SC 13D 1 e621183_sc13d-gddy.htm THE SCHEDULE 13D

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. )1

 

GoDaddy Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

380237107

(CUSIP Number)

 

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 14, 2021

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

_________________________

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 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. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

10,853,899

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

10,853,899

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,853,899*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

___________________________

* Includes 4,062,500 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

 

2 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

4,621,486

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

4,621,486

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

4,621,486*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

2.8%

 
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

___________________________

* Includes 3,286,203 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

 

3 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        Starboard Value and Opportunity S LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

718,704

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

718,704

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

718,704

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        Starboard Value and Opportunity C LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

432,691

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

432,691

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

432,691

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        Starboard Value R LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

432,691

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

432,691

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

432,691

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE and opportunity master fund l lp  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

301,190

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

301,190

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

301,190

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

7 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

301,190

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

301,190

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

301,190

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

8 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        Starboard Value R GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

733,881

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

733,881

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

733,881

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

9 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD G FUND, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,305,774

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

1,305,774

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,305,774

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

10 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE G GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,305,774

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

1,305,774

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,305,774

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

11 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        Starboard T Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,377,369

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

1,377,369

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,377,369

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

12 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

2,683,143

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

2,683,143

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,683,143

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.6%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

13 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

2,683,143

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

2,683,143

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,683,143

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.6%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

14 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD X MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,137,393

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

1,137,393

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

1,137,393

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

15 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

10,853,899

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

10,853,899

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,853,899*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

___________________________

* Includes 4,062,500 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

 

16 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

10,853,899

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

10,853,899

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,853,899*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5%

 
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

___________________________  

* Includes 4,062,500 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

 

17 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

10,853,899

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

10,853,899

 
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,853,899*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

___________________________

* Includes 4,062,500 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

 

18 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

10,853,899

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

10,853,899

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,853,899*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5%

 
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

___________________________

* Includes 4,062,500 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

 

19 

CUSIP No. 380237107

 

  1   NAME OF REPORTING PERSON  
         
        PETER A. FELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

10,853,899

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
         

10,853,899

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

10,853,899*

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5%

 
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

___________________________

* Includes 4,062,500 Shares underlying certain forward purchase contracts exercisable within 60 days hereof. 

 

20 

CUSIP No. 380237107

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

 

This statement relates to the Class A Common Stock, par value $0.001 per share (the “Shares”), of GoDaddy Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2155 E. GoDaddy Way, Tempe, Arizona 85284.

 

Item 2.Identity and Background.

 

(a)This statement is filed by:

 

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;

 

(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;

 

(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;

 

(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;

 

(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;

 

(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;

 

(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;

 

(viii)Starboard G Fund, L.P., a Delaware limited partnership (“Starboard G LP”), with respect to the Shares directly and beneficially owned by it;

 

(ix)Starboard Value G GP, LLC (“Starboard G GP”), as the general partner of Starboard G LP;

 

(x)Starboard T Fund LP, a Delaware limited partnership (“Starboard T LP”), with respect to the Shares directly and beneficially owned by it;

 

(xi)Starboard Value A LP (“Starboard A LP”), as the managing member of Starboard G GP and the general partner of Starboard T LP;

 

(xii)Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;

 

21 

CUSIP No. 380237107

 

(xiii)Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;

 

(xiv)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;

 

(xv)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;

 

(xvi)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;

 

(xvii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;

 

(xviii)Jeffrey C. Smith, 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; and

 

(xix)Peter A. 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.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)       The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard G LP, Starboard G GP, Starboard T LP, Starboard A LP, Starboard A GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

 

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Starboard G GP serves as the general partner of Starboard G LP. Starboard A LP serves as the managing member of Starboard G GP and as the general partner of Starboard T LP. Starboard A GP serves as the general partner of Starboard A LP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

 

22 

CUSIP No. 380237107

 

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       Messrs. Smith and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP, Starboard X Master 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 as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.

 

The aggregate purchase price of the 1,335,283 Shares beneficially owned by Starboard V&O Fund is approximately $93,412,581, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 3,286,203 Shares by Starboard V&O Fund is approximately $229,252,052, excluding brokerage commissions. The aggregate purchase price of the 718,704 Shares beneficially owned by Starboard S LLC is approximately $50,342,180, excluding brokerage commissions. The aggregate purchase price of the 432,691 Shares beneficially owned by Starboard C LP is approximately $30,308,556, excluding brokerage commissions. The aggregate purchase price of the 301,190 Shares beneficially owned by Starboard L Master is approximately $21,099,586, excluding brokerage commissions. The aggregate purchase price of the 1,305,774 Shares beneficially owned by Starboard G LP is approximately $97,026,067, excluding brokerage commissions. The aggregate purchase price of the 1,377,369 Shares beneficially owned by Starboard T LP is approximately $97,947,578, excluding brokerage commissions. The aggregate purchase price of the 1,137,393 Shares beneficially owned by Starboard X Master is approximately $79,639,599, excluding brokerage commissions. The aggregate purchase price of the 182,995 Shares held in the Starboard Value LP Account is approximately $12,864,939, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts for the purchase of 776,297 Shares by Starboard Value LP through the Starboard Value LP Account is approximately $54,775,516, excluding brokerage commissions.

 

23 

CUSIP No. 380237107

 

Item 4.Purpose of Transaction.

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 166,206,941 Shares outstanding, as of October 29, 2021, 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 November 4, 2021.

 

A.Starboard V&O Fund

 

(a)As of the close of business on December 24, 2021, Starboard V&O Fund beneficially owned 4,621,486 Shares, including 3,286,203 Shares underlying certain forward purchase contracts.

 

Percentage: Approximately 2.8%

 

(b)1. Sole power to vote or direct vote: 4,621,486
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,621,486
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 B and are incorporated herein by reference.

