0000921895-15-001860.txt : 20150805 0000921895-15-001860.hdr.sgml : 20150805 20150805172409 ACCESSION NUMBER: 0000921895-15-001860 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150805 DATE AS OF CHANGE: 20150805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNWIRED PLANET, INC. CENTRAL INDEX KEY: 0001082506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943219054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57801 FILM NUMBER: 151030051 BUSINESS ADDRESS: STREET 1: 170 SOUTH VIRGINIA STREET, SUITE 201 CITY: RENO STATE: NV ZIP: 89501 BUSINESS PHONE: 775-980-2345 MAIL ADDRESS: STREET 1: 170 SOUTH VIRGINIA STREET, SUITE 201 CITY: RENO STATE: NV ZIP: 89501 FORMER COMPANY: FORMER CONFORMED NAME: OPENWAVE SYSTEMS INC DATE OF NAME CHANGE: 20001121 FORMER COMPANY: FORMER CONFORMED NAME: PHONE COM INC DATE OF NAME CHANGE: 19990504 FORMER COMPANY: FORMER CONFORMED NAME: UNWIRED PLANET INC DATE OF NAME CHANGE: 19990324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 sc13da906297094_08032015.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D sc13da906297094_08032015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 9)1

Unwired Planet, Inc.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

91531F103
(CUSIP Number)

JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 3, 2015
(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 (“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. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
1,158,282
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,158,282
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
781,303
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
781,303
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
781,303
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
3

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
335,472
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
335,472
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
335,472
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
12,656
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
12,656
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,656
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
12,656
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
12,656
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,656
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
6

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
12,656
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
12,656
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,656
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
1,158,282
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,158,282
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
1,158,282
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,158,282
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
PN

 
9

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
1,158,282
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,158,282
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
OO

 
10

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
1,158,282
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,158,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
IN

 
11

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
1,158,282
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,158,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%
14
TYPE OF REPORTING PERSON
 
IN

 
12

 
CUSIP NO. 91531F103
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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
 
214,842
8
SHARED VOTING POWER
 
1,158,282
9
SOLE DISPOSITIVE POWER
 
214,842
10
SHARED DISPOSITIVE POWER
 
1,158,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,373,124
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
IN

 
13

 
CUSIP NO. 91531F103
 
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”).  This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard CLP and held in 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 for an aggregate of 641,282 Shares that were acquired pursuant to the Issuer’s Rights Offering on September 9, 2013.  The aggregate purchase price of the 781,303 Shares beneficially owned by Starboard V&O Fund is approximately $1,312,993, excluding brokerage commissions.  The aggregate purchase price of the 335,472 Shares beneficially owned by Starboard S LLC is approximately $651,895, excluding brokerage commissions. The aggregate purchase price of the 12,656 Shares beneficially owned by Starboard C LP is approximately $25,436, excluding brokerage commissions. The aggregate purchase price of the 28,851 Shares held in the Starboard Value LP Account is approximately $60,417, excluding brokerage commissions.
 
The 214,842 Shares owned personally by Peter A. Feld were granted to Mr. Feld as compensation for his service on the Board of Directors of the Issuer.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 112,243,093 Shares outstanding as of May 5, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2015.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on August 4, 2015, Starboard V&O Fund beneficially owned 781,303 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 781,303
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 781,303
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
14

 
CUSIP NO. 91531F103
 
B.
Starboard S LLC
 
 
(a)
As of the close of business on August 4, 2015, Starboard S LLC beneficially owned 335,472 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 335,472
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 335,472
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
C.
Starboard C LP
 
 
(a)
As of the close of business on August 4, 2015, Starboard C LP beneficially owned 12,656 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 12,656
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 12,656
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
D.
Starboard R LP
 
 
(a)
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 12,656 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 12,656
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 12,656
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
15

 
CUSIP NO. 91531F103
 
E.
Starboard R GP
 
 
(a)
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 12,656 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 12,656
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 12,656
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
F.
Starboard Value LP
 
 
(a)
As of the close of business on August 4, 2015, 28,851 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 781,303 Shares owned by Starboard V&O Fund, (ii) 335,472 Shares owned by Starboard S LLC, (iii) 12,656 Shares owned by Starboard C LP and (iv) 28,851 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 1.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,158,282
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,158,282
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
G.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 781,303 Shares owned by Starboard V&O Fund, (ii) 335,472 Shares owned by Starboard S LLC, (iii) 12,656 Shares owned by Starboard C LP and (iv) 28,851 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 1.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,158,282
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,158,282
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
16

 
CUSIP NO. 91531F103
 
H.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 781,303 Shares owned by Starboard V&O Fund, (ii) 335,472 Shares owned by Starboard S LLC, (iii) 12,656 Shares owned by Starboard C LP and (iv) 28,851 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 1.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,158,282
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,158,282
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal Co has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
I.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 781,303 Shares owned by Starboard V&O Fund, (ii) 335,472 Shares owned by Starboard S LLC, (iii) 12,656 Shares owned by Starboard C LP and (iv) 28,851 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 1.0%
 
