0000921895-23-001687.txt : 20230717
0000921895-23-001687.hdr.sgml : 20230717
20230717200249
ACCESSION NUMBER: 0000921895-23-001687
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230713
FILED AS OF DATE: 20230717
DATE AS OF CHANGE: 20230717
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Feld Peter A
CENTRAL INDEX KEY: 0001410600
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 231092835
MAIL ADDRESS:
STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Jeffrey C
CENTRAL INDEX KEY: 0001362697
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 231092834
MAIL ADDRESS:
STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Principal Co GP LLC
CENTRAL INDEX KEY: 0001517140
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 231092836
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Starboard Principal Co LP
CENTRAL INDEX KEY: 0001517139
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37721
FILM NUMBER: 231092837
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 845-7977
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ACACIA RESEARCH CORP
CENTRAL INDEX KEY: 0000934549
STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794]
IRS NUMBER: 954405754
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 767 3RD AVENUE, 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 332-236-8500
MAIL ADDRESS:
STREET 1: 767 3RD AVENUE, 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
form406297282b_07172023.xml
OWNERSHIP DOCUMENT
X0508
4
2023-07-13
0
0000934549
ACACIA RESEARCH CORP
ACTG
0001517139
Starboard Principal Co LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
1
1
See Footnote 2
0001517140
Starboard Principal Co GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
0
0
1
1
See Footnote 2
0001410600
Feld Peter A
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE
FL
33301
0
0
1
1
See Footnote 2
0001362697
Smith Jeffrey C
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE
FL
33301
0
0
1
1
See Footnote 2
0
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
5199608
3.6500
A
16013228
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
961675
3.6500
A
2961675
I
By Starboard Value and Opportunity S LLC
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
1634847
3.6500
A
5034847
I
By Managed Account of Starboard Value LP
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
557772
3.6500
A
1717772
I
By Starboard Value and Opportunity C LP
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
528921
3.6500
A
1628921
I
By Starboard Value and Opportunity Master Fund L LP
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
733923
3.6500
A
2260303
I
By Starboard X Master Fund Ltd
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
17035140
3.6500
A
33048368
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
3150685
3.6500
A
6112360
I
By Starboard Value and Opportunity S LLC
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
5356164
3.6500
A
10391011
I
By Managed Account of Starboard Value LP
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
1827397
3.6500
A
3545169
I
By Starboard Value and Opportunity C LP
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
1732877
3.6500
A
3361798
I
By Starboard Value and Opportunity Master Fund L LP
Common Stock, par value $0.001 per share
2023-07-13
4
M
0
2404586
3.6500
A
4664889
I
By Starboard X Master Fund Ltd
Series A Convertible Preferred Stock
3.65
2023-07-13
4
M
0
189239
3.65
D
Common Stock, par value $0.001 per share
189239
0
I
By Starboard Value and Opportunity Master Fund Ltd
Series A Convertible Preferred Stock
3.65
2023-07-13
4
M
0
35000
3.65
D
Common Stock, par value $0.001 per share
35000
0
I
By Starboard Value and Opportunity S LLC
Series A Convertible Preferred Stock
3.65
2023-07-13
4
M
0
59500
3.65
D
Common Stock, par value $0.001 per share
59500
0
I
By Managed Account of Starboard Value LP
Series A Convertible Preferred Stock
3.65
2023-07-13
4
M
0
20300
3.65
D
Common Stock, par value $0.001 per share
20300
0
I
By Starboard Value and Opportunity C LP
Series A Convertible Preferred Stock
3.65
2023-07-13
4
M
0
19250
3.65
D
Common Stock, par value $0.001 per share
19250
0
I
By Starboard Value and Opportunity Master Fund L LP
Series A Convertible Preferred Stock
3.65
2023-07-13
4
M
0
26711
3.65
D
Common Stock, par value $0.001 per share
26711
0
I
By Starboard X Master Fund Ltd
Series B Warrants
2023-07-13
4
M
0
17035140
D
Common Stock, par value $0.001 per share
17035140
0
I
By Starboard Value and Opportunity Master Fund Ltd
Series B Warrants
2023-07-13
4
M
0
3150685
D
Common Stock, par value $0.001 per share
3150685
0
I
By Starboard Value and Opportunity S LLC
Series B Warrants
2023-07-13
4
M
0
5356164
D
Common Stock, par value $0.001 per share
5356164
0
I
By Managed Account of Starboard Value LP
Series B Warrants
2023-07-13
4
M
0
1827397
D
Common Stock, par value $0.001 per share
1827397
0
I
By Starboard Value and Opportunity C LP
Series B Warrants
2023-07-13
4
M
0
1732877
D
Common Stock, par value $0.001 per share
1732877
0
I
By Starboard Value and Opportunity Master Fund L LP
Series B Warrants
2023-07-13
4
M
0
2404586
D
Common Stock, par value $0.001 per share
2404586
0
I
By Starboard X Master Fund Ltd
This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.
Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.
Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.
Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.
Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.
Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.
Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.
Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.
The transactions reported herein are exempt pursuant to Rule 16b-3.
Starboard Principal Co LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
2023-07-17
Starboard Principal Co GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory
2023-07-17
Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact
2023-07-17
By: /s/ Jeffrey C. Smith
2023-07-17