 

24 

CUSIP No. 380237107

 

B.Starboard S LLC

 

(a)As of the close of business on December 24, 2021, Starboard S LLC beneficially owned 718,704 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 718,704
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 718,704
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 B and are incorporated herein by reference.

 

C.Starboard C LP

 

(a)As of the close of business on December 24, 2021, Starboard C LP beneficially owned 432,691 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 432,691
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 432,691
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 B 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 432,691 Shares owned by Starboard C LP.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 432,691
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 432,691
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 B and are incorporated herein by reference.

 

E.Starboard L Master

 

(a)As of the close of business on December 24, 2021, Starboard L Master beneficially owned 301,190 Shares.

 

25 

CUSIP No. 380237107

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 301,190
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 301,190
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

F.Starboard L GP

 

(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 301,190 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 301,190
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 301,190
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

G.Starboard R GP

 

(a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 432,691 Shares owned by Starboard C LP and (ii) 301,190 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 733,881
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 733,881
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 each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

H.Starboard G LP

 

(a)As of the close of business on December 24, 2021, Starboard G LP beneficially owned 1,305,774 Shares.

 

Percentage: Less than 1%

 

26 

CUSIP No. 380237107

 

(b)1. Sole power to vote or direct vote: 1,305,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,305,774
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard G LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

I.Starboard G GP

 

(a)Starboard G GP, as the general partner of Starboard G LP, may be deemed the beneficial owner of the 1,305,774 Shares owned by Starboard G LP.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 1,305,774
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,305,774
4. Shared power to dispose or direct the disposition: 0

 

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

 

J.Starboard T LP

 

(a)As of the close of business on December 24, 2021, Starboard T LP beneficially owned 1,377,369 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 1,377,369
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,377,369
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard T LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

K.Starboard A LP

 

(a)Starboard A LP, as the managing member of Starboard G GP and the general partner of Starboard T LP, may be deemed the beneficial owner of the (i) 1,305,774 Shares owned by Starboard G LP and (ii) 1,377,369 Shares owned by Starboard T LP.

 

Percentage: Approximately 1.6%

 

(b)1. Sole power to vote or direct vote: 2,683,143
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,683,143
4. Shared power to dispose or direct the disposition: 0

 

27 

CUSIP No. 380237107

 

(c)Starboard A LP 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 G LP and Starboard T LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

L.Starboard A GP

 

(a)Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the (i) 1,305,774 Shares owned by Starboard G LP and (ii) 1,377,369 Shares owned by Starboard T LP.

 

Percentage: Approximately 1.6%

 

(b)1. Sole power to vote or direct vote: 2,683,143
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,683,143
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A 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 G LP and Starboard T LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

M.Starboard X Master

 

(a)As of the close of business on December 24, 2021, Starboard X Master beneficially owned 1,137,393 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 1,137,393
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,137,393
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

N.Starboard Value LP

 

(a)As of the close of business on December 24, 2021, 959,292 Shares were held in the Starboard Value LP Account, including 776,297 Shares underlying certain forward purchase contracts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 4,621,486 Shares owned by Starboard V&O Fund, (ii) 718,704 Shares owned by Starboard S LLC, (iii) 432,691 Shares owned by Starboard C LP, (iv) 301,190 Shares owned by Starboard L Master, (v) 1,305,774 Shares owned by Starboard G LP, (vi) 1,377,369 Shares owned by Starboard T LP, (vii) 1,137,393 Shares owned by Starboard X Master and (viii) 959,292 Shares held in the Starboard Value LP Account.

 

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Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 10,853,899
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,853,899
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, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

O.Starboard Value GP

 

(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 4,621,486 Shares owned by Starboard V&O Fund, (ii) 718,704 Shares owned by Starboard S LLC, (iii) 432,691 Shares owned by Starboard C LP, (iv) 301,190 Shares owned by Starboard L Master, (v) 1,305,774 Shares owned by Starboard G LP, (vi) 1,377,369 Shares owned by Starboard T LP, (vii) 1,137,393 Shares owned by Starboard X Master and (viii) 959,292 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 10,853,899
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,853,899
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 by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

P.Principal Co

 

(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 4,621,486 Shares owned by Starboard V&O Fund, (ii) 718,704 Shares owned by Starboard S LLC, (iii) 432,691 Shares owned by Starboard C LP, (iv) 301,190 Shares owned by Starboard L Master, (v) 1,305,774 Shares owned by Starboard G LP, (vi) 1,377,369 Shares owned by Starboard T LP, (vii) 1,137,393 Shares owned by Starboard X Master and (viii) 959,292 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 10,853,899
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,853,899
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. 380237107

 

(c)Principal Co has not entered into any transactions in the Shares during the past sixty days. 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, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

Q.Principal GP

 

(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 4,621,486 Shares owned by Starboard V&O Fund, (ii) 718,704 Shares owned by Starboard S LLC, (iii) 432,691 Shares owned by Starboard C LP, (iv) 301,190 Shares owned by Starboard L Master, (v) 1,305,774 Shares owned by Starboard G LP, (vi) 1,377,369 Shares owned by Starboard T LP, (vii) 1,137,393 Shares owned by Starboard X Master and (viii) 959,292 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 10,853,899
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,853,899
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 by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

R.Messrs. Smith and Feld

 

(a)Each of Messrs. Smith and 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) 4,621,486 Shares owned by Starboard V&O Fund, (ii) 718,704 Shares owned by Starboard S LLC, (iii) 432,691 Shares owned by Starboard C LP, (iv) 301,190 Shares owned by Starboard L Master, (v) 1,305,774 Shares owned by Starboard G LP, (vi) 1,377,369 Shares owned by Starboard T LP, (vii) 1,137,393 Shares owned by Starboard X Master and (viii) 959,292 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 10,853,899
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 10,853,899

