UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Steven Spencer

Siris Capital Group, LLC

601 Lexington Avenue, 59th Floor

New York, NY 10022

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

(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. o

 

* 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 (the “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).

 

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	NAME OF REPORTING PERSONS Triangle Private Holdings II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)¨ (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

(1)                           See Item 5 hereto.

 

2

 

1	NAME OF REPORTING PERSONS Triangle Private Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

(1)                           See Item 5 hereto.

 

3

 

1	NAME OF REPORTING PERSONS Triangle Private Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

(1)                           See Item 5 hereto.

 

4

 

1	NAME OF REPORTING PERSONS Siris Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) PN

 

(1)                           See Item 5 hereto.

 

5

 

1	NAME OF REPORTING PERSONS Siris Partners III Parallel, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) PN

 

(1)                           See Item 5 hereto.

 

6

 

1	NAME OF REPORTING PERSONS Siris Partners GP III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) PN

 

(1)         See Item 5 hereto.

 

7

 

1	NAME OF REPORTING PERSONS Siris GP HoldCo III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

(1)         See Item 5 hereto.

 

8

 

1	NAME OF REPORTING PERSONS Siris Capital Group III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)¨ (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,036,535 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,036,535 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,036,535 (1)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) PN

 

(1)                           See Item 5 hereto.

 

9

 

1	NAME OF REPORTING PERSONS Siris Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,044,838 (1)(2)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,044,838 (1)(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,044,838 (1)(2)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

(1)                                 See Item 5 hereto.

(2)                                 Includes 2,904 shares of PLT Common Stock (as defined below) and 5,399 shares of PLT Common Stock awarded to Frank Baker in connection with his service as a director of the Issuer, which shares vested on August 2, 2019 and June 28, 2020, respectively.  Pursuant to an assignment agreement between Siris Capital Group and Mr. Baker, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he received from the Issuer for his services as a director of the Issuer. Mr. Baker resigned from the Issuer’s board of directors as of August 27, 2020.

 

10

 

1	NAME OF REPORTING PERSONS Siris Group GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER  OF A GROUP (See Instructions)			(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,044,838 (1)(2)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,044,838 (1)(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,044,838 (1)(2)
12	CHECK IF THE AGGREGATE AMOUNT  IN ROW (11) EXCLUDES CERTAIN  SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% (1)
14	TYPE OF REPORTING PERSON (See Instructions) OO

 

(1)                                 See Item 5 hereto.

(2)                                 See footnote (2) on the previous page.

 

11

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on July 6, 2018 (as amended on February 11, 2020 and February 26, 2020, the “Schedule 13D”) with the U.S. Securities and Exchange Commission (the “SEC”), relating to the shares of common stock, par value $0.01 per share (“PLT Common Stock”), of Plantronics, Inc. (the “Issuer” or the “Company”).  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.  Capitalized terms used in this Amendment No. 3 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D.

 

Item 4.                                                         Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

On August 27, 2020, Triangle Holdings II sold 4,065,666 shares of PLT Common Stock at a price per share of $13.25 in a block sale to a broker-dealer. As a result of this transaction, and pursuant to the terms of the Stockholder Agreement (filed as Exhibit 99.3 to the Schedule 13D filed by the Reporting Persons on July 6, 2018), Triangle Holdings II no longer had the right to cause any person to be appointed to the Company’s board of directors (the “Board”) and was required to cause its representatives serving on the Board to resign (the “Resignation Covenant”).  Frank Baker resigned from the Board as of August 27, 2020. Daniel Moloney continues to serve on the Board at the request of the Company, although he no longer serves as a designee of Triangle Holdings II.  In connection therewith, on August 27, 2020, the Company and Triangle Holdings II agreed to a partial waiver of the Resignation Covenant to effect Mr. Moloney’s continued service on the Board.

 

Item 5.                                                         Interest in Securities of the Issuer

 

Item 5 (a) - (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) and (b)

 

None of the Reporting Persons has the sole power to vote or direct the vote or the sole power to dispose or direct the disposition of any of the shares of PLT Common Stock to which this Schedule 13D relates.  The Reporting Persons have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 3,036,535 shares of PLT Common Stock reported in this Schedule 13D, which constitute approximately 7.5% of the outstanding shares of PLT Common Stock. In addition, Siris Capital Group and Siris Group GP also have shared power to vote or direct the vote and shared power to dispose or direct the disposition of 8,303 shares of PLT Common Stock (which shares were awarded to Frank Baker in connection with his service as a director of the Issuer) reported in this Schedule 13D, which constitute approximately 0.02% of the outstanding shares of PLT Common Stock and, when aggregated with the shares of PLT Common Stock referenced in the previous sentence, constitute approximately 7.5% of the outstanding shares of PLT Common Stock. Pursuant to an assignment agreement between Siris Capital Group and Mr. Baker, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he received from the Issuer for his services as a director of the Issuer. Mr. Baker resigned from the Board as of August 27, 2020.

 

The percentages set forth above are based on an aggregate of 40,683,561 shares of PLT Common Stock outstanding as of June 3, 2020, as reported in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A, filed with the SEC on August 18, 2020.

 

The Reporting Persons may be deemed to be members of a “group” for purposes of Section 13(d) of the Act, which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the PLT Shares. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a “group” for purposes of Section 13(d) of the Act or for any other purpose.  Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person’s management and control.

