According to a new 13D filing, Jeffrey C. Smith’s Starboard Value owns 25.05 million shares of Office Depot Inc. (NASDAQ:ODP), down from 30.22 million shares held in the middle of December, after the fund had slashed its stake by nearly 15.00 million shares. Starboard has now sold out of its long position in Office Depot, with the remaining 25.00 million shares underlying call options. Mr. Smith also owns 45,836 shares, which were granted to him by the issuer for his role as a Director of the company. Office Depot’s planned merger with Staples Inc. (NASDAQ:SPLS) is facing a preliminary injunction challenge from the FTC, which will be heard by U.S. District Court Judge Emmet G. Sullivan beginning later this month. The FTC contends that the merger would eliminate competition in the bulk office supplies space.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
STARBOARD VALUE | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 4.6% |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | 19,225,000 | 25,000,000 | 19,225,000 | 25,000,000 | 19,225,000 | 3.5% |
STARBOARD VALUE AND OPPORTUNITY S | 2,175,000 | 25,000,000 | 2,175,000 | 25,000,000 | 2,175,000 | Less than 1% |
STARBOARD VALUE AND OPPORTUNITY C | 1,225,000 | 1,225,000 | 1,225,000 | Less than 1% | ||
STARBOARD VALUE R | 1,225,000 | 1,225,000 | 1,225,000 | Less than 1% | ||
STARBOARD VALUE R GP | 1,225,000 | 1,225,000 | 1,225,000 | Less than 1% | ||
STARBOARD VALUE GP | 25,000,000 | 25,000,000 | 25,000,000 | 4.6% | ||
STARBOARD PRINCIPAL CO | 25,000,000 | 25,000,000 | 25,000,000 | 4.6% | ||
STARBOARD PRINCIPAL CO GP | 25,000,000 | 25,000,000 | 25,000,000 | 4.6% | ||
JEFFREY C. SMITH | 45,836 | 45,836 | 25,045,836 | 4.6% | ||
MARK R. MITCHELL | 1,250 | 1,250 | 25,000,000 | 4.6% | ||
PETER A. FELD | 25,000,000 | 4.6% | ||||
T-S CAPITAL PARTNERS | 1,250 | 0% | ||||
DAVID SIEGEL | Less than 1% | |||||
ROBERT TELLES | 0% |
Follow Jeff Smith's Starboard Value LP
Page 1 of 24 SEC Filing
(Name, Address and Telephone Number of Person
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 2 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 25,000,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON PN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 3 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 19,225,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 19,225,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,225,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% | ||
14 | TYPE OF REPORTING PERSON CO |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 4 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,175,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 2,175,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,175,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 5 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,225,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 1,225,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,225,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 6 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE R LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,225,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 1,225,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,225,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 7 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE R GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,225,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 1,225,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,225,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 8 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD VALUE GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 25,000,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON OO |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 9 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 25,000,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON PN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 10 of 24 SEC Filing
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 25,000,000 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 25,000,000 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON OO |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 11 of 24 SEC Filing
1 | NAME OF REPORTING PERSON JEFFREY C. SMITH | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 45,836 | |
8 | SHARED VOTING POWER 25,000,000 | ||
9 | SOLE DISPOSITIVE POWER 45,836 | ||
10 | SHARED DISPOSITIVE POWER 25,000,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,045,836* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON IN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 12 of 24 SEC Filing
1 | NAME OF REPORTING PERSON MARK R. MITCHELL | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 25,000,000 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 25,000,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON IN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 13 of 24 SEC Filing