 

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CUSIP No. 380237107

 

(c)None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. 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, Starboard C LP, Starboard L Master, Starboard G LP, Starboard T LP and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

(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)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Each of Starboard V&O Fund and Starboard Value LP through the Starboard Value LP Account entered into forward purchase contracts with Bank of America as the counterparty providing for the purchase of an aggregate of 2,786,203 Shares and 776,297 Shares, respectively, having an aggregate purchase price of approximately $194,720,152 and $54,775,516, respectively (each a “BA Forward Contract”). Each of the BA Forward Contracts has a final valuation date of March 15, 2023, however, each of Starboard V&O Fund and Starboard Value LP through the Starboard Value LP Account has the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the BA Forward Contracts provides for physical settlement. Until the settlement date, none of the BA Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

 

Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 500,000 Shares having an aggregate purchase price of approximately $34,531,900 (each a “UBS Forward Contract”). Each of the UBS Forward Contracts has a final valuation date of June 15, 2023, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the UBS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

 

On December 27, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

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CUSIP No. 380237107

 

Item 7.Material to be Filed as Exhibits.

 

99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard G Fund, L.P., Starboard Value G GP, LLC, Starboard T Fund LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated December 27, 2021.

 

99.2Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated December 27, 2021.

 

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CUSIP No. 380237107

 

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: December 27, 2021

 

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 and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard G Fund, L.P.

By: Starboard Value G GP, LLC,

its general partner

 

 

STARBOARD VALUE G GP, LLC

By: Starboard Value A LP,

its managing member

 

Starboard Value A LP

By: Starboard Value A GP LLC,

its general partner

 

Starboard X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

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 A 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 Peter A. Feld  

 

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CUSIP No. 380237107

 

SCHEDULE A

 

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

 

Name and Position   Principal Occupation   Principal Business Address   Citizenship
             

Patrick Agemian

Director

  Director of Global Funds Management, Ltd.  

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

  Canada
             

Kenneth R. Marlin

Director

 

  Chief Financial Officer, Starboard Value LP  

777 Third Avenue, 18th Floor

New York, New York 10017

  United States of America
             

Alaina Danley

Director

 

  Managing Director of Waystone Governance Ltd.  

Waystone Governance Ltd.

Suite 5B201, 2nd Floor

One Nexus Way

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

  Cayman Islands

 

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CUSIP No. 380237107

 

SCHEDULE B

 

Transactions in the Shares During the Past Sixty Days

 

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Purchase of Class A Common Stock 15,297 69.4961 10/28/2021
Purchase of Class A Common Stock 15,297 69.4961 10/28/2021
Purchase of Class A Common Stock 49,410 69.5957 10/29/2021
Purchase of Class A Common Stock 49,410 69.5957 10/29/2021
Purchase of Class A Common Stock 63,549 68.9784 11/01/2021
Purchase of Class A Common Stock 63,549 68.9784 11/01/2021
Purchase of Class A Common Stock 41,250 67.6780 11/02/2021
Purchase of Class A Common Stock 41,250 67.6780 11/02/2021
Purchase of Class A Common Stock 8,250 67.2817 11/03/2021
Purchase of Class A Common Stock 8,250 67.2817 11/03/2021
Purchase of Class A Common Stock 19,250 67.1793 11/03/2021
Purchase of Class A Common Stock 19,250 67.1793 11/03/2021
Sale of Class A Common Stock (16,362) 75.6496 11/04/2021
Purchase of Class A Common Stock 6,539 74.3316 11/04/2021
Purchase of Class A Common Stock 6,539 74.3316 11/04/2021
Purchase of Class A Common Stock 82,500 73.1840 11/05/2021
Purchase of Class A Common Stock 82,500 73.1840 11/05/2021
Purchase of Class A Common Stock 52,918 71.4763 11/08/2021
Purchase of Class A Common Stock 52,918 71.4763 11/08/2021
Purchase of Class A Common Stock 2,082 71.3942 11/09/2021
Purchase of Class A Common Stock 2,082 71.3942 11/09/2021
Purchase of Class A Common Stock 6,875 71.0503 11/10/2021
Purchase of Class A Common Stock 6,875 71.0503 11/10/2021
Purchase of Class A Common Stock 75,625 70.8688 11/10/2021
Purchase of Class A Common Stock 75,625 70.8688 11/10/2021
Sale of Class A Common Stock (250,000) 71.4558 11/11/2021
Purchase of Forward Contract 250,000 71.4821 11/11/2021
Purchase of Class A Common Stock 11,829 70.9028 11/12/2021
Purchase of Class A Common Stock 11,829 70.9028 11/12/2021
Purchase of Class A Common Stock 27,500 73.6940 11/16/2021
Purchase of Class A Common Stock 27,500 73.6940 11/16/2021
Sale of Class A Common Stock (122,962) 73.7249 11/16/2021
Purchase of Class A Common Stock 21,646 73.4931 11/16/2021
Purchase of Class A Common Stock 21,646 73.4931 11/16/2021
Purchase of Forward Contract 122,962 73.7614 11/16/2021
Purchase of Class A Common Stock 2,608 72.6557 11/17/2021
Purchase of Class A Common Stock 2,608 72.6557 11/17/2021
Sale of Class A Common Stock (124,241) 72.8015 11/17/2021
Purchase of Forward Contract 124,241 72.8290 11/17/2021
Purchase of Class A Common Stock 52,392 72.9644 11/17/2021
Purchase of Class A Common Stock 52,392 72.9644 11/17/2021
Purchase of Class A Common Stock 5,500 72.9700 11/18/2021