 

(c)

 

The Reporting Persons engaged in the following transaction with respect to the PLT Common Stock during the last sixty days: On August 27, 2020, Triangle Holdings II sold 4,065,666 shares of PLT Common Stock at a price per share of $13.25 in a block sale to a broker-dealer.

 

12

 

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

 

The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

 

On August 27, 2020, the Company and Triangle Private Holdings II entered into a Waiver and Acknowledgement, pursuant to which the Company and Triangle Private Holdings II agreed to partially waive the Resignation Covenant as relating to Daniel Moloney and his continued service on the Board. Mr. Moloney continues to serve on the Board at the request of the Company, although he no longer serves as a designee of Triangle Private Holdings II.

 

The foregoing reference to and description of the Waiver and Acknowledgement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Waiver and Acknowledgement, which is attached hereto as Exhibit 99.6 and incorporated herein by reference.

 

Item 7.                                                         Material to be Filed as Exhibits

 

Exhibit		Description
Exhibit 99.6		Waiver and Acknowledgement, dated August 27, 2020, by and between Plantronics, Inc. and Triangle Private Holdings II, LLC.

 

13

 

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 31, 2020

 

	TRIANGLE PRIVATE HOLDINGS II, LLC
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Authorized Signatory
	TRIANGLE PRIVATE HOLDINGS I, LLC
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Authorized Signatory
	TRIANGLE PRIVATE INVESTMENTS, LLC
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Authorized Signatory
	SIRIS PARTNERS III, L.P.
	SIRIS PARTNERS III PARALLEL, L.P.
	By:	Siris Partners GP III, L.P., its general partner
	By:	Siris GP HoldCo III, LLC, its general partner
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Managing Member
	SIRIS PARTNERS GP III, L.P.
	By:	Siris GP HoldCo III, LLC, its general partner
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Managing Member
	SIRIS GP HOLDCO III, LLC
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Managing Member

 

SIGNATURE PAGE TO SCHEDULE 13D AMENDMENT NO. 3

 

14

 

	SIRIS CAPITAL GROUP III, L.P.
	By:	Siris Group GP, LLC, its general partner
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Manager
	SIRIS CAPITAL GROUP, LLC
	By:	Siris Group GP, LLC, its managing member
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Manager
	SIRIS GROUP GP, LLC
	By:	/s/ Peter Berger
	Name:	Peter Berger
	Title:	Manager

 

SIGNATURE PAGE TO SCHEDULE 13D AMENDMENT NO. 3

 

15

Exhibit 99.6

 

EXECUTION VERSION

 

WAIVER AND ACKNOWLEDGMENT

 

Dated:  August 27, 2020

 

Reference is hereby made to the Stockholder Agreement, dated as of July 2, 2018, by and among Plantronics, Inc. (the “Company”) and Triangle Private Holdings II, LLC (“Siris”), as amended on February 10, 2020 (the “Stockholder Agreement”), pursuant to which, among other things, Frank Baker (“Baker”) and Daniel Moloney (“Moloney”) were appointed to the board of directors of the Company (the “Company Board”). Except as defined in this Waiver and Acknowledgment, all defined terms shall have the meanings ascribed to them in the Stockholder Agreement.

 

RECITALS:

 

1.              On August 27, 2020, Siris sold approximately 4.065 million shares of the Company’s common stock (the “Transaction”).

 

2.              Upon the consummation of the Transaction, the Siris Percentage Ownership decreased to below eight percent (8%).

 

3.              Pursuant to Section 4.01(a) of the Stockholder Agreement, upon the consummation of the Transaction, Siris was no longer entitled to nominate any Siris Directors to the Company Board.

 

4.              Pursuant to Section 4.01(k) of the Stockholder Agreement, Siris is required to cause the Siris Directors to promptly resign from the Company Board (the “Resignation Covenant”).

 

5.              On August 27, 2020, Baker resigned from the Company Board.

 

6.              The Company Board desires that Moloney remain a member of the Company Board, nothwithstanding the Transaction and the terms of the Stockholder Agreement (including the Resignation Covenant).

 

WAIVER AND ACKNOWLEDGMENT:

 

In consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto agree to the following:

 

(i)                                     The Resignation Covenant as it relates to Moloney and each prospective obligation of Siris with respect to Moloney under the Stockholder Agreement are hereby waived.

 

(ii)                                  As of the date hereof, Moloney shall no longer be deemed a Siris Director under the Stockholder Agreement.

 

1

 

Except as expressly provided herein, all other provisions of the Stockholder Agreement remain unmodified and the Stockholder Agreement remains in full force and effect, on the terms and subject to the conditions set forth therein.

 

This Waiver and Acknowledgment may be executed in any number of counterparts.

 

[Signature Page follows]

 

2

 

IN WITNESS WHEREOF, the parties have executed this Waiver and Acknowledgment as of the date first above written.

 

 

	PLANTRONICS, INC.
	By:	/s/ Robert Hagerty
	Name: Robert Hagerty
	Title: Interim Chief Executive Officer & Chairman of the Board
	TRIANGLE PRIVATE HOLDINGS II, LLC
	By:	/s/ Peter Berger
	Name: Peter Berger
	Title: Authorized Signatory

 

3