Page 9 of 13 SEC Filing Item 3. Source and Amount of Funds or Other Consideration.
A total of approximately $27,385,283 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings. Item 4. Purpose of Transaction.
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares. On March 10, 2016, the Master Fund delivered a letter (the “Nomination Letter”) to the Issuer nominating Nathaniel August, Gilbert Palter and Greg Share (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2016 annual meeting of stockholders (the “Annual Meeting”). On March 17, 2016, the Reporting Persons delivered a letter to the Board (the “Board Letter”), outlining the Reporting Persons’ perspective with respect to the performance and strategy of the Issuer. In the Board Letter, the Reporting Persons detailed what they view as the failings of the Issuer that have resulted in the Issuer’s negative performance, including poor capital allocation, excessive employee compensation, wasteful growth projects, stagnant core business growth, insular corporate governance and cash hoarding. The Reporting Persons also outlined ways in which they believe the Issuer can create significant stockholder value, including by reducing operating expenses, focusing on core business growth, improving corporate governance and returning cash to stockholders. A copy of the Board Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 may take positions regarding or make proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the Board, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 51,603,872 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report filed on Form 10-K with the Securities and Exchange Commission (the “SEC”) on February 26, 2016. As of the date hereof, the Master Fund owned directly 2,580,986 Shares, constituting approximately 5.0% of the Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund. 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. Follow Rpx Corp (NASDAQ:RPXC)
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| Item 3. | Source and Amount of Funds or Other Consideration. |
A total of approximately $27,385,283 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that such securities are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares.
On March 10, 2016, the Master Fund delivered a letter (the “Nomination Letter”) to the Issuer nominating Nathaniel August, Gilbert Palter and Greg Share (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2016 annual meeting of stockholders (the “Annual Meeting”).
On March 17, 2016, the Reporting Persons delivered a letter to the Board (the “Board Letter”), outlining the Reporting Persons’ perspective with respect to the performance and strategy of the Issuer. In the Board Letter, the Reporting Persons detailed what they view as the failings of the Issuer that have resulted in the Issuer’s negative performance, including poor capital allocation, excessive employee compensation, wasteful growth projects, stagnant core business growth, insular corporate governance and cash hoarding. The Reporting Persons also outlined ways in which they believe the Issuer can create significant stockholder value, including by reducing operating expenses, focusing on core business growth, improving corporate governance and returning cash to stockholders. A copy of the Board Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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 may take positions regarding or make proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the Board, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 51,603,872 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report filed on Form 10-K with the Securities and Exchange Commission (the “SEC”) on February 26, 2016.
As of the date hereof, the Master Fund owned directly 2,580,986 Shares, constituting approximately 5.0% of the Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.
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.
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