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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )¹

Monotype Imaging Holdings Inc.

(Name
of Issuer)

Common Stock,
par value $0.001 per share

(Title of Class of Securities)

61022P100

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

GREG
LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

(713)
482-2196

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

September 26, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates
to the common stock, par value $0.001 per share (the “Shares”), of Monotype Imaging Holdings Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 600 Unicorn Park Drive, Woburn, Massachusetts
01801.

(a)       This
statement is filed by:

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Starboard V&O Fund,
Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal
GP, and Messrs. Smith, Feld and Mitchell are referred to as the “Starboard Parties” and BLR Partners, BLRPart GP, BLRGP,
Fondren, FMLP, and Mr. Radoff are referred to as the “BLR Parties.” Each of the Reporting Persons is party to that
certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.

(b)       The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The address of the principal office of
each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston,
TX 77027.

(c)       The
principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory
and management services and acts 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.  The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The
principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member
of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP. The principal business of BLR Partners is investing in securities. The principal business of BLRPart
GP is serving as the general partner of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart
GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of
FMLP is serving as the general partner of Fondren Management. The principal occupation of Mr. Radoff is serving as the sole shareholder
and sole director of each of BLRGP and FMLP.

(d)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f)       Messrs.
Smith, Mitchell, Feld and Radoff are citizens of the United States of America. The citizenship of the persons listed on Schedule
A is set forth therein.

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account 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, as set forth in Schedule B, which is incorporated by reference herein. The
aggregate purchase price of the 2,146,808 Shares beneficially owned by Starboard V&O Fund is approximately $40,556,547, excluding
brokerage commissions. The aggregate purchase price of the 248,290 Shares beneficially owned by Starboard S LLC is approximately
$4,692,047, excluding brokerage commissions. The aggregate purchase price of the 140,794 Shares beneficially owned by Starboard
C LP is approximately $2,658,756, excluding brokerage commissions. The aggregate purchase price of the 280,017 Shares held in
the Starboard Value LP Account is approximately $5,321,731, excluding brokerage commissions.

The Shares purchased
by BLR Partners 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 938,637
Shares owned directly by BLR Partners is approximately $17,732,742, including brokerage commissions.

The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting
Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons
may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on
the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 41,717,178 Shares outstanding, as of July 25, 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 July 31, 2017.

Percentage: Approximately 5.1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 6.8%

Percentage: Approximately 6.8%

Percentage: Approximately 6.8%

Percentage: Approximately 6.8%

Percentage: Approximately 6.8%

Percentage: Approximately 2.3%

Percentage: Approximately 2.3%

Percentage: Approximately 2.3%

Percentage: Approximately 2.3%

Percentage: Approximately 2.3%

Percentage: Approximately 2.3%

As of the close of business
on October 6, 2017, the Reporting Persons collectively beneficially owned an aggregate of 3,754,546 Shares, constituting approximately
9.0% of the Shares outstanding.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

On August 21, 2017,
the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed,
among other things, (i) to form a group for the purpose of engaging in discussions with the Issuer regarding means to enhance stockholder
value and corporate governance, (ii) to take any other actions the group determines to undertake in connection with their respective
investment in the Issuer, including, but not limited to, a potential solicitation of proxies in furtherance of seeking representation
on the Issuer’s Board of Directors, (iii) 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, (iv) that each of the Starboard Parties and BLR
Parties will pay directly all pre-approved expenses incurred in connection with the group’s activities based on their pro
rata ownership percentage of the Shares, as adjusted each month, and (v) that a trading policy will be in effect during the term
of the Group Agreement, which provides, among other things, that each of the Starboard Parties and BLR Parties will only buy, sell
or otherwise transact in securities of the Issuer approximately in proportion to the agreed upon target position of the parties.
The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: October 6, 2017

SCHEDULE A

Directors and Officers of Starboard
Value and Opportunity Master Fund Ltd

* Mr. Mitchell is a Reporting Person and, as such, the information
with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

SCHEDULE B

Transactions in the Shares During
the Past Sixty Days

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD