740 Shares owned by Starboard P LP and (viii) 2,350,338 Shares held in the
Starboard Value LP Account. |
Percentage: Approximately 5.9%
| (b) | 1. Sole power to vote or direct vote: 38,530,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 38,530,786
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC,
Starboard Select II LP and Starboard P LP and through the Starboard Value LP Account during the past sixty days are set forth in
Schedule A and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 13,942,409 Shares owned by Starboard V&O Fund, (ii) 1,788,471 Shares owned by Starboard S LLC, (iii) 1,023,203 Shares owned
by Starboard C LP, (iv) 9,760,028 Shares owned by Starboard Juliet LLC, (v) 3,975,755 Shares owned by Starboard Select II LP, (vi)
2,883,842 Shares owned by Starboard T LP, (vii) 2,806,740 Shares owned by Starboard P LP and (viii) 2,350,338 Shares held in the
Starboard Value LP Account. |
Percentage: Approximately 5.9%
| (b) | 1. Sole power to vote or direct vote: 38,530,786
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 38,530,786
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC,
Starboard Select II LP and Starboard P LP and through the Starboard Value LP Account during the past sixty days are set forth in
Schedule A and are incorporated herein by reference. |
| T. | Messrs. Smith and Mitchell |
| (a) | Each of Messrs. Smith and Mitchell, as a member of Principal GP and as a member of each of the
Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of
(i) 13,942,409 Shares owned by Starboard V&O Fund, (ii) 1,788,471 Shares owned by Starboard S LLC, (iii) 1,023,203 Shares owned
by Starboard C LP, (iv) 9,760,028 Shares owned by Starboard Juliet LLC, (v) 3,975,755 Shares owned by Starboard Select II LP, (vi)
2,883,842 Shares owned by Starboard T LP, (vii) 2,806,740 Shares owned by Starboard P LP and (viii) 2,350,338 Shares held in the
Starboard Value LP Account. |
Percentage: Approximately 5.9%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 38,530,786
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 38,530,786 |
| (c) | None of Messrs. Smith or Mitchell has entered into any transactions in the Shares during the past
sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard
Juliet LLC, Starboard Select II LP and Starboard P LP and through the Starboard Value LP Account during the past sixty days are
set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the date hereof, Mr. Feld beneficially owned 33,204 Shares. Mr. Feld, as a member of Principal
GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may
be deemed the beneficial owner of the (i) 13,942,409 Shares owned by Starboard V&O Fund, (ii) 1,788,471 Shares owned by Starboard
S LLC, (iii) 1,023,203 Shares owned by Starboard C LP, (iv) 9,760,028 Shares owned by Starboard Juliet LLC, (v) 3,975,755 Shares
owned by Starboard Select II LP, (vi) 2,883,842 Shares owned by Starboard T LP, (vii) 2,806,740 Shares owned by Starboard P LP
and (viii) 2,350,338 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.9%
| (b) | 1. Sole power to vote or direct vote: 33,204
2. Shared power to vote or direct vote: 38,530,786
3. Sole power to dispose or direct the disposition: 33,204
4. Shared power to dispose or direct the disposition: 38,530,786 |
| (c) | Mr. Feld has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Juliet LLC, Starboard Select
II LP and Starboard P LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and
are incorporated herein by reference. |
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
Each of Starboard
V&O Fund and Starboard Juliet LLC entered into forward contracts with Morgan Stanley as the counterparty on the dates referenced
in Schedule A providing for the purchase of an aggregate of 446,918 Shares and 449,783 Shares, respectively, having an aggregate
purchase price of approximately $7,837,422, and $8,390,865, respectively (each an “MS Forward Contract”). The MS Forward
Contract entered into by Starboard V&O Fund has a final valuation date of April 13, 2020 and each MS Forward Contract entered
into by Starboard Juliet LLC has a final valuation date of March 13, 2020, however, each of Starboard V&O Fund and Starboard
Juliet LLC has the ability to elect early settlement after serving notice to the counter-party of such intention at least two (2)
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.
Starboard Select II
LP entered into forward contracts with Goldman Sachs as the counterparty on the dates referenced in Schedule A providing for the
purchase of an aggregate of 2,200,000 Shares having an aggregate purchase price of $40,517,510 (each a “GS Forward Contract”).
