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

SCHEDULE 13D/A

(Amendment No. 1)*

Akamai Technologies,
Inc.

Common Stock,
$0.01 par value

00971T101

Elliott Associates, L.P.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

March 8,
2018

NAME OF REPORTING PERSON

Elliott Associates, L.P.

(a) x

(b) ¨

SOURCE OF FUNDS

WC

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

2,168,473 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

2,168,473 (1)

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,168,473 (1)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

Elliott International, L.P.

(a) x

(b) ¨

SOURCE OF FUNDS

WC

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

SOLE VOTING POWER

0

SHARED VOTING POWER

4,608,004 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,608,004 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,608,004 (1)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

SOURCE OF FUNDS

OO

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

-0-

SHARED VOTING POWER

4,608,004 (1)

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

4,608,004 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,608,004 (1)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%

TYPE OF REPORTING PERSON

CO

Elliott Working Capital

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.

In
addition, the Cooperation Agreement provides that the Reporting Persons will vote their Common Stock during the Restricted Period
in favor of the Issuer’s nominees who are members of the Board as of the date of the Cooperation Agreement and other proposals
at each annual meeting of shareholders during the Restricted Period, subject to certain exceptions.

The
foregoing summary of the Cooperation Agreement is not complete and is qualified in its entirety by the full text of the Cooperation
Agreement, which is included as Exhibit 1 hereto and is incorporated by reference.

(a)
As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer
of approximately 6.5% of the shares of Common Stock outstanding.

The
aggregate percentage of Common Stock reported owned by each person named herein is based upon 170,031,585 shares of Common
Stock outstanding, which is the total number of shares of Common Stock outstanding as of February 22, 2018, as reported
in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 1,
2018.

As
of the date hereof, Elliott beneficially owned 2,168,473 shares of Common Stock, including (i) 1,197,273 shares of Common Stock
underlying Physical Derivative Agreements that Elliott may be deemed to beneficially own upon satisfaction of certain conditions
and (ii) option contracts which may be exercisable into 331,200 shares of Common Stock that Elliott may be deemed to beneficially
own upon satisfaction of certain conditions, constituting 1.3% of the shares of Common Stock outstanding.

As
of the date hereof, Elliott International beneficially owned 4,608,004 shares of Common Stock, including (i) 2,544,204 shares of
Common Stock underlying Physical Derivative Agreements that Elliott International may be deemed to beneficially own upon satisfaction
of certain conditions and (ii) option contracts which may be exercisable into 703,800 shares of Common Stock that Elliott International
may be deemed to beneficially own upon satisfaction of certain conditions, constituting 2.7% of the shares of Common Stock outstanding.
EICA, as the investment manager of Elliott International may be deemed to beneficially own the 4,608,004 shares of Common Stock
beneficially owned by Elliott International, constituting 2.7% of the shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA beneficially own 6,776,477 shares of Common Stock, constituting approximately 4.0% of the
shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA have economic exposure comparable to approximately 6.5% of the shares of Common Stock outstanding
pursuant to the Cash Derivative Agreements and options exercisable into Cash Derivative Agreements, as disclosed in Item 6.

The Reporting Persons’ response to Item 4 is
incorporated by reference into this Item 6.

Elliott and Elliott International have entered
into notional principal amount derivative agreements in the form of physically settled swaps (the “Physical Derivative
Agreements“) with respect to 1,197,273 and 2,544,204 shares of Common Stock of the Issuer, respectively, that the Reporting
Persons may be deemed to beneficially own upon satisfaction of certain conditions. Collectively, the Physical Derivative Agreements
held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.2% of the shares of Common
Stock. The counterparties to the Physical Derivative Agreements are unaffiliated third party financial institutions. In addition,
Elliott and Elliott International have entered 3,312 and 7,038 option contracts, respectively, with unaffiliated third party financial
institutions which may be exercisable by Elliott and Elliott International into 331,200 and 703,800 shares of Common Stock, respectively.
Collectively, the Physical Derivative Agreements and options exercisable into Physical Derivative Agreements held by the Reporting
Persons represent economic exposure comparable to an interest in approximately 2.8% of the shares of Common Stock.

Elliott, through The Liverpool Limited
Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool“),
and Elliott International have entered into notional principal amount derivative agreements in the form of cash
settled swaps (the “Cash Derivative Agreements“) with respect to 888,228 and 1,887,485 shares of
Common Stock of the Issuer, respectively (representing economic exposure comparable to 0.5% and 1.1% of the shares of
Common Stock of the Issuer, respectively). Collectively, the Cash Derivative Agreements held by the Reporting Persons
represent economic exposure comparable to an interest in approximately 1.6% of the shares of Common Stock. The Cash
Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the
economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct
the disposition of the shares that are referenced in the Cash Derivative Agreements (such shares, the “Subject
Shares“). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to
the Cash Derivative Agreements are unaffiliated third party financial institutions. In addition, Elliott and Elliott
International have entered into 4,800 and 10,200 option contracts, respectively, with unaffiliated third party
financial institutions which may be exercisable by Elliott and Elliott International into Cash Derivative
Agreements. Collectively, the Cash Derivative Agreements and options exercisable into Cash Derivative Agreements held
by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.5% of the shares of
Common Stock.