0000921895-20-002074.txt : 20200805 0000921895-20-002074.hdr.sgml : 20200805 20200804190358 ACCESSION NUMBER: 0000921895-20-002074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200805 DATE AS OF CHANGE: 20200804 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NortonLifeLock Inc. CENTRAL INDEX KEY: 0000849399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770181864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40656 FILM NUMBER: 201074943 BUSINESS ADDRESS: STREET 1: 60 E RIO SALADO PARKWAY STREET 2: SUITE 1000 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 650-527-2900 MAIL ADDRESS: STREET 1: 60 E RIO SALADO PARKWAY STREET 2: SUITE 1000 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: SYMANTEC CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 sc13da606297244_08042020.htm AMENDMENT NO. 6 TO 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. 6)1

NortonLifeLock Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

668771108

(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)

 

August 1, 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. 668771108

  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         21,104,454  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          21,104,454  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        21,104,454*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 274,186 Shares underlying a certain forward purchase contract exercisable within 60 days hereof and 8,341,481 Shares underlying certain call options exercisable within 60 days hereof.

2

CUSIP No. 668771108

  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         10,869,507  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          10,869,507  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,869,507*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.8%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

* Includes 7,733,667 Shares underlying certain call options exercisable within 60 days hereof.

3

CUSIP No. 668771108

 

  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         1,824,750  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,824,750  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,824,750  
  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. 668771108

 

  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         1,045,955  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,045,955  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,045,955  
  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. 668771108

 

  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         1,045,955  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,045,955  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,045,955  
  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. 668771108

 

  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         1,008,537  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,008,537  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,008,537  
  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  

  

7

CUSIP No. 668771108

 

  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         1,008,537  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,008,537  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,008,537  
  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. 668771108

 

  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         2,054,492  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,054,492  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,054,492  
  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  

  

9

CUSIP No. 668771108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS TANGO 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         910,386  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          910,386  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        910,386*  
  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 607,814 Shares underlying certain call options exercisable within 60 days hereof.

10

CUSIP No. 668771108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS 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         910,386  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          910,386  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        910,386*  
  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 607,814 Shares underlying certain call options exercisable within 60 days hereof.

11

CUSIP No. 668771108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS SELECT VI 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         1,222,049  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,222,049  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,049  
  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  

  

12

CUSIP No. 668771108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS SELECT VI 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         1,222,049  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,222,049  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,049  
  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  

  

13

CUSIP No. 668771108

 

  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         2,132,435  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,132,435  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,132,435*  
  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 607,814 Shares underlying certain call options exercisable within 60 days hereof.

14

CUSIP No. 668771108

 

  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         2,132,435  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,132,435  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,132,435*  
  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 607,814 Shares underlying certain call options exercisable within 60 days hereof.

15

CUSIP No. 668771108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE X MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         714,747  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          714,747  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        714,747  
  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  
         
        CO  

  

16

CUSIP No. 668771108

 

  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         21,104,454  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          21,104,454  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        21,104,454*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

* Includes 274,186 Shares underlying a certain forward purchase contract exercisable within 60 days hereof and 8,341,481 Shares underlying certain call options exercisable within 60 days hereof.

17

CUSIP No. 668771108

 

  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         21,104,454  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          21,104,454  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        21,104,454*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 274,186 Shares underlying a certain forward purchase contract exercisable within 60 days hereof and 8,341,481 Shares underlying certain call options exercisable within 60 days hereof.

18

CUSIP No. 668771108

 

  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         21,104,454  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          21,104,454  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        21,104,454*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

* Includes 274,186 Shares underlying a certain forward purchase contract exercisable within 60 days hereof and 8,341,481 Shares underlying certain call options exercisable within 60 days hereof.

19

CUSIP No. 668771108

 

  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         21,104,454  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          21,104,454  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        21,104,454*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Includes 274,186 Shares underlying a certain forward purchase contract exercisable within 60 days hereof and 8,341,481 Shares underlying certain call options exercisable within 60 days hereof.

20

CUSIP No. 668771108

 

  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         40,008  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         21,104,454  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          40,008  
    10   SHARED DISPOSITIVE POWER  
           
          21,104,454  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        21,144,462*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.6%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Includes 274,186 Shares underlying a certain forward purchase contract exercisable within 60 days hereof and 8,341,481 Shares underlying certain call options exercisable within 60 days hereof.

