SC 13D 1 sc13d06297349_08182023.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

Bloomin’ Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

094235108

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, 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 8, 2023

(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. 094235108

  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         8,623,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,623,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,623,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

2

CUSIP No. 094235108

  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         5,099,684  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,099,684  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,099,684*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.9%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof. 

3

CUSIP No. 094235108

 

  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         616,035  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          616,035  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        616,035  
  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. 094235108

 

  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         470,795  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          470,795  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        470,795  
  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. 094235108

 

  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         470,795  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          470,795  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        470,795  
  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. 094235108

 

  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         265,654  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          265,654  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        265,654  
  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. 094235108

 

  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         265,654  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          265,654  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        265,654  
  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. 094235108

 

  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         736,449  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          736,449  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        736,449  
  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. 094235108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD X MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,268,650  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,268,650  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,268,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

10

CUSIP No. 094235108

 

  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         8,623,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,623,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,623,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

11

CUSIP No. 094235108

 

  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         8,623,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,623,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,623,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

12

CUSIP No. 094235108

 

  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         8,623,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,623,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,623,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

13

CUSIP No. 094235108

 

  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         8,623,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          8,623,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,623,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

14

CUSIP No. 094235108

 

  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         8,623,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          8,623,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,623,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 875,663 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

15

CUSIP No. 094235108

 

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

 

Item 1.Security and Issuer.

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Bloomin’ Brands, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(viii)Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(x)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xi)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
16

CUSIP No. 094235108

(xii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xiii)Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
(xiv)Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

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

(b)       The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co and Principal GP is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

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

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

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

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

17

CUSIP No. 094235108

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

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 4,224,021 Shares beneficially owned by Starboard V&O Fund is approximately $110,390,063, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 875,663 Shares by Starboard V&O Fund is approximately $20,816,725, excluding brokerage commissions. The aggregate purchase price of the 616,035 Shares beneficially owned by Starboard S LLC is approximately $15,825,153, excluding brokerage commissions. The aggregate purchase price of the 470,795 Shares beneficially owned by Starboard C LP is approximately $12,091,558, excluding brokerage commissions. The aggregate purchase price of the 265,654 Shares beneficially owned by Starboard L Master is approximately $6,823,239, excluding brokerage commissions. The aggregate purchase price of the 1,268,650 Shares beneficially owned by Starboard X Master is approximately $32,641,967, excluding brokerage commissions. The aggregate purchase price of the 902,182 Shares held in the Starboard Value LP Account is approximately $23,847,969, 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.

18

CUSIP No. 094235108

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 87,097,283 Shares outstanding, as of July 27, 2023, 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 August 1, 2023.

A.Starboard V&O Fund
(a)As of the close of business on August 17, 2023, Starboard V&O Fund beneficially owned 5,099,684 Shares, including 875,663 Shares underlying certain forward purchase contracts.

Percentage: Approximately 5.9%

(b)1. Sole power to vote or direct vote: 5,099,684
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,099,684
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer 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 August 17, 2023, Starboard S LLC beneficially owned 616,035 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 616,035
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 616,035
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer 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 August 17, 2023, Starboard C LP beneficially owned 470,795 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 470,795
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 470,795
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
19

CUSIP No. 094235108

D.Starboard R LP
(a)As of close of business on August 17, 2023, Starboard R LP may be deemed the beneficial owner of 470,795 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 470,795
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 470,795
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R LP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Starboard L Master
(a)As of the close of business on August 17, 2023, Starboard L Master beneficially owned 265,654 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 265,654
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 265,654
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
F.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 265,654 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 265,654
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 265,654
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard L GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
20

CUSIP No. 094235108

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) 470,795 Shares owned by Starboard C LP and (ii) 265,654 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 736,449
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 736,449
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H.Starboard X Master
(a)As of the close of business on August 17, 2023, Starboard X Master beneficially owned 1,268,650 Shares.

Percentage: Approximately 1.5%

(b)1. Sole power to vote or direct vote: 1,268,650
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,268,650
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Value LP
(a)As of the close of business on August 17, 2023, 902,182 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 5,099,684 Shares owned by Starboard V&O Fund, (ii) 616,035 Shares owned by Starboard S LLC, (iii) 470,795 Shares owned by Starboard C LP, (iv) 265,654 Shares owned by Starboard L Master, (v) 1,268,650 Shares owned by Starboard X Master and (vi) 902,182 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)1. Sole power to vote or direct vote: 8,623,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,623,000
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
21

CUSIP No. 094235108

J.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 5,099,684 Shares owned by Starboard V&O Fund, (ii) 616,035 Shares owned by Starboard S LLC, (iii) 470,795 Shares owned by Starboard C LP, (iv) 265,654 Shares owned by Starboard L Master, (v) 1,268,650 Shares owned by Starboard X Master and (vi) 902,182 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)1. Sole power to vote or direct vote: 8,623,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,623,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 5,099,684 Shares owned by Starboard V&O Fund, (ii) 616,035 Shares owned by Starboard S LLC, (iii) 470,795 Shares owned by Starboard C LP, (iv) 265,654 Shares owned by Starboard L Master, (v) 1,268,650 Shares owned by Starboard X Master and (vi) 902,182 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)1. Sole power to vote or direct vote: 8,623,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,623,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference
L.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of (i) 5,099,684 Shares owned by Starboard V&O Fund, (ii) 616,035 Shares owned by Starboard S LLC, (iii) 470,795 Shares owned by Starboard C LP, (iv) 265,654 Shares owned by Starboard L Master, (v) 1,268,650 Shares owned by Starboard X Master and (vi) 902,182 Shares held in the Starboard Value LP Account.

22

CUSIP No. 094235108

Percentage: Approximately 9.9%

(b)1. Sole power to vote or direct vote: 8,623,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 8,623,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference
M.Messrs. Smith and Feld
(a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 5,099,684 Shares owned by Starboard V&O Fund, (ii) 616,035 Shares owned by Starboard S LLC, (iii) 470,795 Shares owned by Starboard C LP, (iv) 265,654 Shares owned by Starboard L Master, (v) 1,268,650 Shares owned by Starboard X Master and (vi) 902,182 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,623,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,623,000

 

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

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

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
23

CUSIP No. 094235108

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

Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 875,663 Shares having an aggregate purchase price of approximately $20,816,725 (each a “MS Forward Contract”). Each of the MS Forward Contracts has a final valuation date of March 27, 2024, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the MS Forward Contracts provides for physical settlement. Until the settlement date, none of the MS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

On August 18, 2023, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated August 18, 2023.
99.2Powers of Attorney for Jeffrey C. Smith and Peter A. Feld, dated August 18, 2023.

 

24

CUSIP No. 094235108

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 18, 2023

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard Value and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

 

 

 

  

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE R GP LLC

 

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 

/s/ Jeffrey C. Smith

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

 

25

CUSIP No. 094235108

SCHEDULE A

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

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

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

 Canada
       

Kenneth R. Marlin

Director

 Chief Financial Officer, Starboard Value LP

201 E Las Olas Boulevard, Suite 1000

Fort Lauderdale, Florida 33301

 United States of America
       

Alaina Danley

Director

 Managing Director of Waystone Governance Ltd.

Waystone Governance Ltd.

Suite 5B201, 2nd Floor

One Nexus Way

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

 Cayman Islands

 

 