Each of the GS Forward Contracts has a final valuation date of April 8, 2020, however, Starboard Select II LP has the ability to
elect early settlement after serving notice to Goldman Sachs of such intention at least two (2) scheduled trading days in advance
of the desired early final valuation date. Each of the GS Forward Contracts provides for physical settlement. Until the settlement
date, none of the GS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such
contracts relate.
Each of Starboard
V&O Fund, Starboard S LLC and Starboard C LP sold short in the over the counter market American-style put options referencing
an aggregate of 3,799,800 Shares, 508,800 Shares and 291,400 Shares, respectively, which have an exercise price of $16.00 per Share
and expire on January 18, 2018.
On October 24, 2018,
Starboard P LP and Starboard P GP entered into a joinder agreement to that certain Joint Filing Agreement dated as of April 27,
2016 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 R GP LLC, Starboard Leaders Juliet LLC, Starboard Leaders Fund LP, Starboard Leaders
Select II LP, Starboard Leaders Select II GP LLC, Starboard Leaders Select Fund LP, Starboard T Fund LP, Starboard Value A LP,
Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC,
Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, pursuant to which each of Starboard P LP and Starboard P GP agreed to be
bound by the terms and conditions set forth therein, including, the joint filing on behalf of each of them of statements on Schedule
13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the joinder agreement is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. A copy of the Joint Filing Agreement was filed as Exhibit 99.2 to Amendment
No. 1 to the Schedule 13D.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibits:
| 99.1 | Joinder Agreement dated October 24, 2018 to the Joint Filing Agreement. |
| 99.2 | Presentation, dated October 24, 2018. |
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: October 24, 2018
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 LEADERS JULIET LLC
By: Starboard Value A LP,
its managing member
Starboard Leaders Fund LP
By: Starboard Value A LP,
its general partner
Starboard Leaders Select
II LP
By: Starboard Leaders Select II GP LLC,
its general partner
Starboard Leaders Select
Fund LP
By: Starboard Value A LP,
its general partner
|
|
Starboard T Fund LP
By: Starboard Value A LP,
its general partner
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
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 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 A GP LLC
Starboard Value R GP LLC
Starboard Leaders Select
II 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 Mark R. Mitchell and Peter
A. Feld
|
SCHEDULE A
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
Purchase of Forward Contract |
446,918 |
17.5366 |
10/11/2018 |
Sale of Put Option |
(25,607)* |
0.4100 |
10/17/2018 |
Sale of Put Option |
(12,391)* |
0.6300 |
10/22/2018 |
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Common Stock |
21,465 |
18.5338 |
09/13/2018 |
Purchase of Common Stock |
59,838 |
17.5366 |
10/11/2018 |
Purchase of Common Stock |
118,799 |
17.6417 |
10/11/2018 |
Sale of Put Option |
(3,429)* |
0.4100 |
10/17/2018 |
Sale of Put Option |
(1,659)* |
0.6300 |
10/22/2018 |
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Common Stock |
42,927 |
18.5338 |
09/13/2018 |
Purchase of Common Stock |
34,282 |
17.5366 |
10/11/2018 |
Purchase of Common Stock |
68,062 |
17.6417 |
10/11/2018 |
Sale of Put Option |
(1,964)* |
0.4100 |
10/17/2018 |
Sale of Put Option |
(950)* |
0.6300 |
10/22/2018 |
STARBOARD LEADERS JULIET LLC
Purchase of Forward Contract |
40,029 |
18.5338 |
09/13/2018 |
Purchase of Forward Contract |
158,453 |
18.5338 |
09/13/2018 |
Purchase of Forward Contract |
46,850 |
18.8507 |
09/14/2018 |
Purchase of Forward Contract |
185,457 |
18.8507 |
09/14/2018 |
Purchase of Forward Contract |
1,462 |
17.5366 |
10/11/2018 |
Purchase of Forward Contract |
17,532 |
17.5366 |
10/11/2018 |
Starboard
LEADERS SELECT II LP
Purchase of Common Stock |
79,576 |
18.5338 |
09/13/2018 |
Purchase of Common Stock |
93,138 |
18.8507 |
09/14/2018 |
Purchase of Forward Contract |
1,100,000 |
18.3830 |
10/08/2018 |
Sale of Common Stock |
(1,100,000) |
18.3660 |
10/08/2018 |
Purchase of Forward Contract |
1,100,000 |
18.4511 |
10/09/2018 |
Sale of Common Stock |
(500,000) |
18.5222 |
10/09/2018 |
Sale of Common Stock |
(600,000) |
18.3862 |
10/09/2018 |
Purchase of Common Stock |
4,280 |
17.6417 |
10/11/2018 |
Purchase of Common Stock |
6,460 |
17.5366 |
10/11/2018 |
* Represents shares underlying
American-style put options sold short in the over the counter market. These put options have an exercise price of $16.00 per share
and expire on January 18, 2019.
