0000921895-20-000941.txt : 20200330 0000921895-20-000941.hdr.sgml : 20200330 20200330171616 ACCESSION NUMBER: 0000921895-20-000941 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200330 DATE AS OF CHANGE: 20200330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMVAULT SYSTEMS INC CENTRAL INDEX KEY: 0001169561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82187 FILM NUMBER: 20758324 BUSINESS ADDRESS: STREET 1: 1 COMMVAULT WAY CITY: TINTON FALLS STATE: NJ ZIP: 07724 BUSINESS PHONE: 732-870-4000 MAIL ADDRESS: STREET 1: 1 COMMVAULT WAY CITY: TINTON FALLS STATE: NJ ZIP: 07724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 sc13d06297167_03302020.htm THE SCHEDULE 13D

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

Commvault Systems, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

204166102

(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)

 

March 20, 2020

(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. 204166102

  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         4,329,256  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,329,256  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,329,256  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 204166102

  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         2,795,442  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,795,442  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,795,442  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.0%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP No. 204166102

 

  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         411,745  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          411,745  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        411,745  
  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. 204166102

 

  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         240,679  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          240,679  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        240,679  
  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. 204166102

 

  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         240,679  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          240,679  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        240,679  
  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. 204166102

 

  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         464,826  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          464,826  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        464,826  
  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  

  

7

CUSIP No. 204166102

 

  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         224,147  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          224,147  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        224,147  
  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  

  

8

CUSIP No. 204166102

 

  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         224,147  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          224,147  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        224,147  
  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  

  

9

CUSIP No. 204166102

 

  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         4,329,256  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,329,256  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,329,256  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

10

CUSIP No. 204166102

 

  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         4,329,256  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,329,256  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,329,256  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

11

CUSIP No. 204166102

 

  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         4,329,256  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,329,256  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,329,256  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

12

CUSIP No. 204166102

 

  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         4,329,256  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,329,256  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,329,256  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13

CUSIP No. 204166102

 

  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         4,329,256  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,329,256  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,329,256  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

14

CUSIP No. 204166102

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

Item 1.Security and Issuer.

This statement relates to Common Stock, $0.01 par value per share (the “Shares”), of Commvault Systems, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1 Commvault Way, Tinton Falls, New Jersey 07724.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(viii)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(ix)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(x)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xi)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
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CUSIP No. 204166102

(xii)Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
(xiii)Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

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

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

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

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

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

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

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

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.

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CUSIP No. 204166102

The aggregate purchase price of the 2,795,442 Shares beneficially owned by Starboard V&O Fund is approximately $99,602,174, excluding brokerage commissions. The aggregate purchase price of the 411,745 Shares beneficially owned by Starboard S LLC is approximately $14,672,852, excluding brokerage commissions. The aggregate purchase price of the 240,679 Shares beneficially owned by Starboard C LP is approximately $8,576,096, excluding brokerage commissions. The aggregate purchase price of the 224,147 Shares beneficially owned by Starboard L Master is approximately $7,989,516, excluding brokerage commissions. The aggregate purchase price of the 657,243 Shares held in the Starboard Value LP Account is approximately $23,057,395, 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.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 46,601,042 Shares outstanding, as of January 30, 2020, 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 January 31, 2020.

A.Starboard V&O Fund
(a)As of the close of business on March 27, 2020, Starboard V&O Fund beneficially owned 2,795,442 Shares.

