Filing Details
- Accession Number:
- 0001011438-21-000194
- Form Type:
- 13D Filing
- Publication Date:
- 2021-08-09 20:00:00
- Filed By:
- Starboard Value LP
- Company:
- Cyxtera Technologies Inc.
- Filing Date:
- 2021-08-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Starboard Value | 22,130,128 | 0 | 22,130,128 | 0 | 22,130,128 | (see Item 5(a)) 12.9% |
| Starboard Value and Opportunity Master Fund Ltd | 12,384,694 | 0 | 12,384,694 | 0 | 12,384,694 | (see Item 5(a)) 7.3% |
| Starboard Value and Opportunity S | 2,189,382 | 0 | 2,189,382 | 0 | 2,189,382 | (see Item 5(a)) 1.3% |
| Starboard Value and Opportunity C | 1,301,928 | 0 | 1,301,928 | 0 | 1,301,928 | (see Item 5(a)) Less than 1% |
| Starboard Value R | 1,301,928 | 0 | 1,301,928 | 0 | 1,301,928 | (see Item 5(a)) Less than 1% |
| Starboard Value R GP | 2,303,414 | 0 | 2,303,414 | 0 | 2,303,414 | (see Item 5(a)) 1.4% |
| Starboard Value and Opportunity Master Fund L | 1,001,486 | 0 | 1,001,486 | 0 | 1,001,486 | (see Item 5(a)) Less than 1% |
| Starboard Value L | 1,001,486 | 0 | 1,001,486 | 0 | 1,001,486 | (see Item 5(a)) Less than 1% |
| Starboard X Master Fund Ltd | 1,722,647 | 0 | 1,722,647 | 0 | 1,722,647 | (see Item 5(a)) 1.0% |
| Starboard Value GP | 22,130,128 | 0 | 22,130,128 | 0 | 22,130,128 | (see Item 5(a)) 12.9% |
| Starboard Principal Co | 22,130,128 | 0 | 22,130,128 | 0 | 22,130,128 | (see Item 5(a)) 12.9% |
| Starboard Principal Co GP | 22,130,128 | 0 | 22,130,128 | 0 | 22,130,128 | (see Item 5(a)) 12.9% |
| Jeffrey C. Smith | 0 | 22,130,128 | 0 | 22,130,128 | 22,130,128 | (see Item 5(a)) 12.9% |
| Peter A. Feld | 0 | 22,130,128 | 0 | 22,130,128 | 22,130,128 | (see Item 5(a)) 12.9% |
| SVAC Sponsor | 16,203,840 | 0 | 16,203,840 | 0 | 16,203,840 | (see Item 5(a)) 9.4% |
| SVAC Manager | 16,203,840 | 0 | 16,203,840 | 0 | 16,203,840 | (see Item 5(a)) 9.4% |
| Martin D. McNulty, Jr | 0 | 505,150 | 0 | 505,150 | 505,150 | (see Item 5(a)) Less than 1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cyxtera Technologies, Inc.
(f/k/a Starboard Value Acquisition Corp.)
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
23284C 102
(CUSIP NUMBER)
Jeffrey C. Smith
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Not Applicable
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box ◻.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value LP | | |||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | | |||||||||||
| 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 22,130,128(1)(2(3) | | | |||||||
| | 8 | | SHARED VOTING POWER 0 | | | ||||||||
| | 9 | | SOLE DISPOSITIVE POWER 22,130,128(1)(2)(3) | | | ||||||||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | | ||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,128 (1)(2)(3) | | |||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.9% | | |||||||||||
| 14 | TYPE OF REPORTING PERSON* PN | | |||||||||||
| (1) | Includes 1,853,813 shares of Class A common stock, par value $0.0001 per share (“Shares”) issuable upon exercise of Forward Purchase Warrants (as
defined in Item 4 below). |
| (2) | Includes 3,750,000 Optional Shares (as defined in Item 4 below). |
| (3) | Includes Shares, Shares underlying Forward Purchase Warrants and Shares eligible to be received under the Optional Share Purchase Agreement held by a managed account.