Starboard
P Fund LP
Purchase of Common Stock |
895,510 |
17.6417 |
10/11/2018 |
Purchase of Common Stock |
1,351,230 |
17.5366 |
10/11/2018 |
Purchase of Common Stock |
350,000 |
18.1271 |
10/12/2018 |
Purchase of Common Stock |
210,000 |
18.2482 |
10/15/2018 |
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Purchase of Common Stock |
157,550 |
18.5338 |
09/13/2018 |
Purchase of Common Stock |
174,555 |
18.8507 |
09/14/2018 |
Purchase of Common Stock |
82,278 |
17.5366 |
10/11/2018 |
Purchase of Common Stock |
163,349 |
17.6417 |
10/11/2018 |
EX-99.1
2
ex991to13da506297169_102418.htm
JOINDER AGREEMENT TO THE JOINT FILING AGREEMENT
Exhibit 99.1
JOINDER AGREEMENT
This JOINDER
AGREEMENT (the “Joinder”) is dated as of October 24, 2018 by and between Starboard Value and Opportunity Master
Fund Ltd, a Cayman Islands exempted company, Starboard Value and Opportunity S LLC, a Delaware limited liability company,
Starboard Value and Opportunity C LP, a Delaware limited partnership, Starboard Value R LP, a Delaware limited partnership,
Starboard Value R GP LLC, a Delaware limited liability company, Starboard Leaders Juliet LLC, a Delaware limited liability
company, Starboard Leaders Fund LP, a Delaware limited partnership, Starboard Leaders Select II LP, a Delaware limited
partnership, Starboard Leaders Select II GP LLC, a Delaware limited liability company, Starboard Leaders Select Fund LP, a
Delaware limited partnership, Starboard T Fund LP, a Delaware limited partnership, Starboard Value A LP, a Delaware limited
partnership, Starboard Value A GP LLC, a Delaware limited liability company, Starboard Value LP, a Delaware limited
partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited
partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Jeffrey C. Smith, Mark R. Mitchell, and
Peter A. Feld (collectively, the “Existing Members”) and Starboard P Fund LP, a Cayman Islands
limited partnership, and Starboard Value P GP LLC, a Delaware limited liability company (the “New Members”).
WHEREAS, the Existing Members are parties
to that certain Joint Filing Agreement dated as of April 27, 2016 (the “Agreement”), pursuant to which the Existing
Members agreed to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto)
with respect to the shares of Common Shares, $0.002 par value, of Marvell Technology Group Ltd., a Bermuda corporation; and
WHEREAS, the New Members desire to join
the group formed by the Existing Members.
NOW, THEREFORE,
in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby
agree as follows:
1.
Effective immediately, each of the New Members is joined as a party to the Agreement.
2.
Each of the New Members agrees to be bound by the terms of the Agreement, the terms of which are incorporated herein and
made a part hereof.
3.
This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signature page on
next page]
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 LEADERS JULIET LLC
By: Starboard Value A LP,
its managing member
Starboard Leaders Fund LP
By: Starboard Value A LP,
its general partner
Starboard Leaders Select
II LP
By: Starboard Leaders Select II GP LLC,
its general partner
Starboard Leaders Select
Fund LP
By: Starboard Value A LP,
its general partner
|
|
Starboard T Fund LP
By: Starboard Value A LP,
its general partner
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
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 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 A GP LLC
Starboard Value R GP LLC
Starboard Leaders Select
II 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 Mark R. Mitchell and Peter
A. Feld
|
This regulatory filing also includes additional resources:
ex992to13da506297169_102418.pdf
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