0000899243-22-002539.txt : 20220119 0000899243-22-002539.hdr.sgml : 20220119 20220119203707 ACCESSION NUMBER: 0000899243-22-002539 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220114 FILED AS OF DATE: 20220119 DATE AS OF CHANGE: 20220119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39496 FILM NUMBER: 22540370 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cyxtera Technologies, Inc. CENTRAL INDEX KEY: 0001794905 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 843743013 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2333 PONCE DE LEON BOULEVARD, SUITE 900 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305-537-9500 MAIL ADDRESS: STREET 1: 2333 PONCE DE LEON BOULEVARD, SUITE 900 CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: STARBOARD VALUE ACQUISITION CORP. DATE OF NAME CHANGE: 20191122 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-01-14 0 0001794905 Cyxtera Technologies, Inc. CYXT 0001362697 Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 1 0 1 0 Class A common stock 2022-01-14 4 M 0 491256 A 17017571 I By Starboard Value LP Warrants 2022-01-14 4 M 0 1853813 D Class A common stock 1853813 0 I By Starboard Value LP Optional Shares Class A common stock 3750000 3750000 I By Starboard Value LP Restricted Stock Unit Class A common stock 3273 3273 D In connection with the Cyxtera Technologies, Inc. (the "Issuer") determination to redeem its outstanding warrants, the warrants permit the holder to cashlessly exercise the warrants at the stated rate of 0.265 shares of Class A Common Stock per warrant. Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The warrants became exercisable 12 months from the closing of Starboard Value Acquisition Corp.'s ("SVAC") initial public offering, which closed on September 14, 2020. The warrants would have expired five years after the completion of the business combination between SVAC, Mundo Merger Sub 1, Inc., Mundo Merger Sub 2, LLC, the Issuer and Mundo Holdings, Inc. or earlier upon redemption or liquidation. Each whole warrant would have entitled the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share (subject to adjustment). The option to purchase shares of Class A common stock at a price per share of $10.00 is exercisable by the Starboard Accounts at any time or from time to time during the six months following the day that is the first business day after the consummation of the business combination between Starboard Value Acquisition Corp. and Cyxtera Technologies, Inc., which was consummated on July 29, 2021. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock. The RSUs vest on October 1, 2022 and have no expiration date. The Reporting Person also owns a partial pecuniary interest in SVAC Sponsor LLC through his interest in the Starboard Accounts. /s/ Jeffrey C. Smith 2022-01-19