SC 13D 1 p24-2369sc13d.htm

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549  
_______________  
   
SCHEDULE 13D
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Match Group, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

57667L107

(CUSIP Number)
 

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

July 8, 2024

(Date of Event which Requires
Filing of this Schedule)
 
 

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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages) 

 

(Page 1 of 32 Pages)

______________________________

* 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). 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 2 of 32 Pages

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

17,641,850

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

17,641,850

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,641,850*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

PN

         

 

 

*Includes 6,351,570 shares of Common Stock underlying the Current Forward Contracts (as defined below) exercisable within 60 days hereof.

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 3 of 32 Pages

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

8,469,134

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

8,469,134

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,469,134*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

*Includes 5,147,080 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 4 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

468,907

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

468,907

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

468,907

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 5 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,092,611

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,092,611

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,092,611

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 6 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

847,487

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

847,487

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

847,487

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 7 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

2,808,872

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

2,808,872

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,808,872

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 8 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,064,175

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,064,175

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,064,175

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 9 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,064,175

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,064,175

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,064,175

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 10 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

2,104,685

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

2,104,685

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,104,685*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.8%

14

TYPE OF REPORTING PERSON

PN

         

 

 

*Includes 1,204,490 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 11 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

468,907

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

468,907

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

468,907

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 12 of 32 Pages

  

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

2,573,592

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

2,573,592

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,573,592*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0%

14

TYPE OF REPORTING PERSON

OO

         

 

 

*Includes 1,204,490 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 13 of 32 Pages

  

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

17,641,850

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

17,641,850

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,641,850*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

OO

         

 

 

*Includes 6,351,570 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 14 of 32 Pages

  

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

17,641,850

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

17,641,850

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,641,850*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

PN

         

 

 

*Includes 6,351,570 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 15 of 32 Pages

  

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

17,641,850

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

17,641,850

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,641,850*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

OO

         

 

 

*Includes 6,351,570 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 16 of 32 Pages

  

1

NAME OF REPORTING PERSON

Starboard P fund 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,257,198

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,257,198

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,257,198*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14

TYPE OF REPORTING PERSON

PN

         

 

 

*Includes 1,204,490 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 17 of 32 Pages

 

1

NAME OF REPORTING PERSON

Starboard VALUE P 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,257,198

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,257,198

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,257,198*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.5%

14

TYPE OF REPORTING PERSON

OO

         

 

 

*Includes 1,204,490 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 18 of 32 Pages

 

1

NAME OF REPORTING PERSON

Starboard G FUND, L.P.

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,064,175

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,064,175

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,064,175

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 57667L107SCHEDULE 13DPage 19 of 32 Pages

 

 

1

NAME OF REPORTING PERSON

Starboard VALUE G 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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,064,175

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,064,175

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,064,175

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 57667L107SCHEDULE 13DPage 20 of 32 Pages

  

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,641,850

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,641,850

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,641,850*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

IN

         

 

 

*Includes 6,351,570 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 21 of 32 Pages

 

 

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

17,641,850

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

17,641,850

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

17,641,850*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

14

TYPE OF REPORTING PERSON

IN

         

 

 

*Includes 6,351,570 shares of Common Stock underlying the Current Forward Contracts exercisable within 60 days hereof.

 

CUSIP No. 57667L107SCHEDULE 13DPage 22 of 32 Pages

 

The following constitutes the Schedule 13D filed by the undersigned (this "Schedule 13D").

 

Item 1. SECURITY AND ISSUER.
   
  This Schedule 13D relates to the Common Stock, par value $0.001 (the "Common Stock"), of Match Group, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 8750 North Central Expressway, Suite 1400, Dallas, TX 75231.

 

Item 2. IDENTITY AND BACKGROUND.
   