 

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CUSIP No. 380237107

 

Purchase of Class A Common Stock 5,500 72.9700 11/18/2021
Purchase of Class A Common Stock 2,750 72.9150 11/18/2021
Purchase of Class A Common Stock 2,750 72.9150 11/18/2021
Purchase of Class A Common Stock 33,000 72.7233 11/18/2021
Purchase of Class A Common Stock 33,000 72.7233 11/18/2021
Purchase of Class A Common Stock 52,049 72.1600 11/19/2021
Purchase of Class A Common Stock 52,048 72.1600 11/19/2021
Purchase of Forward Contract 330,000 68.2838 11/22/2021
Purchase of Forward Contract 82,500 66.6857 11/23/2021
Purchase of Forward Contract 82,500 67.5659 11/24/2021
Sale of December 2021 Put Option ($62.50 Strike Price)1 (187,700) 0.7610 11/26/2021
Purchase of Forward Contract 110,000 66.9072 11/26/2021
Purchase of Class A Common Stock 22,421 69.0192 11/29/2021
Purchase of Class A Common Stock 22,420 69.0192 11/29/2021
Purchase of Forward Contract 137,500 68.5853 11/29/2021
Purchase of Forward Contract 250,000 69.9695 11/30/2021
Sale of Class A Common Stock (250,000) 69.9390 11/30/2021
Purchase of Class A Common Stock 8,514 70.2687 11/30/2021
Purchase of Class A Common Stock 8,513 70.2687 11/30/2021
Purchase of Class A Common Stock 73,987 69.8384 11/30/2021
Purchase of Class A Common Stock 73,986 69.8384 11/30/2021
Purchase of Class A Common Stock 23,365 69.7650 12/01/2021
Purchase of Class A Common Stock 23,364 69.7650 12/01/2021
Purchase of Class A Common Stock 7,262 69.6358 12/01/2021
Purchase of Class A Common Stock 7,263 69.6358 12/01/2021
Sale of Class A Common Stock (250,000) 69.2733 12/01/2021
Purchase of Forward Contract 250,000 69.3070 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (129,600) 1.0500 12/01/2021
Purchase of Class A Common Stock 155,923 68.9718 12/01/2021
Purchase of Class A Common Stock 155,923 68.9718 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (129,600) 0.9000 12/02/2021
Purchase of Class A Common Stock 18,469 69.1158 12/02/2021
Purchase of Class A Common Stock 18,469 69.1158 12/02/2021
Sale of Class A Common Stock (400,000) 68.6294 12/02/2021
Purchase of Forward Contract 400,000 68.6562 12/02/2021
Purchase of Class A Common Stock 86,100 68.8194 12/02/2021
Purchase of Class A Common Stock 86,100 68.8194 12/02/2021
Purchase of Class A Common Stock 14,350 68.9968 12/03/2021
Purchase of Class A Common Stock 14,350 68.9968 12/03/2021
Purchase of Class A Common Stock 100,450 68.9916 12/03/2021
Purchase of Class A Common Stock 100,450 68.9916 12/03/2021
Purchase of Forward Contract 143,500 70.2347 12/06/2021
Sale of Class A Common Stock (300,000) 72.1833 12/07/2021
Purchase of Forward Contract 300,000 72.2469 12/07/2021
Purchase of Class A Common Stock 28,700 71.2725 12/09/2021
Purchase of Class A Common Stock 28,700 71.2725 12/09/2021
Purchase of Class A Common Stock 5,109 71.7600 12/10/2021
Purchase of Class A Common Stock 5,109 71.7600 12/10/2021

 

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CUSIP No. 380237107

 

Purchase of Class A Common Stock 3,329 71.1176 12/10/2021
Purchase of Class A Common Stock 3,329 71.1176 12/10/2021
Purchase of Class A Common Stock 33,393 71.1160 12/10/2021
Purchase of Class A Common Stock 33,393 71.1160 12/10/2021
Purchase of Forward Contract 200,000 72.1353 12/13/2021
Purchase of Class A Common Stock 11,583 71.4985 12/13/2021
Sale of Class A Common Stock (200,000) 72.1193 12/13/2021
Purchase of Class A Common Stock 92,840 71.9200 12/13/2021
Purchase of Class A Common Stock 229,686 71.2111 12/14/2021
Purchase of Class A Common Stock 88,796 68.9722 12/15/2021
Sale of Class A Common Stock (250,000) 68.7574 12/15/2021
Purchase of Forward Contract 250,000 68.8404 12/15/2021
Purchase of Class A Common Stock 12,144 70.2556 12/16/2021
Purchase of Class A Common Stock 115,678 69.5777 12/16/2021
Sale of Class A Common Stock (250,000) 69.2811 12/16/2021
Purchase of Forward Contract 250,000 69.2872 12/16/2021
Purchase of Class A Common Stock 74,852 70.8844 12/17/2021
Purchase of Class A Common Stock 39,921 69.7793 12/17/2021
Purchase of Class A Common Stock 225,000 74.0318 12/23/2021
Sale of Forward Contract (225,000) 73.9394 12/23/2021