21

CUSIP No. 668771108

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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 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 Leaders Tango LLC, a Delaware limited liability company (“Starboard Tango LLC”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Tango LLC;
(x)Starboard Leaders Select VI LP, a Delaware limited partnership (“Starboard Select VI LP”), with respect to the Shares directly and beneficially owned by it;
22

CUSIP No. 668771108

(xi)Starboard Leaders Select VI GP LLC (“Starboard Select VI GP”), as the general partner of Starboard Select VI LP;
(xii)Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Tango LLC and Starboard Select VI GP;
(xiii)Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;
(xiv)Starboard Value X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
(xv)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard Tango LLC, Starboard Select VI LP, Starboard Leaders Fund, Starboard X Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(xvi)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xvii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xviii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xix)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
(xx)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, and who was appointed to the Board of Directors of the Issuer pursuant to the Agreement (as defined and described in Amendment No. 1 to the Schedule 13D).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

23

CUSIP No. 668771108

(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 Tango LLC, Starboard Leaders Fund, Starboard Select VI LP, Starboard Select VI GP, Starboard A LP, Starboard A GP, Starboard X Master, 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 Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

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

24

CUSIP No. 668771108

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

Item 3 is hereby amended and restated to read as follows:

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

The aggregate purchase price of the 3,135,840 Shares beneficially owned by Starboard V&O Fund is approximately $47,012,176, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 7,733,667 Shares beneficially owned by Starboard V&O Fund, as further described in Item 6 of Amendment No. 5 to the Schedule 13D, is approximately $13,301,907, excluding brokerage commissions. The aggregate purchase price of the 1,824,750 Shares beneficially owned by Starboard S LLC is approximately $37,371,127, excluding brokerage commissions. The aggregate purchase price of the 1,045,955 Shares beneficially owned by Starboard C LP is approximately $21,421,637, excluding brokerage commissions. The aggregate purchase price of the 1,008,537 Shares beneficially owned by Starboard L Master is approximately $19,304,533, excluding brokerage commissions. The aggregate purchase price of the 302,572 Shares beneficially owned by Starboard Tango LLC is approximately $4,535,554, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 607,814 Shares beneficially owned by Starboard Tango LLC, as further described in Item 6 of Amendment No. 5 to the Schedule 13D, is approximately $1,045,440, excluding brokerage commissions. The aggregate purchase price of the 1,222,049 Shares beneficially owned by Starboard Select VI LP is approximately $24,722,477, excluding brokerage commissions. The aggregate purchase price of the 714,747 Shares beneficially owned by Starboard X Master is approximately $14,173,433, excluding brokerage commissions. The aggregate purchase price of the 3,234,337 Shares held in the Starboard Value LP Account is approximately $69,915,361, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contract providing for the purchase of 274,186 Shares by Starboard Value LP through one of the Starboard Value LP Accounts is approximately $5,738,713, excluding brokerage commissions. The 40,008 Shares beneficially owned by Mr. Feld represent shares that 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:

Pursuant to the terms of that certain investment management agreement (the “IMA”) between Starboard Value LP and one of the Starboard Value LP Accounts, the IMA terminated pursuant to its terms, effective August 1, 2020. Accordingly, Starboard Value LP no longer retains voting or dispositive power with respect to the Shares held in such Starboard Value LP Account and such Starboard Value LP Account is no longer a member of the Section 13(d) group.

25

CUSIP No. 668771108

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 590,945,042 Shares outstanding, as of July 13, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission on July 22, 2020.

A.Starboard V&O Fund
(a)As of the close of business on August 4, 2020, Starboard V&O Fund beneficially owned 10,869,507 Shares, including 7,733,667 Shares underlying certain call options.

Percentage: Approximately 1.8%

(b)1. Sole power to vote or direct vote: 10,869,507
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,869,507
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
B.Starboard S LLC
(a)As of the close of business on August 4, 2020, Starboard S LLC beneficially owned 1,824,750 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,824,750
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,824,750
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard S LLC has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
26

CUSIP No. 668771108

C.Starboard C LP
(a)As of the close of business on August 4, 2020, Starboard C LP beneficially owned 1,045,955 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,045,955
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,045,955
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard C LP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
D.Starboard R LP
(a)Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 1,045,955 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,045,955
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,045,955
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
E.Starboard L Master
(a)As of the close of business on August 4, 2020, Starboard L Master beneficially owned 1,008,537 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,008,537
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,008,537
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard L Master has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
27

CUSIP No. 668771108

F.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 1,008,537 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,008,537
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,008,537
4. Shared power to dispose or direct the disposition: 0

 