(a) This statement is filed by the entities and persons listed below:
   
  (i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company ("Starboard V&O Master Fund"), with respect to the Common Stock directly and beneficially owned by it;
   
  (ii) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership ("Starboard L Master"), with respect to the Common Stock directly and beneficially owned by it;
   
  (iii) Starboard Value and Opportunity S LLC, a Delaware limited liability company ("Starboard S LLC"), with respect to the Common Stock directly and beneficially owned by it;
   
  (iv) Starboard Value and Opportunity C LP, a Delaware limited partnership ("Starboard C LP"), with respect to the Common Stock directly and beneficially owned by it;
   
  (v) Starboard X Master Fund Ltd, a Cayman Islands exempted company ("Starboard X Master"), with respect to the Common Stock directly and beneficially owned by it;
   
  (vi) Starboard P Fund LP, a Cayman Islands exempted limited partnership ("Starboard P LP"), with respect to the Common Stock directly and beneficially owned by it;
   
  (vii) Starboard G Fund, L.P., a Delaware limited partnership ("Starboard G LP"), with respect to the Common Stock directly and beneficially owned by it;
   
  (viii) Starboard Value P GP LLC ("Starboard P GP"), as the general partner of Starboard P LP;
   
  (ix) Starboard Value G GP, LLC ("Starboard G GP"), as the general partner of Starboard G LP;
   
  (x) Starboard Value A LP ("Starboard A LP"), as the managing member of Starboard G GP;
   
  (xi) Starboard Value A GP LLC ("Starboard A GP"), as the general partner of Starboard A LP;
   
  (xii) Starboard Value R LP ("Starboard R LP"), as the general partner of Starboard C LP and the managing member of Starboard P GP;
   
  (xiii) Starboard Value L LP ("Starboard L GP"), as the general partner of Starboard L Master;  
   
  (xiv) Starboard Value R GP LLC ("Starboard R GP"), as the general partner of Starboard R LP and Starboard L GP;
   
  (xv) Starboard Value LP ("Starboard Value"), as the investment manager of Starboard V&O Master Fund, Starboard L Master, Starboard C LP, Starboard X Master, Starboard P LP, Starboard G LP and of a certain managed account (the "Starboard Value LP Account") and the manager of Starboard S LLC;

  

 

CUSIP No. 57667L107SCHEDULE 13DPage 23 of 32 Pages

  

  (xvi) Starboard Value GP LLC ("Starboard Value GP"), as the general partner of Starboard Value;
   
  (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 ("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; and
   
  (xx) Peter A. Feld ("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.

  

  Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
   
(b) The address of the principal office of each of Starboard V&O Master Fund, Starboard L Master, Starboard S LLC, Starboard C LP, Starboard X Master, Starboard P LP, Starboard P GP, Starboard G LP, Starboard G GP, Starboard A LP, Starboard A GP, Starboard R LP, Starboard L GP, Starboard R GP, Starboard Value, 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, 10th Floor, Fort Lauderdale, Florida 33301.  The officers and directors of Starboard V&O Master 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 Master Fund is serving as a private investment fund. Starboard V&O Master 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 X Master, Starboard P LP and Starboard G LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value provides investment advisory and management services and acts as the investment manager of Starboard V&O Master Fund, Starboard C LP, Starboard L Master, Starboard X Master, Starboard P LP, Starboard G LP 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. 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 A LP serves as the managing member of Starboard G GP. Starboard A GP serves as the general partner of Starboard A LP. Starboard R LP serves as the general partner of Starboard C LP and the managing member of Starboard P GP. 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. Starboard P GP serves as the general partner of Starboard P LP. Starboard G GP serves as the general partner of Starboard G 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.

  

 

CUSIP No. 57667L107SCHEDULE 13DPage 24 of 32 Pages

  

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
(e) No Reporting Person 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.
   
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
   
  The Common Stock purchased by each of Starboard V&O Master Fund, Starboard L Master, Starboard S LLC, Starboard C LP, Starboard P LP, Starboard G LP, Starboard X Master and Starboard Value (through 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.
   