1 | NAME OF REPORTING PERSON PETER A. FELD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER 25,000,000 | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER 25,000,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% | ||
14 | TYPE OF REPORTING PERSON IN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 14 of 24 SEC Filing
1 | NAME OF REPORTING PERSON T-S CAPITAL PARTNERS, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0- | |
8 | SHARED VOTING POWER – 0- | ||
9 | SOLE DISPOSITIVE POWER – 0- | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 0- | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON OO |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 15 of 24 SEC Filing
1 | NAME OF REPORTING PERSON DAVID SIEGEL | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,250 | |
8 | SHARED VOTING POWER – 0- | ||
9 | SOLE DISPOSITIVE POWER 1,250 | ||
10 | SHARED DISPOSITIVE POWER – 0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 16 of 24 SEC Filing
1 | NAME OF REPORTING PERSON ROBERT TELLES | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER – 0 – | |
8 | SHARED VOTING POWER – 0- | ||
9 | SOLE DISPOSITIVE POWER – 0 – | ||
10 | SHARED DISPOSITIVE POWER – 0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 0- | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 17 of 24 SEC Filing
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 5. | Interest in Securities of the Issuer. |
| Item 5 is hereby amended and restated to read as follows: |
A. | Starboard V&O Fund |
| (a) | As of the close of business on March 4, 2016, Starboard V&O Fund beneficially owned 19,225,000 Shares underlying certain call options exercisable within 60 days hereof. |
| (b) | 1. Sole power to vote or direct vote: 19,225,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 19,225,000 |
| 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 Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 18 of 24 SEC Filing
B. | Starboard S LLC |
| (a) | As of the close of business on March 4, 2016, Starboard S LLC beneficially owned 2,175,000 Shares underlying certain call options exercisable within 60 days hereof. |
| (b) | 1. Sole power to vote or direct vote: 2,175,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,175,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 4, 2016, Starboard C LP beneficially owned 1,225,000 Shares underlying certain call options exercisable within 60 days hereof. |
| (b) | 1. Sole power to vote or direct vote: 1,225,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,225,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (c) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 1,225,000 Shares underlying certain call options exercisable within 60 days hereof. |
| (d) | 1. Sole power to vote or direct vote: 1,225,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,225,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (e) | Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 19 of 24 SEC Filing
| (f) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 1,225,000 Shares underlying certain call options exercisable within 60 days hereof. |
| (g) | 1. Sole power to vote or direct vote: 1,225,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,225,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (h) | Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
F. | Starboard Value LP |
| (a) | As of the close of business on March 4, 2016, 2,375,000 Shares underlying certain call options exercisable within 60 days hereof were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 19,225,000 Shares owned by Starboard V&O Fund, (ii) 2,175,000 Shares owned by Starboard S LLC, (iii) 1,225,000 Shares owned by Starboard C LP, and (iv) 2,375,000 Shares held in the Starboard Value LP Accounts. |
| (b) | 1. Sole power to vote or direct vote: 25,000,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,000,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
G. | Starboard Value GP |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 19,225,000 Shares owned by Starboard V&O Fund, (ii) 2,175,000 Shares owned by Starboard S LLC, (iii) 1,225,000 Shares owned by Starboard C LP, and (iv) 2,375,000 Shares held in the Starboard Value LP Accounts. |
| Percentage: Approximately 4.6% |
| (b) | 1. Sole power to vote or direct vote: 25,000,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,000,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 20 of 24 SEC Filing
H. | Principal Co |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 19,225,000 Shares owned by Starboard V&O Fund, (ii) 2,175,000 Shares owned by Starboard S LLC, (iii) 1,225,000 Shares owned by Starboard C LP, and (iv) 2,375,000 Shares held in the Starboard Value LP Accounts. |
