13D Filing: Elliott Associates, L.P. and Commvault Systems Inc (CVLT)

Elliott
International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares
of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth
in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(d)
No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Elliott.

No
person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

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 395,707 and 840,877 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 2.8% of the shares
of Common Stock. The counterparties to the Physical Derivative Agreements are unaffiliated third party financial institutions.

Elliott, through The Liverpool
Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott, 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 410,152 and 871,574 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable
to approximately 0.9% and 1.9% 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 2.9% 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.

On April 2, 2018 Elliott,
Elliott International and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement“) in which the
parties 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 as Exhibit 99.1 hereto and is incorporated
herein by reference.

Except
as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships
with respect to the securities of the Issuer.