 

The aggregate purchase price of the 8,469,134 shares of Common Stock beneficially owned by Starboard V&O Master Fund is $288,042,019.87, excluding brokerage commissions (including $176,475,287.94 paid as consideration for Starboard V&O Master Fund's entry into certain Current Forward Contracts for the purchase of 5,147,080 shares of Common Stock). The aggregate purchase price of the 468,907 shares of Common Stock beneficially owned by Starboard L Master is $16,151,504.38, excluding brokerage commissions. The aggregate purchase price of the 1,092,611 shares of Common Stock beneficially owned by Starboard S LLC is $37,568,053.48, excluding brokerage commissions. The aggregate purchase price of the 847,487 shares of Common Stock beneficially owned by Starboard C LP is $29,136,819.75, excluding brokerage commissions. The aggregate purchase price of the 2,808,872 shares of Common Stock beneficially owned by Starboard X Master is $96,635,470.94, excluding brokerage commissions. The aggregate purchase price of the 1,633,466 shares of Common Stock beneficially owned by the Starboard Value LP Account is $50,990,898.34, excluding brokerage commissions. The aggregate purchase price of the 1,257,198 shares of Common Stock beneficially owned by Starboard P LP is $40,565,663.39, excluding brokerage commissions (including $38,879,558.18 paid as consideration for Starboard P LP's entry into certain UBS Current Forward Contracts (as defined below) for the purchase of 1,204,490 shares of Common Stock). The aggregate purchase price of the 1,064,175 shares of Common Stock beneficially owned by Starboard G LP is $32,720,882.64, excluding brokerage commissions.

 

Item 4. PURPOSE OF TRANSACTION.
   
  The Reporting Persons purchased the shares of Common Stock described herein based on the Reporting Persons' belief that the Common Stock, when purchased, was undervalued and represented an attractive investment opportunity.
   
  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Stock at prices that would make the purchase or sale of such 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 the shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 25 of 32 Pages

 

 

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 Common Stock, 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 (the "Board"), 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 of the Issuer, 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 of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

   
 

On July 15, 2024, Starboard Value delivered a letter to the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

   
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
   
(a) The percentages used in this Schedule 13D are calculated based upon 265,668,115 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2024.
   
  See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned by each of the Reporting Persons. 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.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in shares of Common Stock listed hereto were effected in the open market through various brokerage entities.
   
  In addition to the shares of Common Stock beneficially owned by the Reporting Persons as set forth in this filing, and while the Reporting Persons have no current knowledge of the following holdings, the Reporting Persons understand that TD Asset Management Inc. and Toronto Dominion Bank (together, "TD") had investment discretion over 1,129,020 shares of Common Stock as of March 31, 2024, which would represent beneficial ownership of approximately 0.4% of the outstanding shares of Common Stock as of such date, as such information is set forth in the Form 13F-HR filings filed by TD Asset Management Inc. on May 8, 2024 and by Toronto Dominion Bank on May 14, 2024. As reported in the Form ADV filed by Starboard Value, Toronto Dominion Bank is included as an indirect control person under Schedule B/C Indirect Owners of the Form ADV as a result of the closing of the acquisition of Cowen Inc. by Toronto Dominion Bank. The validity of the indirect transfer of Cowen Inc.'s ownership interest in Starboard Value is subject to an ongoing dispute. The Reporting Persons disclaim the existence of a "group" within the meaning of Section 13(d)(3) of the Exchange Act with TD or any other person other than the other Reporting Persons.
   
(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 of Common Stock.
   
(e) Not applicable.

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 26 of 32 Pages

  

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
   
  Each of the Reporting Persons is party to that certain Joint Filing Agreement, attached hereto as Exhibit 99.2 and incorporated herein by reference.
   
