0000921895-12-001657.txt : 20120810 0000921895-12-001657.hdr.sgml : 20120810 20120810215122 ACCESSION NUMBER: 0000921895-12-001657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120808 FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL MARK R CENTRAL INDEX KEY: 0001285596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025842 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025843 MAIL ADDRESS: STREET 1: C/O STARBOARD VALUE LP STREET 2: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feld Peter A CENTRAL INDEX KEY: 0001410600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025846 MAIL ADDRESS: STREET 1: RAMIUS CAPITAL GROUP STREET 2: 599 LEXINGTON AVE., 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SURMODICS INC CENTRAL INDEX KEY: 0000924717 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411356149 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 9924 W 74TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128292700 MAIL ADDRESS: STREET 1: 9924 WEST 74TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: BSI CORP DATE OF NAME CHANGE: 19970506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001373638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025841 BUSINESS ADDRESS: STREET 1: C/O STARBOARD VALUE LP STREET 2: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-845-7906 MAIL ADDRESS: STREET 1: C/O STARBOARD VALUE LP STREET 2: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY FUND LTD DATE OF NAME CHANGE: 20110404 FORMER NAME: FORMER CONFORMED NAME: RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD DATE OF NAME CHANGE: 20090730 FORMER NAME: FORMER CONFORMED NAME: Starboard Value & Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025847 BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value GP LLC CENTRAL INDEX KEY: 0001517138 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025848 BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Principal Co LP CENTRAL INDEX KEY: 0001517139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025845 BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Principal Co GP LLC CENTRAL INDEX KEY: 0001517140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23837 FILM NUMBER: 121025844 BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form406297086_08102012.xml OWNERSHIP DOCUMENT X0306 4 2012-08-08 0 0000924717 SURMODICS INC SRDX 0001517137 Starboard Value LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 0001517138 Starboard Value GP LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 0001517139 Starboard Principal Co LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 0001517140 Starboard Principal Co GP LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 0001362697 Smith Jeffrey C C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 1 0 1 0 0001285596 MITCHELL MARK R C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 0001410600 Feld Peter A C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 0001373638 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2012-08-08 4 S 0 19650 17.7201 D 1546917 I By Starboard Value and Opportunity Master Fund Ltd Common Stock 2012-08-08 4 S 0 12750 17.7039 D 1534167 I By Starboard Value and Opportunity Master Fund Ltd Common Stock 2012-08-08 4 S 0 6550 17.7201 D 515643 I By Managed Account of Starboard Value LP Common Stock 2012-08-08 4 S 0 4250 17.7039 D 511393 I By Managed Account of Starboard Value LP Common Stock 2012-08-09 4 S 0 127500 17.7666 D 1406667 I By Starboard Value and Opportunity Master Fund Ltd Common Stock 2012-08-09 4 S 0 8250 17.7706 D 1398417 I By Starboard Value and Opportunity Master Fund Ltd Common Stock 2012-08-09 4 S 0 2750 17.7706 D 508643 I By Managed Account of Starboard Value LP Common Stock 2012-08-09 4 S 0 42500 17.7666 D 466143 I By Managed Account of Starboard Value LP Common Stock 2012-08-10 4 S 0 24945 17.6132 D 1373472 I By Starboard Value and Opportunity Master Fund Ltd Common Stock 2012-08-10 4 S 0 75 17.58 D 1373397 I By Starboard Value and Opportunity Master Fund Ltd Common Stock 2012-08-10 4 S 0 8315 17.6132 D 457828 I By Managed Account of Starboard Value LP Common Stock 2012-08-10 4 S 0 25 17.58 D 457803 I By Managed Account of Starboard Value LP This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Shares held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard Value LP. Starboard Value LP; By: Starboard Value GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2012-08-10 Starboard Value and Opportunity Master Fund Ltd; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2012-08-10 Starboard Value GP LLC; By: Starboard Principal Co LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 2012-08-10 Starboard Principal Co LP; By:Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2012-08-10 Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 2012-08-10 By: /s/ Jeffrey C. Smith 2012-08-10 Mark R. Mitchell; By: /s/ Jeffrey C. Smith, Attorney in Fact 2012-08-10 Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact 2012-08-10