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Purchase of Class A Common Stock 5,071 69.4961 10/28/2021
Purchase of Class A Common Stock 16,380 69.5957 10/29/2021
Purchase of Class A Common Stock 21,029 68.9784 11/01/2021
Purchase of Class A Common Stock 13,650 67.6780 11/02/2021
Purchase of Class A Common Stock 2,730 67.2817 11/03/2021
Purchase of Class A Common Stock 6,370 67.1793 11/03/2021
Sale of Class A Common Stock (2,720) 75.6496 11/04/2021
Purchase of Class A Common Stock 2,164 74.3316 11/04/2021
Purchase of Class A Common Stock 27,300 73.1840 11/05/2021
Purchase of Class A Common Stock 17,511 71.4763 11/08/2021
Purchase of Class A Common Stock 689 71.3942 11/09/2021
Purchase of Class A Common Stock 2,275 71.0503 11/10/2021
Purchase of Class A Common Stock 25,025 70.8688 11/10/2021
Purchase of Class A Common Stock 3,914 70.9028 11/12/2021
Purchase of Class A Common Stock 9,100 73.6940 11/16/2021
Sale of Class A Common Stock (25,280) 73.7249 11/16/2021
Purchase of Class A Common Stock 7,163 73.4931 11/16/2021
Purchase of Forward Contract 25,280 73.7614 11/16/2021
Purchase of Class A Common Stock 863 72.6557 11/17/2021
Sale of Class A Common Stock (25,058) 72.8015 11/17/2021
Purchase of Forward Contract 25,058 72.8290 11/17/2021
Purchase of Class A Common Stock 17,337 72.9644 11/17/2021
Purchase of Class A Common Stock 1,820 72.9700 11/18/2021
Purchase of Class A Common Stock 910 72.9150 11/18/2021
Purchase of Class A Common Stock 10,920 72.7233 11/18/2021
Purchase of Class A Common Stock 17,223 72.1600 11/19/2021
Purchase of Forward Contract 54,600 68.2838 11/22/2021
Purchase of Forward Contract 13,650 66.6857 11/23/2021

 

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CUSIP No. 380237107

 

Purchase of Forward Contract 13,650 67.5659 11/24/2021
Sale of December 2021 Put Option ($62.50 Strike Price)1 (31,000) 0.7610 11/26/2021
Purchase of Forward Contract 18,200 66.9072 11/26/2021
Purchase of Class A Common Stock 7,419 69.0192 11/29/2021
Purchase of Forward Contract 22,750 68.5853 11/29/2021
Purchase of Class A Common Stock 2,817 70.2687 11/30/2021
Purchase of Class A Common Stock 24,483 69.8384 11/30/2021
Purchase of Class A Common Stock 7,083 69.7650 12/01/2021
Purchase of Class A Common Stock 2,201 69.6358 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (19,700) 1.0500 12/01/2021
Purchase of Class A Common Stock 47,266 68.9718 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (19,700) 0.9000 12/02/2021
Purchase of Class A Common Stock 5,599 69.1158 12/02/2021
Purchase of Class A Common Stock 26,100 68.8194 12/02/2021
Purchase of Class A Common Stock 4,350 68.9968 12/03/2021
Purchase of Class A Common Stock 30,450 68.9916 12/03/2021
Purchase of Forward Contract 21,750 70.2347 12/06/2021
Purchase of Class A Common Stock 8,700 71.2725 12/09/2021
Purchase of Class A Common Stock 1,548 71.7600 12/10/2021
Purchase of Class A Common Stock 1,009 71.1176 12/10/2021
Purchase of Class A Common Stock 10,123 71.1160 12/10/2021
Purchase of Class A Common Stock 1,756 71.4985 12/13/2021
Purchase of Class A Common Stock 14,071 71.9200 12/13/2021
Purchase of Class A Common Stock 29,904 71.2111 12/14/2021
Purchase of Class A Common Stock 13,458 68.9722 12/15/2021
Purchase of Class A Common Stock 1,840 70.2556 12/16/2021
Purchase of Class A Common Stock 17,533 69.5777 12/16/2021
Purchase of Class A Common Stock 223,338 70.0806 12/23/2021
Sale of Forward Contract (223,338) 70.0275 12/23/2021

 

STARBOARD VALUE AND OPPORTUNITY C LP

 

Purchase of Class A Common Stock 3,065 69.4961 10/28/2021
Purchase of Class A Common Stock 9,899 69.5957 10/29/2021
Purchase of Class A Common Stock 12,710 68.9784 11/01/2021
Purchase of Class A Common Stock 8,250 67.6780 11/02/2021
Purchase of Class A Common Stock 1,650 67.2817 11/03/2021
Purchase of Class A Common Stock 3,850 67.1793 11/03/2021
Sale of Class A Common Stock (1,641) 75.6496 11/04/2021
Purchase of Class A Common Stock 1,308 74.3316 11/04/2021
Purchase of Class A Common Stock 16,500 73.1840 11/05/2021
Purchase of Class A Common Stock 10,584 71.4763 11/08/2021
Purchase of Class A Common Stock 416 71.3942 11/09/2021
Purchase of Class A Common Stock 1,375 71.0503 11/10/2021
Purchase of Class A Common Stock 15,125 70.8688 11/10/2021
Purchase of Class A Common Stock 2,366 70.9028 11/12/2021
Purchase of Class A Common Stock 5,500 73.6940 11/16/2021
Sale of Class A Common Stock (15,280) 73.7249 11/16/2021

 

38 

CUSIP No. 380237107

 