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CUSIP No. 204166102

Percentage: Approximately 6.0%

(b)1. Sole power to vote or direct vote: 2,795,442
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,795,442
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 March 27, 2020, Starboard S LLC beneficially owned 411,745 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 411,745
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 411,745
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 March 27, 2020, Starboard C LP beneficially owned 240,679 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 240,679
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 240,679
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
D.Starboard R LP
(a)Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 240,679 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 240,679
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 240,679
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. 204166102

(c)Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Starboard R GP
(a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 240,679 Shares owned by Starboard C LP and (ii) 224,147 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 464,826
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 464,826
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
F.Starboard L Master
(a)As of the close of business on March 27, 2020, Starboard L Master beneficially owned 224,147 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 224,147
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 224,147
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 224,147 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 224,147
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 224,147
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. 204166102

(c)Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H.Starboard Value LP
(a)As of the close of business on March 27, 2020, 657,243 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, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,795,442 Shares owned by Starboard V&O Fund, (ii) 411,745 Shares owned by Starboard S LLC, (iii) 240,679 Shares owned by Starboard C LP, (iv) 224,147 Shares owned by Starboard L Master, and (v) 657,243 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.3%

(b)1. Sole power to vote or direct vote: 4,329,256
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,329,256
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,795,442 Shares owned by Starboard V&O Fund, (ii) 411,745 Shares owned by Starboard S LLC, (iii) 240,679 Shares owned by Starboard C LP, (iv) 224,147 Shares owned by Starboard L Master and (v) 657,243 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.3%

(b)1. Sole power to vote or direct vote: 4,329,256
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,329,256
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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CUSIP No. 204166102

J.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,795,442 Shares owned by Starboard V&O Fund, (ii) 411,745 Shares owned by Starboard S LLC, (iii) 240,679 Shares owned by Starboard C LP, (iv) 224,147 Shares owned by Starboard L Master and (v) 657,243 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.3%

(b)1. Sole power to vote or direct vote: 4,329,256
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,329,256
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,795,442 Shares owned by Starboard V&O Fund, (ii) 411,745 Shares owned by Starboard S LLC, (iii) 240,679 Shares owned by Starboard C LP, (iv) 224,147 Shares owned by Starboard L Master and (v) 657,243 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.3%

(b)1. Sole power to vote or direct vote: 4,329,256
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,329,256
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 L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L.Messrs. Smith and Feld
(a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,795,442 Shares owned by Starboard V&O Fund, (ii) 411,745 Shares owned by Starboard S LLC, (iii) 240,679 Shares owned by Starboard C LP, (iv) 224,147 Shares owned by Starboard L Master and (v) 657,243 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,329,256
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,329,256

 

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CUSIP No. 204166102

(c)None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

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

On March 30, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated March 30, 2020.
99.2Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated June 5, 2019.

 

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CUSIP No. 204166102

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: March 30, 2020

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard Value and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

 

 

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value R GP LLC

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 

/s/ Jeffrey C. Smith

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

 

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CUSIP No. 204166102

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       
Patrick Agemian Director Director of Global Funds Management, Ltd.

PO Box 10034, Buckingham Square

2nd Floor

720A West Bay Road

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Kenneth R. Marlin

Director

Chief Financial Officer, Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

United States of America
       

Don Seymour

Director

Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

Cayman Islands

 

