Page 30 of 32 – SEC Filing (c) Mr. Savage has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
Q. Mr. Tyree
(a) As of the close of business on July 26, 2016, Mr. Tyree did not own any Shares.
Percentage: 0% (b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Tyree has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
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. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
As described in Item 4 above, Starboard Value LP retained Messrs. Savage and Tyree as Advisors to assist in its solicitation to call the Special Meeting given the Advisors significant industry knowledge and experience. Starboard Value LP entered into advisor agreements (the “Advisor Agreements”) with each of the Advisors on July 22, 2016. Pursuant to the Advisor Agreements and in consideration for the performance of certain consulting and advisory services by the Advisors, Starboard Value LP agreed to pay each of the Advisors (i) an upfront fee equal to $15,000 in cash within fifteen (15) business days of the date of the Advisor Agreement and (ii) $15,000 in cash upon the filing by Starboard Value LP of a definitive proxy statement with the SEC relating to a solicitation of proxies in favor of the election of Starboard Value LP’s director nominees to the Board at the Special Meeting. Each of the Advisors agreed to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer, no later than ten (10) business days after receipt of such compensation, except in certain limited circumstances. On July 26, 2016, Messrs. Savage and Tyree entered into a Joinder Agreement (the “Joinder Agreement”) to that certain Amended and Restated Joint Filing and Solicitation Agreement, dated May 26, 2016, by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, and Messrs. Smith, Mitchell, Feld, Molinelli, Delucca, Fogarty, Lankau and Ms. Pendergast (the “Amended and Restated Joint Filing and Solicitation Agreement”), pursuant to which each of Messrs. Savage and Tyree agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the Joinder Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of the Amended and Restated Joint Filing and Solicitation Agreement was filed as Exhibit 99.1 to Amendment No. 2 to the Schedule 13D. Follow Assertio Therapeutics Inc (NASDAQ:ASRT)
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| | (c) | Mr. Savage has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
| Q. | Mr. Tyree |
| | (a) | As of the close of business on July 26, 2016, Mr. Tyree did not own any Shares. |
Percentage: 0%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Mr. Tyree has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
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.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
| | Item 6 is hereby amended to add the following: |
As described in Item 4 above, Starboard Value LP retained Messrs. Savage and Tyree as Advisors to assist in its solicitation to call the Special Meeting given the Advisors significant industry knowledge and experience. Starboard Value LP entered into advisor agreements (the “Advisor Agreements”) with each of the Advisors on July 22, 2016. Pursuant to the Advisor Agreements and in consideration for the performance of certain consulting and advisory services by the Advisors, Starboard Value LP agreed to pay each of the Advisors (i) an upfront fee equal to $15,000 in cash within fifteen (15) business days of the date of the Advisor Agreement and (ii) $15,000 in cash upon the filing by Starboard Value LP of a definitive proxy statement with the SEC relating to a solicitation of proxies in favor of the election of Starboard Value LP’s director nominees to the Board at the Special Meeting. Each of the Advisors agreed to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer, no later than ten (10) business days after receipt of such compensation, except in certain limited circumstances.
On July 26, 2016, Messrs. Savage and Tyree entered into a Joinder Agreement (the “Joinder Agreement”) to that certain Amended and Restated Joint Filing and Solicitation Agreement, dated May 26, 2016, by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, and Messrs. Smith, Mitchell, Feld, Molinelli, Delucca, Fogarty, Lankau and Ms. Pendergast (the “Amended and Restated Joint Filing and Solicitation Agreement”), pursuant to which each of Messrs. Savage and Tyree agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the Joinder Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of the Amended and Restated Joint Filing and Solicitation Agreement was filed as Exhibit 99.1 to Amendment No. 2 to the Schedule 13D.
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