Purchase of Class A Common Stock 4,329 73.4931 11/16/2021
Purchase of Forward Contract 15,280 73.7614 11/16/2021
Purchase of Class A Common Stock 522 72.6557 11/17/2021
Sale of Class A Common Stock (15,145) 72.8015 11/17/2021
Purchase of Forward Contract 15,145 72.8290 11/17/2021
Purchase of Class A Common Stock 10,478 72.9644 11/17/2021
Purchase of Class A Common Stock 1,100 72.9700 11/18/2021
Purchase of Class A Common Stock 550 72.9150 11/18/2021
Purchase of Class A Common Stock 6,600 72.7233 11/18/2021
Purchase of Class A Common Stock 10,410 72.1600 11/19/2021
Purchase of Forward Contract 33,000 68.2838 11/22/2021
Purchase of Forward Contract 8,250 66.6857 11/23/2021
Purchase of Forward Contract 8,250 67.5659 11/24/2021
Sale of December 2021 Put Option ($62.50 Strike Price)1 (18,800) 0.7610 11/26/2021
Purchase of Forward Contract 11,000 66.9072 11/26/2021
Purchase of Class A Common Stock 4,484 69.0192 11/29/2021
Purchase of Forward Contract 13,750 68.5853 11/29/2021
Purchase of Class A Common Stock 1,703 70.2687 11/30/2021
Purchase of Class A Common Stock 14,797 69.8384 11/30/2021
Purchase of Class A Common Stock 4,233 69.7650 12/01/2021
Purchase of Class A Common Stock 1,316 69.6358 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (11,700) 1.0500 12/01/2021
Purchase of Class A Common Stock 28,251 68.9718 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (11,700) 0.9000 12/02/2021
Purchase of Class A Common Stock 3,346 69.1158 12/02/2021
Purchase of Class A Common Stock 15,600 68.8194 12/02/2021
Purchase of Class A Common Stock 2,600 68.9968 12/03/2021
Purchase of Class A Common Stock 18,200 68.9916 12/03/2021
Purchase of Forward Contract 13,000 70.2347 12/06/2021
Purchase of Class A Common Stock 5,200 71.2725 12/09/2021
Purchase of Class A Common Stock 926 71.7600 12/10/2021
Purchase of Class A Common Stock 603 71.1176 12/10/2021
Purchase of Class A Common Stock 6,050 71.1160 12/10/2021
Purchase of Class A Common Stock 1,049 71.4985 12/13/2021
Purchase of Class A Common Stock 8,410 71.9200 12/13/2021
Purchase of Class A Common Stock 18,028 71.2111 12/14/2021
Purchase of Class A Common Stock 8,044 68.9722 12/15/2021
Purchase of Class A Common Stock 1,100 70.2556 12/16/2021
Purchase of Class A Common Stock 10,479 69.5777 12/16/2021
Purchase of Class A Common Stock 140,675 70.0792 12/23/2021
Sale of Forward Contract (140,675) 70.0262 12/23/2021

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Class A Common Stock 2,118 69.4961 10/28/2021
Purchase of Class A Common Stock 6,840 69.5957 10/29/2021
Purchase of Class A Common Stock 8,781 68.9784 11/01/2021
Purchase of Class A Common Stock 5,700 67.6780 11/02/2021

 

39 

CUSIP No. 380237107

 

Purchase of Class A Common Stock 1,140 67.2817 11/03/2021
Purchase of Class A Common Stock 2,660 67.1793 11/03/2021
Sale of Class A Common Stock (1,135) 75.6496 11/04/2021
Purchase of Class A Common Stock 904 74.3316 11/04/2021
Purchase of Class A Common Stock 11,400 73.1840 11/05/2021
Purchase of Class A Common Stock 7,312 71.4763 11/08/2021
Purchase of Class A Common Stock 288 71.3942 11/09/2021
Purchase of Class A Common Stock 950 71.0503 11/10/2021
Purchase of Class A Common Stock 10,450 70.8688 11/10/2021
Purchase of Class A Common Stock 1,634 70.9028 11/12/2021
Purchase of Class A Common Stock 3,800 73.6940 11/16/2021
Sale of Class A Common Stock (10,557) 73.7249 11/16/2021
Purchase of Class A Common Stock 2,991 73.4931 11/16/2021
Purchase of Forward Contract 10,557 73.7614 11/16/2021
Purchase of Class A Common Stock 360 72.6557 11/17/2021
Sale of Class A Common Stock (10,464) 72.8015 11/17/2021
Purchase of Forward Contract 10,464 72.8290 11/17/2021
Purchase of Class A Common Stock 7,240 72.9644 11/17/2021
Purchase of Class A Common Stock 760 72.9700 11/18/2021
Purchase of Class A Common Stock 380 72.9150 11/18/2021
Purchase of Class A Common Stock 4,560 72.7233 11/18/2021
Purchase of Class A Common Stock 7,192 72.1600 11/19/2021
Purchase of Forward Contract 22,800 68.2838 11/22/2021
Purchase of Forward Contract 5,700 66.6857 11/23/2021
Purchase of Forward Contract 5,700 67.5659 11/24/2021
Sale of December 2021 Put Option ($62.50 Strike Price)1 (13,000) 0.7610 11/26/2021
Purchase of Forward Contract 7,600 66.9072 11/26/2021
Purchase of Class A Common Stock 3,098 69.0192 11/29/2021
Purchase of Forward Contract 9,500 68.5853 11/29/2021
Purchase of Class A Common Stock 1,176 70.2687 11/30/2021
Purchase of Class A Common Stock 10,224 69.8384 11/30/2021
Purchase of Class A Common Stock 2,931 69.7650 12/01/2021
Purchase of Class A Common Stock 911 69.6358 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (8,100) 1.0500 12/01/2021
Purchase of Class A Common Stock 19,558 68.9718 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (8,100) 0.9000 12/02/2021
Purchase of Class A Common Stock 2,317 69.1158 12/02/2021
Purchase of Class A Common Stock 10,800 68.8194 12/02/2021
Purchase of Class A Common Stock 1,800 68.9968 12/03/2021
Purchase of Class A Common Stock 12,600 68.9916 12/03/2021
Purchase of Forward Contract 9,000 70.2347 12/06/2021
Purchase of Class A Common Stock 3,600 71.2725 12/09/2021
Purchase of Class A Common Stock 641 71.7600 12/10/2021
Purchase of Class A Common Stock 418 71.1176 12/10/2021
Purchase of Class A Common Stock 4,189 71.1160 12/10/2021
Purchase of Class A Common Stock 727 71.4985 12/13/2021
Purchase of Class A Common Stock 5,823 71.9200 12/13/2021
Purchase of Class A Common Stock 14,405 71.2111 12/14/2021

 

40 

CUSIP No. 380237107

 

Purchase of Class A Common Stock 5,569 68.9722 12/15/2021
Purchase of Class A Common Stock 762 70.2556 12/16/2021
Purchase of Class A Common Stock 7,255 69.5777 12/16/2021
Purchase of Class A Common Stock 97,321 70.0796 12/23/2021
Sale of Forward Contract (97,321) 70.0265 12/23/2021

 

STARBOARD G FUND, L.P.