CUSIP No. 204166102

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 Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (34,800) 47.5000 02/14/2020
Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (113,600) 47.5000 02/21/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (151,400)1 0.7127 02/28/2020
Purchase of Forward Contract 88,620 40.8638 02/28/2020
Purchase of Forward Contract 70,290 40.6159 03/02/2020
Purchase of Forward Contract 63,900 41.3851 03/03/2020
Purchase of Forward Contract 63,900 41.9733 03/04/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (152,300)1 0.7070 03/05/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (76,200)1 0.6243 03/06/2020
Purchase of Forward Contract 191,700 38.6689 03/09/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (152,300)2 1.0000 03/10/2020
Purchase of Common Stock 1,000 34.8566 03/11/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (152,300)2 2.0151 03/11/2020
Purchase of Forward Contract 79,875 35.3578 03/11/2020
Purchase of Forward Contract 127,800 32.5831 03/12/2020
Purchase of Forward Contract 111,825 33.5645 03/13/2020
Purchase of Forward Contract 63,900 32.5456 03/16/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 9,000 37.5000 03/17/2020
Purchase of Forward Contract 19,170 30.9665 03/17/2020
Purchase of Common Stock 15,432 30.0550 03/18/2020
Purchase of Common Stock 15,432 30.0550 03/18/2020
Purchase of Common Stock 104,339 28.1625 03/18/2020
Purchase of Common Stock 104,339 28.1625 03/18/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 225,100 37.5000 03/18/2020
Purchase of Forward Contract 22,365 27.5672 03/18/2020
Purchase of Common Stock 32,110 29.9816 03/19/2020
Purchase of Common Stock 32,110 29.9816 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 70,300 35.0000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 6,900 37.5000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 234,300 35.0000 03/20/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 138,900 37.5000 03/20/2020
Purchase of Common Stock 60,537 30.8575 03/20/2020
Purchase of Common Stock 60,537 30.8575 03/20/2020
Purchase of Common Stock 855 33.3400 03/23/2020
Purchase of Common Stock 24,842 33.7788 03/23/2020
Purchase of Common Stock 12,613 36.5962 03/24/2020
Purchase of Common Stock 12,613 36.5962 03/24/2020
Purchase of Common Stock 26,007 35.4504 03/25/2020
Purchase of Common Stock 26,007 35.4504 03/25/2020
Purchase of Common Stock 119,510 36.6534 03/25/2020
Purchase of Common Stock 119,509 36.6534 03/25/2020
Purchase of Common Stock 3,195 38.0675 03/26/2020
Purchase of Common Stock 3,195 38.0675 03/26/2020
Purchase of Common Stock 80,882 37.5075 03/26/2020
Purchase of Common Stock 80,882 37.5075 03/26/2020
Exercise of Forward Contract 903,345 36.8493 03/27/2020
Purchase of Common Stock 24,000 38.2100 03/27/2020
Purchase of Common Stock 24,000 38.2100 03/27/2020
Purchase of Common Stock 111,825 37.4073 03/27/2020
Purchase of Common Stock 111,826 37.4073 03/27/2020

 

Starboard Value and Opportunity S LLC

 

Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (8,200) 47.5000 02/14/2020
Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (16,100) 47.5000 02/21/2020
Sale of March 2020 Put Option ($37.500 Strike Price) (22,700)1 0.7127 02/28/2020
Purchase of Forward Contract 13,300 40.8638 02/28/2020
Purchase of Forward Contract 10,340 40.6159 03/02/2020
Purchase of Forward Contract 9,400 41.3851 03/03/2020
Purchase of Forward Contract 9,400 41.9733 03/04/2020
Sale of March 2020 Put Option ($37.500 Strike Price) (22,400)1 0.7070 03/05/2020
Sale of March 2020 Put Option ($37.500 Strike Price) (11,200)1 0.6243 03/06/2020
Purchase of Forward Contract 28,200 38.6689 03/09/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (22,400)2 1.0000 03/10/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (22,400)2 2.0151 03/11/2020
Purchase of Forward Contract 11,750 35.3578 03/11/2020
Purchase of Forward Contract 18,800 32.5831 03/12/2020
Purchase of Forward Contract 16,450 33.5645 03/13/2020
Purchase of Forward Contract 9,400 32.5456 03/16/2020
Purchase of Forward Contract 2,820 30.9665 03/17/2020
Purchase of Common Stock 4,540 30.0550 03/18/2020
Purchase of Common Stock 30,698 28.1625 03/18/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 26,900 37.5000 03/18/2020
Purchase of Forward Contract 3,290 27.5672 03/18/2020
Purchase of Common Stock 9,447 29.9816 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 10,200 35.0000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 500 37.5000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 34,600 35.0000 03/20/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 28,900 37.5000 03/20/2020
Purchase of Common Stock 17,810 30.8575 03/20/2020
Purchase of Common Stock 126 33.3400 03/23/2020
Purchase of Common Stock 3,654 33.7788 03/23/2020
Purchase of Common Stock 3,711 36.5962 03/24/2020
Purchase of Common Stock 7,652 35.4504 03/25/2020
Purchase of Common Stock 35,161 36.6534 03/25/2020
Purchase of Common Stock 940 38.0675 03/26/2020
Purchase of Common Stock 23,796 37.5075 03/26/2020
Exercise of Forward Contract 133,150 36.8574 03/27/2020
Purchase of Common Stock 7,061 38.2100 03/27/2020
Purchase of Common Stock 32,899 37.4073 03/27/2020