 

Each of Starboard V&O Master Fund and Starboard P LP entered into forward purchase contracts with UBS (the "UBS Current Forward Contracts") as a counterparty, and Starboard V&O Master Fund entered into forward purchase contracts with Goldman Sachs (the "Goldman Sachs Current Forward Contracts" and, together with the UBS Current Forward Contracts, the "Current Forward Contracts") as a counterparty. The Current Forward Contracts provide for the purchase of an aggregate of 6,351,570 shares of Common Stock. Each of the UBS Current Forward Contracts has a final valuation date of September 15, 2025 and each of the Goldman Sachs Current Forward Contracts has a final valuation date of September 26, 2025; however, each of Starboard V&O Master Fund and Starboard P LP has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the Current Forward Contracts provides for physical settlement. Until the settlement date, none of the Current Forward Contracts give Starboard V&O Master Fund and Starboard P LP, as applicable, voting or dispositive control over the shares of Common Stock to which such contracts relate.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit 99.1:

Letter to the Issuer's CEO and CFO, dated July 15, 2024.

   
Exhibit 99.2: Joint Filing Agreement by and among the Reporting Persons, dated as of July 15, 2024.
   
Exhibit 99.3 Powers of Attorney for Jeffrey C. Smith and Peter A. Feld, dated as of July 15, 2024.

  

 

CUSIP No. 57667L107SCHEDULE 13DPage 27 of 32 Pages

 

SIGNATURES

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

Dated: July 15, 2024

 

Starboard Value and Opportunity Master Fund LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

By: Starboard Value L LP,

its general partner

 

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 X Master Fund LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD P FUND LP

By: Starboard Value P GP LLC,

its general partner

 

STARBOARD G FUND, L.P.

By: Starboard Value G GP, LLC,

its general partner

 

STARBOARD VALUE P GP LLC

By: Starboard Value R LP,

its managing member

 

STARBOARD VALUE G GP, LLC

By: Starboard Value A LP,

its managing member

 

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

 

STARBOARD VALUE A GP LLC

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

        its general partner

 

STARBOARD VALUE L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE R GP LLC

 

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 

 

  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

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 28 of 32 Pages

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

 

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. 57667L107SCHEDULE 13DPage 29 of 32 Pages

 

SCHEDULE B

 

TRANSACTIONS IN COMMON SHARES BY THE REPORTING PERSONS

 

The following table set forth all transactions in the shares of Common Stock effected by each of the Reporting Persons during the past sixty (60) days. All such transactions were effected in the open market through a broker and all prices per share exclude commissions.

 

 

Starboard Value LP (through the Starboard Value LP Account)

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 56,931 29.9598 07/08/2024
Purchase of Common Stock 4,404 29.5204 07/08/2024
Purchase of Common Stock 893 30.8542 07/09/2024
Purchase of Common Stock 53,307 30.8096 07/09/2024
Purchase of Common Stock 53,776 30.7407 07/10/2024
Purchase of Common Stock 13,553 30.9601 07/10/2024
Purchase of Common Stock 12,677 31.5438 07/11/2024
Purchase of Common Stock 17,872 31.5211 07/11/2024
Purchase of Common Stock 525 31.5000 07/12/2024
Purchase of Common Stock 21,483 32.3362 07/12/2024
Purchase of Common Stock 11,710 32.4196 07/12/2024
Purchase of Common Stock 506,035 30.4108 07/12/2024
Sale of Current Forward Contract* (506,035) 30.3200 07/12/2024
Sale of Current Forward Contract* (869,800) 31.6050 07/15/2024
Purchase of Common Stock 869,800 31.7702 07/15/2024
Purchase of Common Stock 1,657 31.9722 07/15/2024
Purchase of Common Stock 8,843 31.9928 07/15/2024

 

 