|
| | | | | | ||||||||
| CUSIP No. 23284C 102 | | | | |||||||||
| | | | | | ||||||||
| 1 | NAME OF REPORTING PERSONS Starboard Value and Opportunity Master Fund Ltd | |||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | |||||||||||
| 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 12,384,694 (1)(2) | | |||||||
| | 8 | | SHARED VOTING POWER 0 | | ||||||||
| | 9 | | SOLE DISPOSITIVE POWER 12,384,694 (1)(2) | | ||||||||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | ||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,384,694 (1)(2) | |||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 7.3% | |||||||||||
| 14 | TYPE OF REPORTING PERSON* CO | |||||||||||
| (1) | Includes 1,064,090 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 2,092,500 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value and Opportunity S LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 2,189,382 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 2,189,382 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,189,382 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 1.3% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| (1) | Includes 183,527 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 363,750 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value and Opportunity C LP | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 1,301,928 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,301,928 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,301,928 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| (1) | Includes 109,375 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 217,500 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value R LP | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 1,301,928 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,301,928 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,301,928 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| (1) | Includes 109,375 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 217,500 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value R GP LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 2,303,414 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 2,303,414 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,303,414 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 1.4% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| (1) | Includes 194,500 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 367,500 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value and Opportunity Master Fund L LP | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 1,001,486 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,001,486 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,486 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| (1) | Includes 85,275 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 150,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value L LP | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 1,001,486 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,001,486 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,486 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| (1) | Includes 85,275 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 150,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard X Master Fund Ltd | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 1,722,647 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 1,722,647 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,722,647 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 1.0% | ||||||
| 14 | TYPE OF REPORTING PERSON* CO | ||||||
| (1) | Includes 98,252 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 412,500 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Value GP LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 22,130,128 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 22,130,128 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,128 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.9% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| (1) | Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 3,750,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Principal Co LP | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 22,130,128 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 22,130,128 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,128 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.9% | ||||||
| 14 | TYPE OF REPORTING PERSON* PN | ||||||
| (1) | Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 3,750,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Starboard Principal Co GP LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 22,130,128 (1)(2) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 22,130,128 (1)(2) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,128 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.9% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| (1) | Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 3,750,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Jeffrey C. Smith | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | | ||
| | 8 | | SHARED VOTING POWER 22,130,128 (1)(2) | | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 22,130,128 (1)(2) | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,128 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.9% | ||||||
| 14 | TYPE OF REPORTING PERSON* IN | ||||||
| (1) | Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 3,750,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Peter A. Feld | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | | ||
| | 8 | | SHARED VOTING POWER 22,130,128 (1)(2) | | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 22,130,128 (1)(2) | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,130,128 (1)(2) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 12.9% | ||||||
| 14 | TYPE OF REPORTING PERSON* IN | ||||||
| (1) | Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants. |
| (2) | Includes 3,750,000 Optional Shares. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS SVAC Sponsor LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 16,203,840 (1) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 16,203,840 (1) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,203,840 (1) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 9.4% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| (1) | Includes 6,723,127 Shares issuable upon exercise of the Private Placement Warrants (as defined in Item 4 below). |
| | |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS SVAC Manager LLC | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 16,203,840 (1) | | ||
| | 8 | | SHARED VOTING POWER 0 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 16,203,840 (1) | | |||
| | 10 | | SHARED DISPOSITIVE POWER 0 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,203,840 (1) | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) 9.4% | ||||||
| 14 | TYPE OF REPORTING PERSON* OO | ||||||
| (1) | Includes 6,723,127 Shares issuable upon exercise of the Private Placement Warrants. |
| CUSIP No. 23284C 102 | | | |
| 1 | NAME OF REPORTING PERSONS Martin D. McNulty, Jr. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ◻ (b) ◻ | ||||||
| 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 United States | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 7 | | SOLE VOTING POWER 0 | | ||
| | 8 | | SHARED VOTING POWER 505,150 | | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | | |||
| | 10 | | SHARED DISPOSITIVE POWER 505,150 | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 505,150 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ◻ | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a)) Less than 1% | ||||||
| 14 | TYPE OF REPORTING PERSON* IN | ||||||
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 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 as follows:
Funds for the purchase of securities reported herein were derived from available working capital of SVAC Sponsor LLC (the “Sponsor”). Substantially all of the
membership interests in the Sponsor are held by the Starboard Clients (as defined below), and the remaining membership interests are held by third-party industry advisors. The Sponsor paid to the Issuer $25,000 for the Founder Shares (as defined in
Item 4) in the aggregate, including some Founders Shares that have been subsequently transferred, and $10,084,690.50 for the Private Placement Warrants (as defined in Item 4), for a total of $10,109,690 from the Sponsor. The purchase prices paid by
each of the Starboard Funds and an account managed by Starboard Value LP (the “Starboard Value LP Account” and, collectively with the Starboard Funds, the “Starboard Clients”) are listed on Schedule B. Mr. McNulty paid $1,250 for his portion of the
Founders Shares and received additional Founders Shares through a dividend.