(b)Starboard L GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
G.Starboard R GP
(a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 1,045,955 Shares owned by Starboard C LP and (ii) 1,008,537 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 2,054,492
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,054,492
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
H.Starboard Tango LLC
(a)As of the close of business on August 4, 2020, Starboard Tango LLC beneficially owned 910,386 Shares, including 607,814 Shares underlying certain call options.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 910,386
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 910,386
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Tango LLC has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
28

CUSIP No. 668771108

I.Starboard Leaders Fund
(a)Starboard Leaders Fund, as a member of Starboard Tango LLC, may be deemed the beneficial owner of the 910,386 Shares owned by Starboard Tango LLC.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 910,386
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 910,386
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
J.Starboard Select VI LP
(a)As of the close of business on August 4, 2020, Starboard Select VI LP beneficially owned 1,222,049 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,222,049
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,222,049
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Select VI LP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
K.Starboard Select VI GP
(a)Starboard Select VI GP, as the general partner of Starboard Select VI LP, may be deemed the beneficial owner of the 1,222,049 Shares owned by Starboard Select VI LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,222,049
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,222,049
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Select VI GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
29

CUSIP No. 668771108

L.Starboard A LP
(a)Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Tango LLC and Starboard Select VI GP, may be deemed the beneficial owner of the (i) 910,386 Shares owned by Starboard Tango LLC and (ii) 1,222,049 Shares owned by Starboard Select VI LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 2,132,435
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,132,435
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
M.Starboard A GP
(a)Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the (i) 910,386 Shares owned by Starboard Tango LLC and (ii) 1,222,049 Shares owned by Starboard Select VI LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 2,132,435
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,132,435
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.
N.Starboard X Master
(a)As of the close of business on August 4, 2020, Starboard X Master beneficially owned 714,747 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 714,747
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 714,747
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
30

CUSIP No. 668771108

O.Starboard Value LP
(a)As of the close of business on August 4, 2020, 3,508,523 Shares were held in the Starboard Value LP Account, including 274,186 Shares underlying a certain forward purchase contract. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard Tango LLC, Starboard Select VI LP, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 10,869,507 Shares owned by Starboard V&O Fund, (ii) 1,824,750 Shares owned by Starboard S LLC, (iii) 1,045,955 Shares owned by Starboard C LP, (iv) 1,008,537 Shares owned by Starboard L Master, (v) 910,386 Shares owned by Starboard Tango LLC, (vi) 1,222,049 Shares owned by Starboard Select VI LP, (vii) 714,747 Shares owned by Starboard X Master, and (viii) 3,508,523 Shares held in the Starboard Value LP Account.

Percentage: Approximately 3.6%

(b)1. Sole power to vote or direct vote: 21,104,454
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,104,454
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 and Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
P.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 10,869,507 Shares owned by Starboard V&O Fund, (ii) 1,824,750 Shares owned by Starboard S LLC, (iii) 1,045,955 Shares owned by Starboard C LP, (iv) 1,008,537 Shares owned by Starboard L Master, (v) 910,386 Shares owned by Starboard Tango LLC, (vi) 1,222,049 Shares owned by Starboard Select VI LP, (vii) 714,747 Shares owned by Starboard X Master, and (viii) 3,508,523 Shares held in the Starboard Value LP Account.

Percentage: Approximately 3.6%

(b)1. Sole power to vote or direct vote: 21,104,454
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,104,454
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. 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 and Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
31

CUSIP No. 668771108

Q.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 10,869,507 Shares owned by Starboard V&O Fund, (ii) 1,824,750 Shares owned by Starboard S LLC, (iii) 1,045,955 Shares owned by Starboard C LP, (iv) 1,008,537 Shares owned by Starboard L Master, (v) 910,386 Shares owned by Starboard Tango LLC, (vi) 1,222,049 Shares owned by Starboard Select VI LP, (vii) 714,747 Shares owned by Starboard X Master, and (viii) 3,508,523 Shares held in the Starboard Value LP Account.

Percentage: Approximately 3.6%

(b)1. Sole power to vote or direct vote: 21,104,454
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,104,454
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. 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 and Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
R.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 10,869,507 Shares owned by Starboard V&O Fund, (ii) 1,824,750 Shares owned by Starboard S LLC, (iii) 1,045,955 Shares owned by Starboard C LP, (iv) 1,008,537 Shares owned by Starboard L Master, (v) 910,386 Shares owned by Starboard Tango LLC, (vi) 1,222,049 Shares owned by Starboard Select VI LP, (vii) 714,747 Shares owned by Starboard X Master, and (viii) 3,508,523 Shares held in the Starboard Value LP Account.