| Percentage: Approximately 4.6% |
| (b) | 1. Sole power to vote or direct vote: 25,000,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,000,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
I. | Principal GP |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 19,225,000 Shares owned by Starboard V&O Fund, (ii) 2,175,000 Shares owned by Starboard S LLC, (iii) 1,225,000 Shares owned by Starboard C LP, and (iv) 2,375,000 Shares held in the Starboard Value LP Accounts. |
| (b) | 1. Sole power to vote or direct vote: 25,000,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 25,000,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
J. | Mr. Smith |
| (a) | As of the close of business on March 7, 2016, Mr. Smith directly owned 45,836 Shares. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 19,225,000 Shares owned by Starboard V&O Fund, (ii) 2,175,000 Shares owned by Starboard S LLC, (iii) 1,225,000 Shares owned by Starboard C LP, and (iv) 2,375,000 Shares held in the Starboard Value LP Accounts. |
| (b) | 1. Sole power to vote or direct vote: 45,836 |
| 2. Shared power to vote or direct vote: 25,000,000 |
| 3. Sole power to dispose or direct the disposition: 45,836 |
| 4. Shared power to dispose or direct the disposition: 25,000,000 |
| (c) | Mr. Smith has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 21 of 24 SEC Filing
K. | Messrs. Mitchell and Feld |
| (a) | Each of Messrs. Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 19,225,000 Shares owned by Starboard V&O Fund, (ii) 2,175,000 Shares owned by Starboard S LLC, (iii) 1,225,000 Shares owned by Starboard C LP, and (iv) 2,375,000 Shares held in the Starboard Value LP Accounts. |
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 25,000,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 25,000,000 |
| (c) | None of Messrs. Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
L. | T-S Capital |
| (a) | As of the close of business on March 4, 2016, T-S Capital did not own any Shares. |
| (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) | T-S Capital has not entered into any transactions in the Shares during the past sixty days. |
M. | Mr. Siegel |
| (a) | As of the close of business on March 4, 2016, Mr. Siegel directly owned 1,250 Shares. |
| (b) | 1. Sole power to vote or direct vote: 1,250 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,250 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Siegel has not entered into any transactions in the Shares during the past sixty days. |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 22 of 24 SEC Filing
O. | Mr. Telles |
| (a) | As of the close of business on March 4, 2016, Mr. Telles did not own any Shares. |
| (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. Telles has not entered into any transactions in the Shares during the past sixty days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | As of March 3, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 23 of 24 SEC Filing
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner | STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE R GP LLC |
By: | /s/ Jeffrey C. Smith | |
Name: | Jeffrey C. Smith | |
Title: | Authorized Signatory |
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, T-S Capital Partners, LLC, David Siegel and Robert Telles |
Follow Odp Corp (NASDAQ:ODP)
Follow Odp Corp (NASDAQ:ODP)
Page 24 of 24 SEC Filing
Nature of the Transaction | Amount of Securities Purchased / (Sold) | Price Per Share($) | Date of Purchase / Sale |
Sale of Common Stock(1) | (597,560) | 5.1991 | 03/02/2016 |
Sale of Common Stock(1) | (587,442) | 5.2124 | 03/02/2016 |
Sale of Common Stock(1) | (198,637) | 5.2260 | 03/03/2016 |
Sale of Common Stock(1) | (231,743) | 5.2000 | 03/03/2016 |
Sale of Common Stock(1) | (410,779) | 5.2331 | 03/03/2016 |
Sale of Common Stock(1) | (940,498) | 5.2458 | 03/03/2016 |
Sale of Common Stock | (219,953) | 5.1991 | 03/02/2016 |
Sale of Common Stock | (216,242) | 5.2129 | 03/02/2016 |
Sale of Common Stock | (73,117) | 5.2260 | 03/03/2016 |
Sale of Common Stock | (85,303) | 5.2105 | 03/03/2016 |
Sale of Common Stock | (151,211) | 5.2331 | 03/03/2016 |
Sale of Common Stock | (346,189) | 5.2458 | 03/03/2016 |
Sale of Common Stock | (88,728) | 5.1991 | 03/02/2016 |
Sale of Common Stock | (87,232) | 5.2129 | 03/02/2016 |
Sale of Common Stock | (29,495) | 5.2260 | 03/03/2016 |
Sale of Common Stock | (34,411) | 5.2105 | 03/03/2016 |
Sale of Common Stock | (60,999) | 5.2331 | 03/03/2016 |
Sale of Common Stock | (139,652) | 5.2458 | 03/03/2016 |
Sale of Common Stock | (593,789) | 5.1991 | 03/02/2016 |
Sale of Common Stock | (583,773) | 5.2129 | 03/02/2016 |
Sale of Common Stock | (197,388) | 5.2260 | 03/03/2016 |
Sale of Common Stock | (230,286) | 5.2105 | 03/03/2016 |
Sale of Common Stock | (408,213) | 5.2331 | 03/03/2016 |
Sale of Common Stock | (934,582) | 5.2458 | 03/03/2016 |