 

Purchase of Class A Common Stock 273,405 72.3445 12/20/2021
Purchase of Class A Common Stock 97,165 72.3875 12/20/2021
Purchase of Class A Common Stock 1,522 74.0481 12/21/2021
Purchase of Class A Common Stock 258,644 74.3671 12/21/2021
Purchase of Class A Common Stock 206,378 74.3466 12/21/2021
Purchase of Class A Common Stock 194 74.8850 12/22/2021
Purchase of Class A Common Stock 242,913 75.7460 12/23/2021
Purchase of Class A Common Stock 145,553 75.7115 12/23/2021
Purchase of Class A Common Stock 80,000 76.1016 12/23/2021

 

STARBOARD T FUND LP

 

Purchase of Class A Common Stock 43,020 71.4985 12/13/2021
Purchase of Class A Common Stock 344,814 71.9200 12/13/2021
Purchase of Class A Common Stock 615,925 71.2111 12/14/2021
Purchase of Class A Common Stock 102,163 68.9722 12/15/2021
Purchase of Class A Common Stock 11,444 70.2556 12/16/2021
Purchase of Class A Common Stock 109,011 69.5777 12/16/2021
Purchase of Class A Common Stock 75,148 70.8844 12/17/2021
Purchase of Class A Common Stock 40,079 69.7793 12/17/2021
Purchase of Class A Common Stock 7,977 72.3445 12/20/2021
Purchase of Class A Common Stock 2,835 72.3875 12/20/2021
Purchase of Class A Common Stock 44 74.0481 12/21/2021
Purchase of Class A Common Stock 7,547 74.3671 12/21/2021
Purchase of Class A Common Stock 6,022 74.3466 12/21/2021
Purchase of Class A Common Stock 6 74.8850 12/22/2021
Purchase of Class A Common Stock 7,087 75.7460 12/23/2021
Purchase of Class A Common Stock 4,247 75.7115 12/23/2021

 

STARBOARD X MASTER FUND LTD

 

Purchase of Class A Common Stock 8,024 69.4961 10/28/2021
Purchase of Class A Common Stock 25,921 69.5957 10/29/2021
Purchase of Class A Common Stock 33,507 68.9784 11/01/2021
Purchase of Class A Common Stock 21,750 67.6780 11/02/2021
Purchase of Class A Common Stock 4,350 67.2817 11/03/2021
Purchase of Class A Common Stock 10,150 67.1793 11/03/2021
Sale of Class A Common Stock (4,294) 75.6496 11/04/2021
Purchase of Class A Common Stock 3,448 74.3316 11/04/2021
Purchase of Class A Common Stock 43,500 73.1840 11/05/2021
Purchase of Class A Common Stock 27,903 71.4763 11/08/2021
Purchase of Class A Common Stock 1,097 71.3942 11/09/2021
Purchase of Class A Common Stock 3,625 71.0503 11/10/2021

 

41 

CUSIP No. 380237107

 

Purchase of Class A Common Stock 39,875 70.8688 11/10/2021
Purchase of Class A Common Stock 6,237 70.9028 11/12/2021
Purchase of Class A Common Stock 14,500 73.6940 11/16/2021
Sale of Class A Common Stock (42,068) 73.7249 11/16/2021
Purchase of Class A Common Stock 11,413 73.4931 11/16/2021
Purchase of Forward Contract 42,068 73.7614 11/16/2021
Purchase of Class A Common Stock 1,375 72.6557 11/17/2021
Sale of Class A Common Stock (41,556) 72.8015 11/17/2021
Purchase of Forward Contract 41,556 72.8290 11/17/2021
Purchase of Class A Common Stock 27,625 72.9644 11/17/2021
Purchase of Class A Common Stock 2,900 72.9700 11/18/2021
Purchase of Class A Common Stock 1,450 72.9150 11/18/2021
Purchase of Class A Common Stock 17,400 72.7233 11/18/2021
Purchase of Class A Common Stock 27,444 72.1600 11/19/2021
Purchase of Forward Contract 87,000 68.2838 11/22/2021
Purchase of Forward Contract 21,750 66.6857 11/23/2021
Purchase of Forward Contract 21,750 67.5659 11/24/2021
Sale of December 2021 Put Option ($62.50 Strike Price)1 (49,500) 0.7610 11/26/2021
Purchase of Forward Contract 29,000 66.9072 11/26/2021
Purchase of Class A Common Stock 11,822 69.0192 11/29/2021
Purchase of Forward Contract 36,250 68.5853 11/29/2021
Purchase of Class A Common Stock 4,489 70.2687 11/30/2021
Purchase of Class A Common Stock 39,011 69.8384 11/30/2021
Purchase of Class A Common Stock 11,153 69.7650 12/01/2021
Purchase of Class A Common Stock 3,467 69.6358 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (30,900) 1.0500 12/01/2021
Purchase of Class A Common Stock 74,430 68.9718 12/01/2021
Sale of December 2021 Put Option ($65.00 Strike Price)2 (30,900) 0.9000 12/02/2021
Purchase of Class A Common Stock 8,816 69.1158 12/02/2021
Purchase of Class A Common Stock 41,100 68.8194 12/02/2021
Purchase of Class A Common Stock 6,850 68.9968 12/03/2021
Purchase of Class A Common Stock 47,950 68.9916 12/03/2021
Purchase of Forward Contract 34,250 70.2347 12/06/2021
Purchase of Class A Common Stock 13,700 71.2725 12/09/2021
Purchase of Class A Common Stock 2,438 71.7600 12/10/2021
Purchase of Class A Common Stock 1,589 71.1176 12/10/2021
Purchase of Class A Common Stock 15,940 71.1160 12/10/2021
Purchase of Class A Common Stock 2,765 71.4985 12/13/2021
Purchase of Class A Common Stock 22,158 71.9200 12/13/2021
Purchase of Class A Common Stock 46,435 71.2111 12/14/2021
Purchase of Class A Common Stock 21,194 68.9722 12/15/2021
Purchase of Class A Common Stock 2,898 70.2556 12/16/2021
Purchase of Class A Common Stock 27,609 69.5777 12/16/2021
Purchase of Class A Common Stock 357,224 69.9918 12/23/2021
Sale of Forward Contract (357,224) 69.9422 12/23/2021

