0000921895-23-000640.txt : 20230303
0000921895-23-000640.hdr.sgml : 20230303
20230303172736
ACCESSION NUMBER: 0000921895-23-000640
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230301
FILED AS OF DATE: 20230303
DATE AS OF CHANGE: 20230303
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: 001-37721
FILM NUMBER: 23705985
MAIL ADDRESS:
STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
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: 001-37721
FILM NUMBER: 23705984
MAIL ADDRESS:
STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
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: 001-37721
FILM NUMBER: 23705986
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 Principal Co LP
CENTRAL INDEX KEY: 0001517139
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 23705987
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
4
1
form406297282b_03032023.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-01
0
0000934549
ACACIA RESEARCH CORP
ACTG
0001517139
Starboard Principal Co LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
1
1
See Footnote 2
0001517140
Starboard Principal Co GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
1
1
See Footnote 2
0001410600
Feld Peter A
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE
FL
33301
0
0
1
1
See Footnote 2
0001362697
Smith Jeffrey C
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE
FL
33301
0
0
1
1
See Footnote 2
Common Stock, par value $0.001 per share
2023-03-01
4
M
0
8110216
5.2500
A
10813620
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, par value $0.001 per share
2023-03-01
4
M
0
1500000
5.2500
A
2000000
I
By Starboard Value and Opportunity S LLC
Common Stock, par value $0.001 per share
2023-03-01
4
M
0
2550000
5.2500
A
3400000
I
By Managed Account of Starboard Value LP
Common Stock, par value $0.001 per share
2023-03-01
4
M
0
870000
5.2500
A
1160000
I
By Starboard Value and Opportunity C LP
Common Stock, par value $0.001 per share
2023-03-01
4
M
0
825000
5.2500
A
1100000
I
By Starboard Value and Opportunity Master Fund L LP
Common Stock, par value $0.001 per share
2023-03-01
4
M
0
1144784
5.2500
A
1526380
I
By Starboard X Master Fund Ltd
Subscription Rights (right to buy)
5.25
2023-03-01
4
M
0
8110216
0
D
2023-02-15
2023-03-01
Common Stock, par value $0.001 per share
8110216
0
I
By Starboard Value and Opportunity Master Fund Ltd
Subscription Rights (right to buy)
5.25
2023-03-01
4
M
0
1500000
0
D
2023-02-15
2023-03-01
Common Stock, par value $0.001 per share
1500000
0
I
By Starboard Value and Opportunity S LLC
Subscription Rights (right to buy)
5.25
2023-03-01
4
M
0
2550000
0
D
2023-02-15
2023-03-01
Common Stock, par value $0.001 per share
2550000
0
I
By Managed Account of Starboard Value LP
Subscription Rights (right to buy)
5.25
2023-03-01
4
M
0
870000
0
D
2023-02-15
2023-03-01
Common Stock, par value $0.001 per share
870000
0
I
By Starboard Value and Opportunity C LP
Subscription Rights (right to buy)
5.25
2023-03-01
4
M
0
825000
0
D
2023-02-15
2023-03-01
Common Stock, par value $0.001 per share
825000
0
I
By Starboard Value and Opportunity Master Fund L LP
Subscription Rights (right to buy)
5.25
2023-03-01
4
M
0
1144784
0
D
2023-02-15
2023-03-01
Common Stock, par value $0.001 per share
1144784
0
I
By Starboard X Master Fund Ltd
Series B Warrants
2023-03-03
4
D
0
37032912
D
Common Stock, par value $0.001 per share
37032912
17035140
I
By Starboard Value and Opportunity Master Fund Ltd
Series B Warrants
2023-03-03
4
D
0
6849315
D
Common Stock, par value $0.001 per share
6849315
3150685
I
By Starboard Value and Opportunity S LLC
Series B Warrants
2023-03-03
4
D
0
11643836
D
Common Stock, par value $0.001 per share
11643836
5356164
I
By Managed Account of Starboard Value LP
Series B Warrants
2023-03-03
4
D
0
3972603
D
Common Stock, par value $0.001 per share
3972603
1827397
I
By Starboard Value and Opportunity C LP
Series B Warrants
2023-03-03
4
D
0
3767123
D
Common Stock, par value $0.001 per share
3767123
1732877
I
By Starboard Value and Opportunity Master Fund L LP
Series B Warrants
2023-03-03
4
D
0
5227362
D
Common Stock, par value $0.001 per share
5227362
2404586
I
By Starboard X Master Fund Ltd
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
189239
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
35000
I
By Managed Account of Starboard Value LP
Series A Convertible Preferred Stock
3.65
Common Stock, par value $0.001 per share
59500
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
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
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
26711
I
By Starboard X Master Fund Ltd
This Form 4 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 second 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 the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.
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 cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.
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.
Pursuant to the Recapitalization Agreement, 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.
Starboard Principal Co LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2023-03-03
Starboard Principal Co GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory
2023-03-03
Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact
2023-03-03
By: /s/ Jeffrey C. Smith
2023-03-03