13D Filing: Starboard Value LP and Monotype Imaging Holdings Inc. (TYPE)

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased
by Starboard V&O Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of
the 1,000 Shares beneficially owned by Starboard V&O Fund is approximately $19,005, excluding brokerage commissions.

The Shares purchased
by each of Ms. O’Hara and Mr. Riedel were purchased with personal funds in the open market. The aggregate purchase price
of the 590 Shares owned directly by Ms. O’Hara is approximately $13,532, excluding brokerage commissions. The aggregate
purchase price of the 1,075 Shares owned directly by Mr. Riedel is approximately $24,956, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended
to add the following:

Based on the significant
appreciation in the Issuer’s stock price since Starboard’s and BLR’s initial purchase of Shares, and the Issuer’s
recently announced renewed focus on enhancing profitability and restructuring non-core businesses for the benefit of shareholders,
Starboard and BLR have elected not to move forward with an election contest at this time and have reduced their holdings of the
Issuer’s Shares. Starboard and BLR fully expect that the Issuer will continue down this new path focused on core business
improvements and shareholder value creation, and will continue to monitor the Issuer’s progress.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended
and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 41,734,360 Shares outstanding, as of October 24, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 1, 2017.

A.

Starboard V&O Fund

(a)

As of the close of business on February 21, 2018, Starboard V&O Fund beneficially owned 1,000 Shares.

Percentage: Less than 1%