 

42 

CUSIP No. 380237107

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Class A Common Stock 6,854 69.4961 10/28/2021
Purchase of Class A Common Stock 22,140 69.5957 10/29/2021
Purchase of Class A Common Stock 27,961 68.9784 11/01/2021
Purchase of Class A Common Stock 18,150 67.6780 11/02/2021
Purchase of Class A Common Stock 3,630 67.2817 11/03/2021
Purchase of Class A Common Stock 8,470 67.1793 11/03/2021
Sale of Class A Common Stock (3,648) 75.6496 11/04/2021
Purchase of Class A Common Stock 2,877 74.3316 11/04/2021
Purchase of Class A Common Stock 36,300 73.1840 11/05/2021
Purchase of Class A Common Stock 23,284 71.4763 11/08/2021
Purchase of Class A Common Stock 916 71.3942 11/09/2021
Purchase of Class A Common Stock 3,025 71.0503 11/10/2021
Purchase of Class A Common Stock 33,275 70.8688 11/10/2021
Purchase of Class A Common Stock 5,205 70.9028 11/12/2021
Purchase of Class A Common Stock 12,100 73.6940 11/16/2021
Sale of Class A Common Stock (33,853) 73.7249 11/16/2021
Purchase of Class A Common Stock 9,524 73.4931 11/16/2021
Purchase of Forward Contract 33,853 73.7614 11/16/2021
Purchase of Class A Common Stock 1,148 72.6557 11/17/2021
Sale of Class A Common Stock (33,536) 72.8015 11/17/2021
Purchase of Forward Contract 33,536 72.8290 11/17/2021
Purchase of Class A Common Stock 23,052 72.9644 11/17/2021
Purchase of Class A Common Stock 2,420 72.9700 11/18/2021
Purchase of Class A Common Stock 1,210 72.9150 11/18/2021
Purchase of Class A Common Stock 14,520 72.7233 11/18/2021
Purchase of Class A Common Stock 22,901 72.1600 11/19/2021
Purchase of Forward Contract 72,600 68.2838 11/22/2021
Purchase of Forward Contract 18,150 66.6857 11/23/2021
Purchase of Forward Contract 18,150 67.5659 11/24/2021
Purchase of Forward Contract 24,200 66.9072 11/26/2021
Purchase of Class A Common Stock 9,865 69.0192 11/29/2021
Purchase of Forward Contract 30,250 68.5853 11/29/2021
Purchase of Class A Common Stock 3,746 70.2687 11/30/2021
Purchase of Class A Common Stock 32,554 69.8384 11/30/2021
Purchase of Class A Common Stock 9,281 69.7650 12/01/2021
Purchase of Class A Common Stock 2,885 69.6358 12/01/2021
Purchase of Class A Common Stock 61,934 68.9718 12/01/2021
Purchase of Class A Common Stock 7,336 69.1158 12/02/2021
Purchase of Class A Common Stock 34,200 68.8194 12/02/2021
Sale of Class A Common Stock (225,000) 69.2955 12/03/2021
Purchase of Forward Contract 225,000 69.3602 12/03/2021
Purchase of Class A Common Stock 5,700 68.9968 12/03/2021
Purchase of Class A Common Stock 39,900 68.9916 12/03/2021
Sale of Class A Common Stock (241,058) 68.9785 12/06/2021
Purchase of Forward Contract 241,058 69.0239 12/06/2021
Purchase of Forward Contract 28,500 70.2347 12/06/2021
Purchase of Class A Common Stock 11,400 71.2725 12/09/2021
Purchase of Class A Common Stock 2,029 71.7600 12/10/2021
Purchase of Class A Common Stock 1,323 71.1176 12/10/2021
Purchase of Class A Common Stock 13,264 71.1160 12/10/2021

 

43 

CUSIP No. 380237107

 

Purchase of Class A Common Stock 2,300 71.4985 12/13/2021
Purchase of Class A Common Stock 18,439 71.9200 12/13/2021
Purchase of Class A Common Stock 45,617 71.2111 12/14/2021
Purchase of Class A Common Stock 17,636 68.9722 12/15/2021
Purchase of Class A Common Stock 2,412 70.2556 12/16/2021
Purchase of Class A Common Stock 22,975 69.5777 12/16/2021

 

 _______________________________

1 Represents Shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $62.50 per Share and expired on December 17, 2021.

2 Represents Shares underlying American-style put options sold short in the over the counter market. These put options had an exercise price of $65.00 per Share and expired on December 17, 2021.