 
(b)
1. Sole power to vote or direct vote: 1,158,282
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,158,282
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Principal GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
J.
Messrs. Smith and Mitchell
 
 
(a)
Each of Messrs. Smith and Mitchell, 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, may be deemed the beneficial owner of the (i) 781,303 Shares owned by Starboard V&O Fund, (ii) 335,472 Shares owned by Starboard S LLC, (iii) 12,656 Shares owned by Starboard C LP and (iv) 28,851 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 1.0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,158,282
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,158,282

 
(c)
None of Messrs. Smith or Mitchell has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
 
17

 
CUSIP NO. 91531F103
 
K.
Mr. Feld
 
 
(a)
As of the close of business on August 4, 2015, Mr. Feld directly owned 214,842 Shares.  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, may be deemed the beneficial owner of the (i) 781,303 Shares owned by Starboard V&O Fund, (ii) 335,472 Shares owned by Starboard S LLC, (iii) 12,656 Shares owned by Starboard C LP and (iv) 28,851 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 214,842
 
2. Shared power to vote or direct vote: 1,158,282
 
3. Sole power to dispose or direct the disposition: 214,842
 
4. Shared power to dispose or direct the disposition: 1,158,282

 
(c)
Mr. Feld has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(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.
 
 
(e)
As of August 3, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On August 3, 2015, Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP, on behalf of the Starboard Value LP Account (collectively, “Starboard”), entered into a letter agreement (the “Letter Agreement”) with MAST Capital Management, LLC, on behalf of one or more funds under its management (“Mast Capital”), pursuant to which Mast Capital purchased from Starboard 9,000,000 Shares at a purchase price of $0.80 per share.  The full text of the Letter Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
18

 
CUSIP NO. 91531F103
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Letter Agreement, dated August 3, 2015, by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, and Starboard Value LP, on behalf of the Starboard Value LP Account, and MAST Capital Management, LLC, on behalf of certain funds under its management.
 
 
19

 
CUSIP NO. 91531F103
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  August 5, 2015
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
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 VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
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
 
STARBOARD VALUE R 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 Mark R. Mitchell and Peter A. Feld
 
 
20

 
CUSIP NO. 91531F103
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale
 
STARBOARD VALUE AND OPPORTUNITY FUND LTD
 
(13,443)
0.8113
06/08/2015
(6,721)
0.7994
06/09/2015
(9,678)
0.8000
06/11/2015
(26,886)
0.8104
06/12/2015
(5,945)
0.8000
06/15/2015
(50,411)
0.7652
06/19/2015
(21,344)
0.7178
06/22/2015
(6,745)
0.7668
07/15/2015
(6,070,825)*
0.8000
08/03/2015

STARBOARD VALUE AND OPPORTUNITY S LLC

(5,772)
0.8113
06/08/2015
(2,886)
0.7994
06/09/2015
(4,156)
0.8000
06/11/2015
(11,544)
0.8104
06/12/2015
(2,553)
0.8000
06/15/2015
(21,646)
0.7652
06/19/2015
(9,165)
0.7178
06/22/2015
(2,896)
0.7668
07/15/2015
(2,606,661)*
0.8000
08/03/2015

 
STARBOARD VALUE AND OPPORTUNITY C LP

(218)
0.8113
06/08/2015
(109)
0.7994
06/09/2015
(157)
0.8000
06/11/2015
(436)
0.8104
06/12/2015
(96)
0.8000
06/15/2015
(817)
0.7652
06/19/2015
(346)
0.7178
06/22/2015
(110)
0.7668
07/15/2015
(98,339)*
0.8000
08/03/2015
 

* Represents a sale to MAST Capital Management, LLC, pursuant to the Letter Agreement defined and described in Item 6 of this Amendment No. 9 to the Schedule 13D.
 
 
 

 
CUSIP NO. 91531F103
 
STARBOARD VALUE LP
(Through the Starboard Value LP Account)

(567)
0.8113
06/08/2015
(284)
0.7994
06/09/2015
(409)
0.8000
06/11/2015
(1,134)
0.8104
06/12/2015
(251)
0.8000
06/15/2015
(2,126)
0.7652
06/19/2015
(900)
0.7178
06/22/2015
(36,000)
0.6671
06/24/2015
(249)
0.7668
07/15/2015
(224,175)*
0.8000
08/03/2015

 

* Represents a sale to MAST Capital Management, LLC, pursuant to the Letter Agreement defined and described in Item 6 of this Amendment No. 9 to the Schedule 13D.
 
EX-99.1 2 ex991to13da906297094_080315.htm LETTER AGREEMENT, DATED AUGUST 3, 2015 ex991to13da906297094_080315.htm
Exhibit 99.1
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
c/o Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
 
August 3, 2015


MAST Capital Management, LLC
200 Clarendon Street, 51st Floor
Boston, MA 02116

Re:           Shares of Common Stock of Unwired Planet, Inc.

Dear Sirs:

This letter is being delivered in connection with the purchase from Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, and Starboard Value LP on behalf of the managed account (collectively, the “Seller”) by MAST Capital Management, LLC, on behalf of one or more funds under its management (collectively, the “Purchaser”), of 9,000,000 shares of common stock (the “Securities”) of Unwired Planet, Inc. (the “Company”) at a purchase price of $0.80 per share.