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 10, 2021
| 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 AND OPPORTUNITY MASTER FUND L LP By: Starboard Value L LP, its general partner STARBOARD P FUND LP By: Starboard Value P GP LLC, its general partner | | STARBOARD VALUE P GP LLC By: Starboard Value R LP, its member STARBOARD VALUE L LP By: Starboard Value R GP LLC, its general partner STARBOARD X MASTER FUND LTD By: Starboard Value LP, its investment manager 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 SVAC SPONSOR LLC SVAC MANAGER 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 Peter A. Feld |
| /s/ Martin D. McNulty, Jr. |
| MARTIN D. MCNULTY, JR. |
SCHEDULE B
Schedule of Acquisitions Occurring in Connection with the Consummation of the Business Combination
Forward Purchase Shares
| Starboard Client | Amount Acquired | Amount Paid | |
| Starboard Value and Opportunity C LP | 621,053 | 5,900,003.50 | |
| Starboard Value LP Account | 1,778,947 | 16,899,996.50 | |
| Starboard Value and Opportunity Master Fund Ltd | 6,042,104 | 57,399,998.00 | |
| Starboard Value and Opportunity S LLC | 1,042,105 | 9,899,997.50 | |
| Starboard Value and Opportunity Master Fund L LP | 484,211 | 4,600,004.50 | |
| Starboard X Master Fund Ltd | 557,895 | 5,300,002.50 | |
Private Placement Shares
| Starboard Client | Amount Acquired | Amount Paid | |
| Starboard Value and Opportunity C LP | 354,000 | 3,540,000.00 | |
| Starboard Value LP Account | 924,000 | 9,240,000.00 | |
| Starboard Value and Opportunity Master Fund Ltd | 3,186,000 | 31,860,000.00 | |
| Starboard Value and Opportunity S LLC | 600,000 | 6,000,000.00 | |
| Starboard Value and Opportunity Master Fund L LP | 282,000 | 2,820,000.00 | |
| Starboard X Master Fund Ltd | 654,000 | 6,540,000.00 | |
Forward Purchase Warrants
| Starboard Client | Amount Acquired |
| Starboard Value and Opportunity C LP | 109,375 |
| Starboard Value LP Account | 313,294 |
| Starboard Value and Opportunity Master Fund Ltd | 1,064,090 |
| Starboard Value and Opportunity S LLC | 183,527 |
| Starboard Value and Opportunity Master Fund L LP | 85,275 |
| Starboard X Master Fund Ltd | 98,252 |
Optional Shares
| Starboard Client | Amount Acquired |
| Starboard Value and Opportunity C LP | 217,500 |
| Starboard Value LP Account | 513,750 |
| Starboard Value and Opportunity Master Fund Ltd | 2,092,500 |
| Starboard Value and Opportunity S LLC | 363,750 |
| Starboard Value and Opportunity Master Fund L LP | 150,000 |
| Starboard X Master Fund Ltd | 412,500 |