 

Starboard Value and Opportunity C LP

 

Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (100) 47.5000 02/14/2020
Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (13,900) 47.5000 02/21/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (13,200)1 0.7127 02/28/2020
Purchase of Forward Contract 7,700 40.8638 02/28/2020
Purchase of Forward Contract 6,050 40.6159 03/02/2020
Purchase of Forward Contract 5,500 41.3851 03/03/2020
Purchase of Forward Contract 5,500 41.9733 03/04/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (13,100)1 0.7070 03/05/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (6,500)1 0.6243 03/06/2020
Purchase of Forward Contract 16,500 38.6689 03/09/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (13,100)2 1.0000 03/10/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (13,100)2 2.0151 03/11/2020
Purchase of Forward Contract 6,875 35.3578 03/11/2020
Purchase of Forward Contract 11,000 32.5831 03/12/2020
Purchase of Forward Contract 9,625 33.5645 03/13/2020
Purchase of Forward Contract 5,500 32.5456 03/16/2020
Purchase of Forward Contract 1,650 30.9665 03/17/2020
Purchase of Common Stock 2,657 30.0550 03/18/2020
Purchase of Common Stock 17,961 28.1625 03/18/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 26,500 37.5000 03/18/2020
Purchase of Forward Contract 1,925 27.5672 03/18/2020
Purchase of Common Stock 5,527 29.9816 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 7,300 35.0000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 18,900 35.0000 03/20/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 6,300 37.5000 03/20/2020
Purchase of Common Stock 10,421 30.8575 03/20/2020
Purchase of Common Stock 74 33.3400 03/23/2020
Purchase of Common Stock 2,138 33.7788 03/23/2020
Purchase of Common Stock 2,171 36.5962 03/24/2020
Purchase of Common Stock 4,477 35.4504 03/25/2020
Purchase of Common Stock 20,573 36.6534 03/25/2020
Purchase of Common Stock 550 38.0675 03/26/2020
Purchase of Common Stock 13,923 37.5075 03/26/2020
Exercise of Forward Contract 77,825 36.8531 03/27/2020
Purchase of Common Stock 4,132 38.2100 03/27/2020
Purchase of Common Stock 19,250 37.4073 03/27/2020