1.           Seller acknowledges that Purchaser (a) now possesses and may hereafter possess certain non-public information concerning the Company and its affiliates and/or the Securities that may or may not be known by Seller (the “Non-Public Information”) which may constitute material information with respect to the foregoing, and (b) is relying on this letter and would not enter into a transaction to purchase the Securities from Seller absent this letter.  Seller agrees to sell the Seller's Securities to Purchaser notwithstanding that it is aware that the Non-Public Information exists and that Purchaser has not disclosed any Non-Public Information to it.  Seller acknowledges that it is a sophisticated seller with respect to the purchase and sale of Securities such as the Securities and that Purchaser has no obligations to Seller to disclose such Non-Public Information. Additionally, Seller acknowledges that it has adequate information concerning the Securities, and the business and financial condition of the Company and its affiliates, to make an informed decision regarding the sale of the Securities, and has independently and without reliance upon the Purchaser, and based upon such information as the Seller has deemed appropriate, made its own analysis and decision to sell the Securities to Purchaser.

2.           Purchaser acknowledges that (a) it now possesses and may hereafter possess the Non-Public Information which may constitute material information with respect to the purchase of the Securities, and (b) Seller is relying on this letter and would not enter into a transaction to sell the Securities to Purchaser absent this letter.  Purchaser agrees to purchase the Seller's Securities from Seller notwithstanding that it is aware that the Non-Public Information exists and that Seller may not have received any or all Non-Public Information from Purchaser.  Purchaser acknowledges that it is a sophisticated buyer with respect to the purchase and sale of Securities such as the Securities and that it is legally entitled to purchase the Securities and is not subject to any contractual or other limitations in connection with the Non-Public Information or otherwise. Additionally, Purchaser acknowledges that it has adequate information concerning the Securities, and the business and financial condition of the Company and its affiliates, to make an informed decision regarding the purchase of the Securities, and has independently and without reliance upon the Seller, and based upon such information as the Purchaser has deemed appropriate, made its own analysis and decision to purchase the Securities from the Seller.
 
 
 

 

3.           Seller does for itself and its respective successors and/or assigns, hereby irrevocably forever releases, discharges and waives any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, or damages of any kind (including, but not limited to, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity, against the Company or the Purchaser or any of their respective affiliates, including, without limitation, any and all of their present and/or past directors, officers, members, partners, employees, fiduciaries, agents or accounts under management, and their respective successors and assigns, arising on or prior to the date hereof, which are based upon, arise from or in any way relate to or involve, directly or indirectly, Purchaser’s failure to disclose all or any portion of the Non-Public Information to the Seller in connection with the transfer of the Securities by Seller to Purchaser.

4.           Purchaser does for itself and its respective successors and/or assigns, hereby irrevocably forever releases, discharges and waives any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, or damages of any kind (including, but not limited to, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity, against the Seller or any of their affiliates, including, without limitation, any and all of their present and/or past directors, officers, members, partners, employees, fiduciaries, agents or accounts under management, and their respective successors and assigns, arising on or prior to the date hereof, which are based upon, arise from or in any way relate to or involve, directly or indirectly, Purchaser’s failure to disclose any contractual or other limitations in connection with the Non-Public Information or otherwise that would prohibit or otherwise prevent Purchaser from purchasing the Securities from Seller.

5.           Each of Seller and Purchaser agrees that this letter, including, without limitation, the representations, warranties, agreements, waivers, releases, acceptances and acknowledgments contained herein, shall be binding upon and inure to the benefit of Purchaser and the Seller and their respective successors and assigns, and shall survive the execution and delivery of this letter and the consummation of the sale of Seller's Securities to Purchaser.  Each of Seller and Purchaser acknowledge that the Company is a third party beneficiary of this letter.

6.           This letter agreement constitutes the entire agreement between the parties, supersedes any prior agreements and understandings, written or oral, between the parties with respect to the subject matter of the agreement, and contains the only representations or warranties on which the parties are entitled to rely. 

7.           This letter may be executed in counterparts.
 
 
 

 
 
8.           This letter shall be construed in accordance with the laws of the State of New York and the parties agree to and accept the jurisdiction of the courts of appropriate jurisdiction sitting in the Borough of Manhattan, City of New York, New York with respect to any action relating to this letter.



SELLER:
 
   
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By:         Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY C LP
By:     Starboard Value R LP
   its general partner
 
   
STARBOARD VALUE AND OPPORTUNITY S LLC
By:         Starboard Value LP,
its manager
STARBOARD VALUE LP, ON BEHALF OF THE MANAGED ACCOUNT
 By:     Starboard Value GP LLC,
    its general partner
   


   
   
 
By:
/s/ Peter A. Feld
   
Name:
Peter A. Feld
   
Title:
Authorized Signatory



ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST WRITTEN ABOVE:

PURCHASER:

MAST CAPITAL MANAGEMENT, LLC,
on behalf of certain funds under its management
 

By:
/s/ Adam Kleinman
Name: Adam Kleinman
Title: Authorized Signatory