Starboard Value and Opportunity Master Fund Ltd

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 292,034 29.9598 07/08/2024
Purchase of Common Stock 22,592 29.5204 07/08/2024
Purchase of Common Stock 4,581 30.8542 07/09/2024
Purchase of Common Stock 273,446 30.8096 07/09/2024
Purchase of Common Stock 275,850 30.7407 07/10/2024
Purchase of Common Stock 69,522 30.9601 07/10/2024
Purchase of Common Stock 65,031 31.5438 07/11/2024
Purchase of Common Stock 91,676 31.5211 07/11/2024
Purchase of Common Stock 2,691 31.5000 07/12/2024
Purchase of Common Stock 110,202 32.3362 07/12/2024
Purchase of Common Stock 60,070 32.4196 07/12/2024
Sale of Current Forward Contract* (2,000,000) 34.7666 07/15/2024
Purchase of Common Stock 2,000,000 35.3379 07/15/2024
Purchase of Common Stock 8,497 31.9722 07/15/2024
Purchase of Common Stock 45,362 31.9928 07/15/2024

 

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 30 of 32 Pages

 

Starboard Value and Opportunity Master Fund L LP

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 14,760 29.9598 07/08/2024
Purchase of Common Stock 1,142 29.5204 07/08/2024
Purchase of Common Stock 232 30.8542 07/09/2024
Purchase of Common Stock 13,820 30.8096 07/09/2024
Purchase of Common Stock 13,942 30.7407 07/10/2024
Purchase of Common Stock 3,514 30.9601 07/10/2024
Purchase of Common Stock 3,287 31.5438 07/11/2024
Purchase of Common Stock 4,633 31.5211 07/11/2024
Purchase of Common Stock 136 31.5000 07/12/2024
Purchase of Common Stock 5,570 32.3362 07/12/2024
Purchase of Common Stock 3,036 32.4196 07/12/2024
Purchase of Common Stock 147,710 34.5390 07/12/2024
Sale of Current Forward Contract* (147,710) 34.0325 07/12/2024
Sale of Current Forward Contract* (254,402) 34.6568 07/15/2024
Purchase of Common Stock 254,402 35.3136 07/15/2024
Purchase of Common Stock 430 31.9722 07/15/2024
Purchase of Common Stock 2,293 31.9928 07/15/2024

 

Starboard Value and Opportunity S LLC

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 37,954 29.9598 07/08/2024
Purchase of Common Stock 2,936 29.5204 07/08/2024
Purchase of Common Stock 595 30.8542 07/09/2024
Purchase of Common Stock 35,538 30.8096 07/09/2024
Purchase of Common Stock 35,850 30.7407 07/10/2024
Purchase of Common Stock 9,035 30.9601 07/10/2024
Purchase of Common Stock 8,452 31.5438 07/11/2024
Purchase of Common Stock 11,915 31.5211 07/11/2024
Purchase of Common Stock 350 31.5000 07/12/2024
Purchase of Common Stock 14,322 32.3362 07/12/2024
Purchase of Common Stock 7,807 32.4196 07/12/2024
Purchase of Common Stock 338,459 34.5348 07/12/2024
Sale of Current Forward Contract* (338,459) 34.0288 07/12/2024
Sale of Current Forward Contract* (582,399) 34.6579 07/15/2024
Purchase of Common Stock 582,399 35.3148 07/15/2024
Purchase of Common Stock 1,104 31.9722 07/15/2024
Purchase of Common Stock 5,895 31.9928 07/15/2024

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 31 of 32 Pages

 

 

Starboard Value and Opportunity C LP

 

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 29,519 29.9598 07/08/2024
Purchase of Common Stock 2,284 29.5204 07/08/2024
Purchase of Common Stock 463 30.8542 07/09/2024
Purchase of Common Stock 27,641 30.8096 07/09/2024
Purchase of Common Stock 27,884 30.7407 07/10/2024
Purchase of Common Stock 7,028 30.9601 07/10/2024
Purchase of Common Stock 6,573 31.5438 07/11/2024
Purchase of Common Stock 9,267 31.5211 07/11/2024
Purchase of Common Stock 272 31.5000 07/12/2024
Purchase of Common Stock 11,140 32.3362 07/12/2024
Purchase of Common Stock 6,072 32.4196 07/12/2024
Purchase of Common Stock 262,700 34.5307 07/12/2024
Sale of Current Forward Contract* (262,700) 34.0249 07/12/2024
Sale of Current Forward Contract* (451,200) 34.6576 07/15/2024
Purchase of Common Stock 451,200 35.3145 07/15/2024
Purchase of Common Stock 859 31.9722 07/15/2024
Purchase of Common Stock 4,585 31.9928 07/15/2024

