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

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The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.  In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described  in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a)
As of the date hereof, Elliott, Elliott International and EICA collectively have beneficial ownership of 3,336,584 shares
of Common Stock constituting approximately 7.4% of the shares of Common Stock outstanding and combined economic exposure in the
Issuer equivalent to 4,618,310 shares of Common Stock constituting approximately 10.3% of the shares of Common Stock outstanding.

The
aggregate percentage of the Common Stock reported owned by each person named herein is based upon 44,942,269 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as of January 22, 2018 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2017, filed with the Securities and Exchange Commission
(the “SEC“) on January 25, 2018.

As
of the date hereof, Elliott beneficially owned 1,067,706 shares of Common Stock, including 395,707 shares of Common Stock underlying
Physical Derivative Agreements that Elliott may be deemed to beneficially own upon satisfaction of certain conditions, constituting
2.4% of the shares of Common Stock outstanding.

As of the date hereof, Elliott International beneficially owned 2,268,878 shares of Common Stock, including 840,877 shares of Common Stock underlying Physical Derivative Agreements that Elliott International may be deemed to beneficially own upon satisfaction of certain conditions,  constituting 5.0% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 2,268,878 shares of Common Stock beneficially owned by Elliott International, constituting 5.0% of the shares of Common Stock outstanding.

(b)
Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of the shares of Common Stock
owned directly by it.

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