Page 14 of 20 – SEC Filing The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 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 24,582,539 Shares beneficially owned by Starboard V&O Fund is approximately $35,933,284, excluding brokerage commissions. Such aggregate purchase price includes $22,151,750, which is the purchase price of $22,715,000 principal amount of the Notes convertible into 13,791,742 Shares. The aggregate purchase price of the 5,269,399 Shares beneficially owned by Starboard S LLC is approximately $7,802,630, excluding brokerage commissions. Such aggregate purchase price includes $4,629,750, which is the purchase price of $4,695,000 principal amount of the Notes convertible into 2,850,637 Shares. The aggregate purchase price of the 2,457,479 Shares beneficially owned by Starboard C LP is approximately $3,200,164, 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 8,244,277 Shares held in the Starboard Value LP Account is approximately $12,226,282, 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 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: Pursuant to that certain settlement agreement between Starboard Value LP and its affiliates (collectively, “Starboard”) and the Issuer, dated July 28, 2014 (the “Settlement Agreement”), Starboard exercised its replacement rights by recommending that Clifford Press be appointed to the Issuer’s Board of Directors (the “Board”) to fill the vacancy created by the resignation of Philip Black, who was previously appointed to the Board pursuant to the Settlement Agreement. On April 5, 2016, the Issuer announced Mr. Press’ appointment to the Board, effective April 1, 2016. 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 264,233,646 Shares outstanding, as of January 29, 2016, 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 February 5, 2016, plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person. Follow Quantum Corp (NASDAQ:QMCO)
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The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 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 24,582,539 Shares beneficially owned by Starboard V&O Fund is approximately $35,933,284, excluding brokerage commissions. Such aggregate purchase price includes $22,151,750, which is the purchase price of $22,715,000 principal amount of the Notes convertible into 13,791,742 Shares. The aggregate purchase price of the 5,269,399 Shares beneficially owned by Starboard S LLC is approximately $7,802,630, excluding brokerage commissions. Such aggregate purchase price includes $4,629,750, which is the purchase price of $4,695,000 principal amount of the Notes convertible into 2,850,637 Shares. The aggregate purchase price of the 2,457,479 Shares beneficially owned by Starboard C LP is approximately $3,200,164, 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 8,244,277 Shares held in the Starboard Value LP Account is approximately $12,226,282, 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 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
Pursuant to that certain settlement agreement between Starboard Value LP and its affiliates (collectively, “Starboard”) and the Issuer, dated July 28, 2014 (the “Settlement Agreement”), Starboard exercised its replacement rights by recommending that Clifford Press be appointed to the Issuer’s Board of Directors (the “Board”) to fill the vacancy created by the resignation of Philip Black, who was previously appointed to the Board pursuant to the Settlement Agreement. On April 5, 2016, the Issuer announced Mr. Press’ appointment to the Board, effective April 1, 2016.
| 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 264,233,646 Shares outstanding, as of January 29, 2016, 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 February 5, 2016, plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person.
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