 

Starboard X Master Fund Ltd

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 95,939 29.9598 07/08/2024
Purchase of Common Stock 7,422 29.5204 07/08/2024
Purchase of Common Stock 1,505 30.8542 07/09/2024
Purchase of Common Stock 89,833 30.8096 07/09/2024
Purchase of Common Stock 90,622 30.7407 07/10/2024
Purchase of Common Stock 22,839 30.9601 07/10/2024
Purchase of Common Stock 21,364 31.5438 07/11/2024
Purchase of Common Stock 30,117 31.5211 07/11/2024
Purchase of Common Stock 884 31.5000 07/12/2024
Purchase of Common Stock 36,204 32.3362 07/12/2024
Purchase of Common Stock 19,734 32.4196 07/12/2024
Purchase of Common Stock 869,965 34.5557 07/12/2024
Sale of Current Forward Contract* (869,965) 34.0481 07/12/2024
Sale of Current Forward Contract* (1,504,750) 34.6614 07/15/2024
Purchase of Common Stock 1,504,750 35.3183 07/15/2024
Purchase of Common Stock 2,791 31.9722 07/15/2024
Purchase of Common Stock 14,903 31.9928 07/15/2024

 

 

 

CUSIP No. 57667L107SCHEDULE 13DPage 32 of 32 Pages

 

 

Starboard P Fund LP

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 253,526 29.9598 07/08/2024
Purchase of Common Stock 19,613 29.5204 07/08/2024
Purchase of Common Stock 3,977 30.8542 07/09/2024
Purchase of Common Stock 237,390 30.8096 07/09/2024
Purchase of Common Stock 268,159 30.7407 07/10/2024
Purchase of Common Stock 67,583 30.9601 07/10/2024
Purchase of Common Stock 63,218 31.5438 07/11/2024
Purchase of Common Stock 89,120 31.5211 07/11/2024
Purchase of Common Stock 3,142 31.5000 07/12/2024
Purchase of Common Stock 128,642 32.3362 07/12/2024
Purchase of Common Stock 70,120 32.4196 07/12/2024
Sale of Common Stock (500,000) 32.2587 07/12/2024
Sale of Common Stock (502,586) 32.3732 07/12/2024
Purchase of Current Forward Contract* 1,002,586 32.3362 07/12/2024
Sale of Common Stock (201,904) 31.9840 07/15/2024
Purchase of Current Forward Contract* 201,904 31.9941 07/15/2024
Purchase of Common Stock 8,315 31.9722 07/15/2024
Purchase of Common Stock 44,393 31.9928 07/15/2024

 

Starboard G Fund, L.P.

 

Nature of the Transaction Amount of Securities Purchased (Sold) Price per Share ($) Date of Purchase/Sale
Purchase of Common Stock 253,441 29.9598 07/08/2024
Purchase of Common Stock 19,607 29.5204 07/08/2024
Purchase of Common Stock 3,976 30.8542 07/09/2024
Purchase of Common Stock 237,310 30.8096 07/09/2024
Purchase of Common Stock 268,070 30.7407 07/10/2024
Purchase of Common Stock 67,561 30.9601 07/10/2024
Purchase of Common Stock 63,197 31.5438 07/11/2024
Purchase of Common Stock 89,090 31.5211 07/11/2024
Purchase of Common Stock 9,769 31.9722 07/15/2024
Purchase of Common Stock 52,154 31.9928 07/15/2024

 

 

* See Item 6 of this Schedule 13D for more information on the Current Forward Contracts.