13D Filing: Starboard Value LP and Magellan Health Inc (NASDAQ:MGLN)

Page 18 of 28

Page 18 of 28 – SEC Filing

D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 130,301 shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 130,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 130,301
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 130,301 shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 130,301
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 130,301
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
F. Starboard Value LP
(a) As of the close of business on December 12, 2018, 305,614 Shares were held in the Starboard Value
LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,704,582 Shares owned by Starboard V&O
Fund, (ii) 228,603 Shares owned by Starboard S LLC, (iii) 130,301 Shares owned by Starboard C LP, and (iv) 305,614 Shares held
in the Starboard Value LP Account.

Percentage: Approximately 9.8%

(b) 1. Sole power to vote or direct vote: 2,369,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,369,100
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and
on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule
B and are incorporated herein by reference.
18

Follow Magellan Health Inc (NASDAQ:MGLN)

Page 18 of 28