13D Filing: Elliott Associates, L.P. and Akamai Technologies Inc (AKAM)

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and restated in the entirety by the following:

Elliott Working Capital

The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $32,858,077. The aggregate purchase price of the Physical Derivative Agreements owned by Elliott is approximately $67,846,637. The aggregate purchase price of the options exchangeable into shares of Common Stock owned by Elliott is approximately $496,800.

Elliott International Working Capital

The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $69,823,424. The aggregate purchase price of Physical Derivative Agreements owned by Elliott International is approximately $144,174,042. The aggregate purchase price of the options exchangeable into shares of Common Stock owned by Elliott International is approximately $1,055,700.

The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On
March 8, 2018, the Reporting Persons entered into a cooperation agreement with the Issuer (the “Cooperation Agreement“),
pursuant to which the Issuer agreed that, as promptly as practicable following the satisfaction of certain specified conditions,
two designees (the “Designees“) will be appointed to serve as members of the Issuer’s Board of Directors (the
“Board“). In addition, the Reporting Persons have customary replacement rights upon mutual agreement with the
Issuer with respect to both of the Designees under the Cooperation Agreement.

The
Cooperation Agreement also provides for customary standstill provisions during a standstill period (the “Restricted Period“),
which is set to terminate the earlier of: (i) the fifth business day after written notice is delivered by the Reporting Persons
to the Issuer of a material breach of the Cooperation Agreement by the Issuer if such breach has not been cured within such notice
period; provided that no Reporting Persons is then in material breach of the Cooperation Agreement; (ii) the 30th day prior to
the last day of the time period, established by the Issuer’s Amended and Restated By-Laws, for stockholders to deliver notice to
the Issuer of director nominations to be brought before the Issuer’s 2019 annual meeting of stockholders; and (iii) March 31, 2019.

13D Filing: Elliott Associates, L.P. and Akamai Technologies Inc (AKAM)

Published on March 13, 2018 at 10:29 am by Insider Monkey Staff in Hedge Funds

Page 5 of 8 – SEC Filing

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