Percentage: Approximately 3.6%

(b)1. Sole power to vote or direct vote: 21,104,454
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 21,104,454
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. 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 and Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
32

CUSIP No. 668771108

S.Mr. Smith
(a)Mr. 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, may be deemed the beneficial owner of the (i) 10,869,507 Shares owned by Starboard V&O Fund, (ii) 1,824,750 Shares owned by Starboard S LLC, (iii) 1,045,955 Shares owned by Starboard C LP, (iv) 1,008,537 Shares owned by Starboard L Master, (v) 910,386 Shares owned by Starboard Tango LLC, (vi) 1,222,049 Shares owned by Starboard Select VI LP, (vii) 714,747 Shares owned by Starboard X Master, and (viii) 3,508,523 Shares held in the Starboard Value LP Account.

Percentage: Approximately 3.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 21,104,454
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 21,104,454

 

(c)Mr. Smith has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. 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 and Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
T.Mr. Feld
(a)As of the close of business on August 4, 2020, Mr. Feld beneficially owned 40,008 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) 10,869,507 Shares owned by Starboard V&O Fund, (ii) 1,824,750 Shares owned by Starboard S LLC, (iii) 1,045,955 Shares owned by Starboard C LP, (iv) 1,008,537 Shares owned by Starboard L Master, (v) 910,386 Shares owned by Starboard Tango LLC, (vi) 1,222,049 Shares owned by Starboard Select VI LP, (vii) 714,747 Shares owned by Starboard X Master, and (viii) 3,508,523 Shares held in the Starboard Value LP Account.

Percentage: Approximately 3.6%

(b)1. Sole power to vote or direct vote: 40,008
2. Shared power to vote or direct vote: 21,104,454
3. Sole power to dispose or direct the disposition: 40,008
4. Shared power to dispose or direct the disposition: 21,104,454

 

(c)Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. 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 and Starboard X Master since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

33

CUSIP No. 668771108

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)As of August 1, 2020, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 4, 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 as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1Joint 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 Leaders Tango LLC, Starboard Leaders Fund LP, Starboard Leaders Select VI LP, Starboard Leaders Select VI GP LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated August 4, 2020.

 

34

CUSIP No. 668771108

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: August 4, 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 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 R LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD LEADERS TANGO LLC

By: Starboard Value A LP,

its managing member

 

Starboard Leaders Fund LP

By: Starboard Value A LP,

its general partner

 

  

Starboard Leaders Select VI LP

By: Starboard Leaders Select VI GP LLC,

its general partner

 

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

 

STARBOARD VALUE X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value A GP LLC

 

Starboard Value R GP LLC

 

Starboard Leaders Select VI 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

 

35

CUSIP No. 668771108

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

and Starboard Value X Master Fund Ltd

 

Name and Position Principal Occupation Principal Business Address Citizenship
Patrick Agemian Director Director of Global Funds Management, Ltd. PO Box 10034, 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. 668771108

SCHEDULE B

Transactions in the Shares Since the Filing of Amendment No. 5 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

Acquisition of Put Option 952,9361 -- 07/01/2020
Disposition of Common Stock (714,747)2 -- 07/01/2020

 

STARBOARD VALUE X MASTER FUND LTD

 

Disposition of Put Option (952,936)1 -- 07/01/2020
Acquisition of Common Stock 714,7472 -- 07/01/2020

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Disposition of Common Stock (11,596,147)3 -- 08/01/2020

 

1 Represents an internal transfer of Shares from Starboard Value and Opportunity Master Fund Ltd.

2 Represents an internal transfer of Shares to Starboard Value X Master Fund Ltd.

3 Represents the relinquishment of control over the Shares held in one of the Starboard Value LP Accounts in connection with the termination of that certain IMA between Starboard Value LP and such Starboard Value LP Account. Note that Starboard Value LP no longer retains voting or dispositive power with respect to such Shares.

 

 EX-99.1 2 ex991to13da606297244_080420.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, par value $0.01 per share, of NortonLifeLock, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: August 4, 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 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 R LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD LEADERS TANGO LLC

By: Starboard Value A LP,

its managing member

 

Starboard Leaders Fund LP

By: Starboard Value A LP,

its general partner

 

  

Starboard Leaders Select VI LP

By: Starboard Leaders Select VI GP LLC,

its general partner

 

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

 

STARBOARD VALUE X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

Starboard Value A GP LLC

 

Starboard Value R GP LLC

 

Starboard Leaders Select VI 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