Form 4 for ACTG ACACIA RESEARCH CORP
Accepted 2023-03-03 00:00:00 ET · period of report 2023-03-01 · accession 0000921895-23-000640 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-03-03 | 2023-03-01 | ACTG | Starboard Principal Co GP LLC | 10%, See Footnote 2 | M - OptEx | $5.25 | +15.00M | 2.00M | New | +$78.75M |
| DMI | 2023-03-03 | 2023-03-01 | ACTG | Starboard Principal Co GP LLC | 10%, See Footnote 2 | M - OptEx | $0.00 | -15.00M | 0 | -100% | $0 |
| DMI | 2023-03-03 | 2023-03-03 | ACTG | Starboard Principal Co GP LLC | 10%, See Footnote 2 | D - Sale to Iss | — | -68.49M | 2.40M | -97% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.001 per share | 2023-03-01 | M | A | 1,144,784 | $5.25 | 1,526,380 | I By Starboard X Master Fund Ltd | — | — | (F2) 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. (F1) 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"). (F8) 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. |
| 2 | Common | Common Stock, par value $0.001 per share | 2023-03-01 | M | A | 825,000 | $5.25 | 1,100,000 | I By Starboard Value and Opportunity Master Fund L LP | — | — | (F2) 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. (F1) 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"). (F7) 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. |
| 3 | Common | Common Stock, par value $0.001 per share | 2023-03-01 | M | A | 870,000 | $5.25 | 1,160,000 | I By Starboard Value and Opportunity C LP | — | — | (F2) 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. (F1) 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"). (F6) 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. |
| 4 | Common | Common Stock, par value $0.001 per share | 2023-03-01 | M | A | 2,550,000 | $5.25 | 3,400,000 | I By Managed Account of Starboard Value LP | — | — | (F2) 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. (F1) 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"). (F5) 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. |
| 5 | Common | Common Stock, par value $0.001 per share | 2023-03-01 | M | A | 8,110,216 | $5.25 | 10,813,620 | I By Starboard Value and Opportunity Master Fund Ltd | — | — | (F2) 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. (F1) 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"). (F3) 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. |
| 6 | Common | Common Stock, par value $0.001 per share | 2023-03-01 | M | A | 1,500,000 | $5.25 | 2,000,000 | I By Starboard Value and Opportunity S LLC | — | — | (F2) 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. (F1) 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"). (F4) 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. |
| 7 | Derivative | Subscription Rights (right to buy) | 2023-03-01 | M | D | 2,550,000 | $0.00 | 0 | I By Managed Account of Starboard Value LP | $5.25 · 2023-02-15 to 2023-03-01 | 2,550,000 Common Stock, par value $0.001 per share | (F5) 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. |
| 8 | Derivative | Subscription Rights (right to buy) | 2023-03-01 | M | D | 870,000 | $0.00 | 0 | I By Starboard Value and Opportunity C LP | $5.25 · 2023-02-15 to 2023-03-01 | 870,000 Common Stock, par value $0.001 per share | (F6) 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. |
| 9 | Derivative | Subscription Rights (right to buy) | 2023-03-01 | M | D | 825,000 | $0.00 | 0 | I By Starboard Value and Opportunity Master Fund L LP | $5.25 · 2023-02-15 to 2023-03-01 | 825,000 Common Stock, par value $0.001 per share | (F7) 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. |
| 10 | Derivative | Subscription Rights (right to buy) | 2023-03-01 | M | D | 1,500,000 | $0.00 | 0 | I By Starboard Value and Opportunity S LLC | $5.25 · 2023-02-15 to 2023-03-01 | 1,500,000 Common Stock, par value $0.001 per share | (F4) 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. |
| 11 | Derivative | Subscription Rights (right to buy) | 2023-03-01 | M | D | 8,110,216 | $0.00 | 0 | I By Starboard Value and Opportunity Master Fund Ltd | $5.25 · 2023-02-15 to 2023-03-01 | 8,110,216 Common Stock, par value $0.001 per share | (F3) 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. |
| 12 | Derivative | Subscription Rights (right to buy) | 2023-03-01 | M | D | 1,144,784 | $0.00 | 0 | I By Starboard X Master Fund Ltd | $5.25 · 2023-02-15 to 2023-03-01 | 1,144,784 Common Stock, par value $0.001 per share | (F8) 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. |
| 13 | Derivative | Series B Warrants | 2023-03-03 | D | D | 37,032,912 | — | 17,035,140 | I By Starboard Value and Opportunity Master Fund Ltd | — · — to — | 37,032,912 Common Stock, par value $0.001 per share | (F11) 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. (F10) 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. (F3) 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. |
| 14 | Derivative | Series B Warrants | 2023-03-03 | D | D | 6,849,315 | — | 3,150,685 | I By Starboard Value and Opportunity S LLC | — · — to — | 6,849,315 Common Stock, par value $0.001 per share | (F11) 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. (F10) 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. (F4) 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. |
| 15 | Derivative | Series B Warrants | 2023-03-03 | D | D | 11,643,836 | — | 5,356,164 | I By Managed Account of Starboard Value LP | — · — to — | 11,643,836 Common Stock, par value $0.001 per share | (F11) 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. (F10) 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. (F5) 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. |
| 16 | Derivative | Series B Warrants | 2023-03-03 | D | D | 3,972,603 | — | 1,827,397 | I By Starboard Value and Opportunity C LP | — · — to — | 3,972,603 Common Stock, par value $0.001 per share | (F11) 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. (F10) 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. (F6) 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. |
| 17 | Derivative | Series B Warrants | 2023-03-03 | D | D | 3,767,123 | — | 1,732,877 | I By Starboard Value and Opportunity Master Fund L LP | — · — to — | 3,767,123 Common Stock, par value $0.001 per share | (F11) 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. (F10) 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. (F7) 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. |
| 18 | Derivative | Series B Warrants | 2023-03-03 | D | D | 5,227,362 | — | 2,404,586 | I By Starboard X Master Fund Ltd | — · — to — | 5,227,362 Common Stock, par value $0.001 per share | (F11) 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. (F10) 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. (F8) 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. |