Page 14 of 20 SEC Filing
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 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 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 A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 25,564,402 Shares beneficially owned by Starboard V&O Fund is approximately $37,313,571, excluding brokerage commissions. Such aggregate purchase price includes $22,151,750, which is the purchase price of $22,715,000principal amount of the Notes convertible into 13,791,742 Shares. The aggregate purchase price of the 5,489,484 Shares beneficially owned by Starboard S LLC is approximately $8,081,952, excluding brokerage commissions. Such aggregate purchase price includes $4,629,750, which is the purchase price of $4,695,000principal amount of the Notes convertible into 2,850,637 Shares. The aggregate purchase price of the 2,637,166 Shares beneficially owned by Starboard C LP is approximately $3,424,773, excluding brokerage commissions. Such aggregate purchase price includes $774,038, which is the purchase price of $795,000 principal amount of the Notes convertible into 482,696 Shares. The aggregate purchase price of the 8,588,646 Shares held in the Starboard Value LP Account is approximately $12,663,416, excluding brokerage commissions. Such aggregate purchase price includes $7,260,250, which is the purchase price of $7,345,000 principal amount of the Notes convertible into 4,459,623 Shares.
The 137,565 Shares beneficially owned by Mr. Smith represent restricted stock units (“RSUs”) that have vested, which were granted to Mr. Smith as compensation for his service on the Board of Directors of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is calculated using as the numerator the respective Shares held by each Reporting Person, including Shares issuable upon conversion of the Notes, and as the denominator 263,919,475 Shares outstanding, as of October 30, 2015, 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 6, 2015, plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person.
| A. | Starboard V&O Fund |
| (a) | As of the close of business on January 26, 2016, Starboard V&O Fund beneficially owned 25,564,402Shares, including 13,791,742 Shares underlying the Notes. |
Percentage: Approximately 9.2%
| (b) | 1. Sole power to vote or direct vote: 25,564,402 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,564,402 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Follow Quantum Corp (NASDAQ:QMCO)
Follow Quantum Corp (NASDAQ:QMCO)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