CUSIP No. 094235108

SCHEDULE B

Transactions in Securities of the Issuer 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 Forward Contract (120,819) 26.8612 07/31/2023
Purchase of Common Stock 131,175 25.9016 08/01/2023
Purchase of Common Stock 131,175 25.9016 08/01/2023
Purchase of Common Stock 2,536 25.0413 08/02/2023
Purchase of Common Stock 2,536 25.0413 08/02/2023
Purchase of Common Stock 114,064 25.2643 08/02/2023
Purchase of Common Stock 114,064 25.2643 08/02/2023
Purchase of Common Stock 18,948 25.3090 08/03/2023
Purchase of Common Stock 18,947 25.3090 08/03/2023
Purchase of Common Stock 14,575 25.4475 08/08/2023
Purchase of Common Stock 14,575 25.4475 08/08/2023
Purchase of Common Stock 11,953 25.0315 08/08/2023
Purchase of Common Stock 11,953 25.0315 08/08/2023
Purchase of Common Stock 65,535 25.3393 08/08/2023
Purchase of Common Stock 65,535 25.3393 08/08/2023
Purchase of Common Stock 215,127 25.9860 08/09/2023
Purchase of Common Stock 215,127 25.9860 08/09/2023
Purchase of Common Stock 9,167 25.9835 08/09/2023
Purchase of Common Stock 9,167 25.9835 08/09/2023
Purchase of Common Stock 87,820 26.0718 08/09/2023
Purchase of Common Stock 87,820 26.0718 08/09/2023
Purchase of Common Stock 218,625 25.9208 08/10/2023
Purchase of Common Stock 218,625 25.9208 08/10/2023
Purchase of Common Stock 28,382 25.7651 08/10/2023
Purchase of Common Stock 28,382 25.7651 08/10/2023
Purchase of Common Stock 102,025 24.9642 08/11/2023
Purchase of Common Stock 102,025 24.9642 08/11/2023
Purchase of Common Stock 5,830 24.9111 08/11/2023
Purchase of Common Stock 5,830 24.9111 08/11/2023
Purchase of Common Stock 116,600 25.0448 08/14/2023
Purchase of Common Stock 116,600 25.0448 08/14/2023
Purchase of Common Stock 7,705 24.9261 08/14/2023
Purchase of Common Stock 7,705 24.9261 08/14/2023
Purchase of Common Stock 188,600 26.4362 08/16/2023
Purchase of Common Stock 188,600 26.4362 08/16/2023
Exercise of Forward Contract 1,200,000 27.0797 08/17/2023
Purchase of Common Stock 173,344 25.8873 08/17/2023
Purchase of Common Stock 173,344 25.8873 08/17/2023

 

 

CUSIP No. 094235108

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Sale of Forward Contract (14,119) 26.8612 07/31/2023
Purchase of Common Stock 32,400 25.9016 08/01/2023
Purchase of Common Stock 626 25.0413 08/02/2023
Purchase of Common Stock 28,174 25.2643 08/02/2023
Purchase of Common Stock 4,680 25.3090 08/03/2023
Purchase of Common Stock 3,600 25.4475 08/08/2023
Purchase of Common Stock 2,952 25.0315 08/08/2023
Purchase of Common Stock 16,187 25.3393 08/08/2023
Purchase of Common Stock 53,136 25.9860 08/09/2023
Purchase of Common Stock 2,264 25.9835 08/09/2023
Purchase of Common Stock 21,691 26.0718 08/09/2023
Purchase of Common Stock 54,000 25.9208 08/10/2023
Purchase of Common Stock 7,010 25.7651 08/10/2023
Purchase of Common Stock 25,200 24.9642 08/11/2023
Purchase of Common Stock 1,440 24.9111 08/11/2023
Purchase of Common Stock 28,800 25.0448 08/14/2023
Purchase of Common Stock 1,903 24.9261 08/14/2023
Exercise of Forward Contract 242,571 25.5812 08/14/2023
Purchase of Common Stock 46,585 26.4362 08/16/2023
Purchase of Common Stock 42,816 25.8873 08/17/2023

 

STARBOARD VALUE AND OPPORTUNITY C LP

 

Sale of Forward Contract (10,798) 26.8612 07/31/2023
Purchase of Common Stock 24,750 25.9016 08/01/2023
Purchase of Common Stock 478 25.0413 08/02/2023
Purchase of Common Stock 21,522 25.2643 08/02/2023
Purchase of Common Stock 3,575 25.3090 08/03/2023
Purchase of Common Stock 2,750 25.4475 08/08/2023
Purchase of Common Stock 2,255 25.0315 08/08/2023
Purchase of Common Stock 12,365 25.3393 08/08/2023
Purchase of Common Stock 40,590 25.9860 08/09/2023
Purchase of Common Stock 1,730 25.9835 08/09/2023
Purchase of Common Stock 16,570 26.0718 08/09/2023
Purchase of Common Stock 41,250 25.9208 08/10/2023
Purchase of Common Stock 5,355 25.7651 08/10/2023
Purchase of Common Stock 19,250 24.9642 08/11/2023
Purchase of Common Stock 1,100 24.9111 08/11/2023
Purchase of Common Stock 22,000 25.0448 08/14/2023
Purchase of Common Stock 1,454 24.9261 08/14/2023
Exercise of Forward Contract 185,510 25.5675 08/14/2023
Purchase of Common Stock 35,585 26.4362 08/16/2023
Purchase of Common Stock 32,706 25.8873 08/17/2023

 

 

CUSIP No. 094235108

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of Forward Contract (6,103) 26.8612 07/31/2023
Purchase of Common Stock 13,950 25.9016 08/01/2023
Purchase of Common Stock 270 25.0413 08/02/2023
Purchase of Common Stock 12,130 25.2643 08/02/2023
Purchase of Common Stock 2,015 25.3090 08/03/2023
Purchase of Common Stock 1,550 25.4475 08/08/2023
Purchase of Common Stock 1,271 25.0315 08/08/2023
Purchase of Common Stock 6,970 25.3393 08/08/2023
Purchase of Common Stock 22,878 25.9860 08/09/2023
Purchase of Common Stock 975 25.9835 08/09/2023
Purchase of Common Stock 9,339 26.0718 08/09/2023
Purchase of Common Stock 23,250 25.9208 08/10/2023
Purchase of Common Stock 3,018 25.7651 08/10/2023
Purchase of Common Stock 10,850 24.9642 08/11/2023
Purchase of Common Stock 620 24.9111 08/11/2023
Purchase of Common Stock 12,400 25.0448 08/14/2023
Purchase of Common Stock 819 24.9261 08/14/2023
Exercise of Forward Contract 104,857 25.5714 08/14/2023
Purchase of Common Stock 20,057 26.4362 08/16/2023
Purchase of Common Stock 18,435 25.8873 08/17/2023

 

STARBOARD X MASTER FUND LTD

 

Sale of Forward Contract (27,349) 26.8612 07/31/2023
Purchase of Common Stock 69,300 25.9016 08/01/2023
Purchase of Common Stock 1,340 25.0413 08/02/2023
Purchase of Common Stock 60,260 25.2643 08/02/2023
Purchase of Common Stock 10,010 25.3090 08/03/2023
Purchase of Common Stock 7,700 25.4475 08/08/2023
Purchase of Common Stock 6,315 25.0315 08/08/2023
Purchase of Common Stock 34,623 25.3393 08/08/2023
Purchase of Common Stock 113,652 25.9860 08/09/2023
Purchase of Common Stock 4,843 25.9835 08/09/2023
Purchase of Common Stock 46,395 26.0718 08/09/2023
Purchase of Common Stock 115,500 25.9208 08/10/2023
Purchase of Common Stock 14,994 25.7651 08/10/2023
Purchase of Common Stock 53,900 24.9642 08/11/2023
Purchase of Common Stock 3,080 24.9111 08/11/2023
Purchase of Common Stock 61,600 25.0448 08/14/2023
Purchase of Common Stock 4,070 24.9261 08/14/2023
Exercise of Forward Contract 469,852 25.6605 08/14/2023
Purchase of Common Stock 99,638 26.4362 08/16/2023
Purchase of Common Stock 91,578 25.8873 08/17/2023

 

 

CUSIP No. 094235108

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 
Sale of Forward Contract (20,812) 26.8612 07/31/2023
Purchase of Common Stock 47,250 25.9016 08/01/2023
Purchase of Common Stock 914 25.0413 08/02/2023
Purchase of Common Stock 41,086 25.2643 08/02/2023
Purchase of Common Stock 6,825 25.3090 08/03/2023
Purchase of Common Stock 5,250 25.4475 08/08/2023
Purchase of Common Stock 4,306 25.0315 08/08/2023
Purchase of Common Stock 23,606 25.3393 08/08/2023
Purchase of Common Stock 77,490 25.9860 08/09/2023
Purchase of Common Stock 3,302 25.9835 08/09/2023
Purchase of Common Stock 31,633 26.0718 08/09/2023
Purchase of Common Stock 78,750 25.9208 08/10/2023
Purchase of Common Stock 10,223 25.7651 08/10/2023
Purchase of Common Stock 36,750 24.9642 08/11/2023
Purchase of Common Stock 2,100 24.9111 08/11/2023
Purchase of Common Stock 42,000 25.0448 08/14/2023
Purchase of Common Stock 2,775 24.9261 08/14/2023
Exercise of Forward Contract 357,547 27.4620 08/14/2023
Purchase of Common Stock 67,935 26.4362 08/16/2023
Purchase of Common Stock 62,440 25.8873 08/17/2023