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (3,100) 47.5000 02/14/2020
Sale of Common Stock Upon Assignment of February 2020 Call Option ($47.50 Strike Price) (10,200) 47.5000 02/21/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (12,700)1 0.7127 02/28/2020
Purchase of Forward Contract 7,420 40.8638 02/28/2020
Purchase of Forward Contract 5,610 40.6159 03/02/2020
Purchase of Forward Contract 5,100 41.3851 03/03/2020
Purchase of Forward Contract 5,100 41.9733 03/04/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (12,200)1 0.7070 03/05/2020
Sale of March 2020 Put Option ($37.50 Strike Price) (6,100)1 0.6243 03/06/2020
Purchase of Forward Contract 15,300 38.6689 03/09/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (12,200)2 1.0000 03/10/2020
Sale of March 2020 Put Option ($35.00 Strike Price) (12,200)2 2.0151 03/11/2020
Purchase of Forward Contract 6,375 35.3578 03/11/2020
Purchase of Forward Contract 10,200 32.5831 03/12/2020
Purchase of Forward Contract 8,925 33.5645 03/13/2020
Purchase of Forward Contract 5,100 32.5456 03/16/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 700 37.5000 03/17/2020
Purchase of Forward Contract 1,530 30.9665 03/17/2020
Purchase of Common Stock 2,463 30.0550 03/18/2020
Purchase of Common Stock 16,655 28.1625 03/18/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 18,400 37.5000 03/18/2020
Purchase of Forward Contract 1,785 27.5672 03/18/2020
Purchase of Common Stock 5,126 29.9816 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 5,600 35.0000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 600 37.5000 03/19/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($35.00 Strike Price) 18,800 35.0000 03/20/2020
Acquisition of Common Stock Upon Assignment of March 2020 Put Option ($37.50 Strike Price) 11,300 37.5000 03/20/2020
Purchase of Common Stock 9,663 30.8575 03/20/2020
Purchase of Common Stock 68 33.3400 03/23/2020
Purchase of Common Stock 1,983 33.7788 03/23/2020
Purchase of Common Stock 2,013 36.5962 03/24/2020
Purchase of Common Stock 4,152 35.4504 03/25/2020
Purchase of Common Stock 19,077 36.6534 03/25/2020
Purchase of Common Stock 510 38.0675 03/26/2020
Purchase of Common Stock 12,911 37.5075 03/26/2020
Exercise of Forward Contract 72,445 36.8688 03/27/2020
Purchase of Common Stock 3,831 38.2100 03/27/2020
Purchase of Common Stock 17,850 37.4073 03/27/2020

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Forward Contract 22,960 40.8638 02/28/2020
Purchase of Forward Contract 17,710 40.6159 03/02/2020
Purchase of Forward Contract 16,100 41.3851 03/03/2020
Purchase of Forward Contract 16,100 41.9733 03/04/2020
Purchase of Forward Contract 48,300 38.6689 03/09/2020
Purchase of Forward Contract 20,125 35.3578 03/11/2020
Purchase of Forward Contract 32,200 32.5831 03/12/2020
Purchase of Forward Contract 28,175 33.5645 03/13/2020
Purchase of Forward Contract 16,100 32.5456 03/16/2020
Purchase of Forward Contract 4,830 30.9665 03/17/2020
Purchase of Common Stock 7,776 30.0550 03/18/2020
Purchase of Common Stock 52,578 28.1625 03/18/2020
Purchase of Forward Contract 5,635 27.5672 03/18/2020
Purchase of Common Stock 16,180 29.9816 03/19/2020
Purchase of Common Stock 30,505 30.8575 03/20/2020
Purchase of Common Stock 4,377 33.3400 03/23/2020
Purchase of Common Stock 127,097 33.7788 03/23/2020
Purchase of Common Stock 6,356 36.5962 03/24/2020
Purchase of Common Stock 13,105 35.4504 03/25/2020
Purchase of Common Stock 60,222 36.6534 03/25/2020
Purchase of Common Stock 1,610 38.0675 03/26/2020
Purchase of Common Stock 40,758 37.5075 03/26/2020
Exercise of Forward Contract 228,235 36.8606 03/27/2020
Purchase of Common Stock 12,094 38.2100 03/27/2020
Purchase of Common Stock 56,350 37.4073 03/27/2020

 


1 Represents shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $37.50 per share and an expiration date of March 20, 2020.

2 Represents shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $35.00 per share and an expiration date of March 20, 2020.

EX-99.1 2 ex991to13d06297167_03302020.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree 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 Stock, $0.01 par value per share, of Commvault Systems, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: March 30, 2020

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard Value and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

 

 

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value R GP LLC

 

 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 

/s/ Jeffrey C. Smith

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

 

EX-99.2 3 ex992to13d06297167_03302020.htm POWER OF ATTORNEY

Exhibit 99.2

 

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

 

Date: June 5, 2019  
   
   

/s/ Jeffrey C. Smith

 
Jeffrey C. Smith  

 

 

/s/ Peter A. Feld

 
Peter A. Feld