0000921895-22-002934.txt : 20221108
0000921895-22-002934.hdr.sgml : 20221108
20221108201558
ACCESSION NUMBER: 0000921895-22-002934
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221030
FILED AS OF DATE: 20221108
DATE AS OF CHANGE: 20221108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Value & Opportunity C LP
CENTRAL INDEX KEY: 0001571704
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370404
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
CENTRAL INDEX KEY: 0001373638
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370406
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-845-7906
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370407
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Value GP LLC
CENTRAL INDEX KEY: 0001517138
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370399
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY S LLC
CENTRAL INDEX KEY: 0001519812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370405
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard X Master Fund Ltd
CENTRAL INDEX KEY: 0001833016
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370402
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Value R LP
CENTRAL INDEX KEY: 0001575972
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370401
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212)845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Value R GP LLC
CENTRAL INDEX KEY: 0001575979
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370398
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Value & Opportunity Master Fund L LP
CENTRAL INDEX KEY: 0001767736
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370403
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Value L LP
CENTRAL INDEX KEY: 0001767773
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 221370400
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ACACIA RESEARCH CORP
CENTRAL INDEX KEY: 0000934549
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 954405754
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 767 3RD AVENUE, 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 332-236-8500
MAIL ADDRESS:
STREET 1: 767 3RD AVENUE, 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
3
1
form306297282a_11082022.xml
OWNERSHIP DOCUMENT
X0206
3
2022-10-30
0
0000934549
ACACIA RESEARCH CORP
ACTG
0001517137
Starboard Value LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
1
1
See Footnote 2
0001373638
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001519812
STARBOARD VALUE & OPPORTUNITY S LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001571704
Starboard Value & Opportunity C LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001767736
Starboard Value & Opportunity Master Fund L LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001833016
Starboard X Master Fund Ltd
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001575972
Starboard Value R LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001767773
Starboard Value L LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
0001517138
Starboard Value GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
1
1
See Footnote 2
0001575979
Starboard Value R GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
0
1
See Footnote 2
Common Stock, par value $0.001 per share
2703404
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, par value $0.001 per share
500000
I
By Starboard Value and Opportunity S LLC
Common Stock, par value $0.001 per share
850000
I
By Managed Account of Starboard Value LP
Common Stock, par value $0.001 per share
290000
I
By Starboard Value and Opportunity C LP
Common Stock, par value $0.001 per share
275000
I
By Starboard Value and Opportunity Master Fund L LP
Common Stock, par value $0.001 per share
381596
I
By Starboard X Master Fund Ltd
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
189239
I
By Starboard Value and Opportunity Master Fund Ltd
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
35000
I
By Starboard Value and Opportunity S LLC
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
59500
I
By Managed Account of Starboard Value LP
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
20300
I
By Starboard Value and Opportunity C LP
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
19250
I
By Starboard Value and Opportunity Master Fund L LP
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
26711
I
By Starboard X Master Fund Ltd
Series B Warrants
Common Stock, par value $0.001 per share
54068052
I
By Starboard Value and Opportunity Master Fund Ltd
Series B Warrants
Common Stock, par value $0.001 per share
10000000
I
By Starboard Value and Opportunity S LLC
Series B Warrants
Common Stock, par value $0.001 per share
17000000
I
By Managed Account of Starboard Value LP
Series B Warrants
Common Stock, par value $0.001 per share
5800000
I
By Starboard Value and Opportunity C LP
Series B Warrants
Common Stock, par value $0.001 per share
5500000
I
By Starboard Value and Opportunity Master Fund L LP
Series B Warrants
Common Stock, par value $0.001 per share
7631948
I
By Starboard X Master Fund Ltd
This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. 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 securities 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 securities for purposes of Section 16 or for any other purpose.
Securities 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 securities 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 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 securities beneficially owned by Starboard V&O Fund.
Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. 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 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 securities beneficially owned by Starboard S LLC.
Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). 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 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 securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.
Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. 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 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 securities beneficially owned by Starboard C LP.
Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. 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 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 securities beneficially owned by Starboard L Master.
Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. 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 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 securities beneficially owned by Starboard X Master.
Pursuant to a certain Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Series A Convertible Preferred Stock reported herein will be converted into shares of Common Stock on or prior to July 14, 2023, subject to the receipt of stockholder approval at the Issuer's next annual meeting of stockholders for an amendment and restatement of the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, dated as of January 7, 2020, to remove a 4.89% "blocker" provision.
The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants to be cancelled immediately following the completion of a certain rights offering contemplated under the Recapitalization Agreement.
The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.
Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value and Opportunity C LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value and Opportunity Master Fund L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard X Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value R LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08
Starboard Value R GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory
2022-11-08