0000921895-22-002934.txt : 20221108 0000921895-22-002934.hdr.sgml : 20221108 20221108201558 ACCESSION NUMBER: 0000921895-22-002934 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221030 FILED AS OF DATE: 20221108 DATE AS OF CHANGE: 20221108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value & Opportunity C LP CENTRAL INDEX KEY: 0001571704 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370404 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001373638 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370406 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-845-7906 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY FUND LTD DATE OF NAME CHANGE: 20110404 FORMER NAME: FORMER CONFORMED NAME: RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD DATE OF NAME CHANGE: 20090730 FORMER NAME: FORMER CONFORMED NAME: Starboard Value & Opportunity Master Fund Ltd DATE OF NAME CHANGE: 20060823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370407 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value GP LLC CENTRAL INDEX KEY: 0001517138 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370399 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARBOARD VALUE & OPPORTUNITY S LLC CENTRAL INDEX KEY: 0001519812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370405 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard X Master Fund Ltd CENTRAL INDEX KEY: 0001833016 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370402 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value R LP CENTRAL INDEX KEY: 0001575972 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370401 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value R GP LLC CENTRAL INDEX KEY: 0001575979 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370398 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value & Opportunity Master Fund L LP CENTRAL INDEX KEY: 0001767736 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370403 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value L LP CENTRAL INDEX KEY: 0001767773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37721 FILM NUMBER: 221370400 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACACIA RESEARCH CORP CENTRAL INDEX KEY: 0000934549 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 954405754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 767 3RD AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 332-236-8500 MAIL ADDRESS: STREET 1: 767 3RD AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 form306297282a_11082022.xml OWNERSHIP DOCUMENT X0206 3 2022-10-30 0 0000934549 ACACIA RESEARCH CORP ACTG 0001517137 Starboard Value LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001373638 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001519812 STARBOARD VALUE & OPPORTUNITY S LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001571704 Starboard Value & Opportunity C LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001767736 Starboard Value & Opportunity Master Fund L LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001833016 Starboard X Master Fund Ltd 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001575972 Starboard Value R LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001767773 Starboard Value L LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001517138 Starboard Value GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 2 0001575979 Starboard Value R GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 Common Stock, par value $0.001 per share 2703404 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, par value $0.001 per share 500000 I By Starboard Value and Opportunity S LLC Common Stock, par value $0.001 per share 850000 I By Managed Account of Starboard Value LP Common Stock, par value $0.001 per share 290000 I By Starboard Value and Opportunity C LP Common Stock, par value $0.001 per share 275000 I By Starboard Value and Opportunity Master Fund L LP Common Stock, par value $0.001 per share 381596 I By Starboard X Master Fund Ltd Series A Convertible Preferred Stock 3.65 Common Stock, par value $0.001 per share 189239 I By Starboard Value and Opportunity Master Fund Ltd Series A Convertible Preferred Stock 3.65 Common Stock, par value $0.001 per share 35000 I By Starboard Value and Opportunity S LLC Series A Convertible Preferred Stock 3.65 Common Stock, par value $0.001 per share 59500 I By Managed Account of Starboard Value LP Series A Convertible Preferred Stock 3.65 Common Stock, par value $0.001 per share 20300 I By Starboard Value and Opportunity C LP Series A Convertible Preferred Stock 3.65 Common Stock, par value $0.001 per share 19250 I By Starboard Value and Opportunity Master Fund L LP Series A Convertible Preferred Stock 3.65 Common Stock, par value $0.001 per share 26711 I By Starboard X Master Fund Ltd Series B Warrants Common Stock, par value $0.001 per share 54068052 I By Starboard Value and Opportunity Master Fund Ltd Series B Warrants Common Stock, par value $0.001 per share 10000000 I By Starboard Value and Opportunity S LLC Series B Warrants Common Stock, par value $0.001 per share 17000000 I By Managed Account of Starboard Value LP Series B Warrants Common Stock, par value $0.001 per share 5800000 I By Starboard Value and Opportunity C LP Series B Warrants Common Stock, par value $0.001 per share 5500000 I By Starboard Value and Opportunity Master Fund L LP Series B Warrants Common Stock, par value $0.001 per share 7631948 I By Starboard X Master Fund Ltd This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account. Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Pursuant to a certain Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Series A Convertible Preferred Stock reported herein will be converted into shares of Common Stock on or prior to July 14, 2023, subject to the receipt of stockholder approval at the Issuer's next annual meeting of stockholders for an amendment and restatement of the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, dated as of January 7, 2020, to remove a 4.89% "blocker" provision. The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants to be cancelled immediately following the completion of a certain rights offering contemplated under the Recapitalization Agreement. The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons. Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value and Opportunity C LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value and Opportunity Master Fund L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard X Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value R LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08 Starboard Value R GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 2022-11-08