Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

MEDNAX, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

58502B106

(CUSIP Number)

 

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 30, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							5,915,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							5,915,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,915,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.9%
	14		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							3,239,643
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							3,239,643
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				3,239,643
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.8%
	14		TYPE OF REPORTING PERSON
				CO

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

575,327

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

575,327

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

575,327

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

334,388

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

334,388

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

334,388

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

334,388

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

334,388

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

334,388

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

648,252

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

648,252

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

648,252

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

313,864

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

313,864

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

313,864

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

313,864

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

313,864

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

313,864

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

457,286

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

457,286

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

457,286

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

  

 

	1		NAME OF REPORTING PERSON
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							5,915,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							5,915,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,915,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.9%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							5,915,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							5,915,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,915,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.9%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							5,915,000
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							5,915,000
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,915,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.9%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				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
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,915,000
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,915,000
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,915,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.9%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				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
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,915,000
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,915,000
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,915,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				6.9%
	14		TYPE OF REPORTING PERSON
				IN

  

 

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

 

Item 2.

Identity and Background.

 

Item 2 is hereby amended to add the following:

 

The officers and directors of each of Starboard V&O Fund and Starboard X Master and their principal occupations, business addresses and citizenships are set forth on Schedule A and are incorporated by reference in this Item 2.

 

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, Starboard C LP, Starboard L Master 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 B, which is incorporated by reference herein.

 

The aggregate purchase price of the 3,239,643 Shares beneficially owned by Starboard V&O Fund is approximately $67,834,837, excluding brokerage commissions. The aggregate purchase price of the 575,327 Shares beneficially owned by Starboard S LLC is approximately $12,423,839, excluding brokerage commissions. The aggregate purchase price of the 334,388 Shares beneficially owned by Starboard C LP is approximately $7,210,055, excluding brokerage commissions. The aggregate purchase price of the 313,864 Shares beneficially owned by Starboard L Master is approximately $6,836,790, excluding brokerage commissions. The aggregate purchase price of the 457,286 Shares beneficially owned by Starboard X Master is approximately $7,683,465, excluding brokerage commissions. The aggregate purchase price of the 994,492 Shares held in the Starboard Value LP Account is approximately $22,269,610, excluding brokerage commissions.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

Starboard Value LP (together with its affiliates, “Starboard”) has undertaken the sales reported in this Amendment No. 4 to the Schedule 13D to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s stock price. Starboard intends to remain a large shareholder of the Issuer and Gavin T. Molinelli remains an observer to the Board of Directors of the Issuer.

 

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 based upon 86,306,731 Shares outstanding, as of July 30, 2021, 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 August 6, 2021.

 

 

A.

Starboard V&O Fund

 

(a)

As of the close of business on August 30, 2021, Starboard V&O Fund beneficially owned 3,239,643 Shares.

 

Percentage: Approximately 3.8%

 

(b)

1. Sole power to vote or direct vote: 3,239,643 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,239,643 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by Starboard V&O Fund during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

B.

Starboard S LLC

 

(a)

As of the close of business on August 30, 2021, Starboard S LLC beneficially owned 575,327 Shares.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 575,327 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 575,327 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by Starboard S LLC during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

C.

Starboard C LP

 

(a)

As of the close of business on August 30, 2021, Starboard C LP beneficially owned 334,388 Shares.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 334,388 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 334,388 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by Starboard C LP during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

D.

Starboard R LP

 

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 334,388 Shares owned by Starboard C LP.

 

Percentage: Less than 1%

 

 

(b)

1. Sole power to vote or direct vote: 334,388 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 334,388 4. Shared power to dispose or direct the disposition: 0

 

(c)

Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transaction in the Shares on behalf of Starboard C LP during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

E.

Starboard R GP

 

(a)

Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 334,388 shares owned by Starboard C LP and (ii) 313,864 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 648,252 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 648,252 4. Shared power to dispose or direct the disposition: 0

 

(c)

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 each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

F.

Starboard L Master

 

(a)

As of the close of business on August 30, 2021, Starboard L Master beneficially owned 313,864 Shares.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 313,864 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 313,864 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by Starboard L Master during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

G.

Starboard L GP

 

(a)

Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 313,864 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

 

(b)

1. Sole power to vote or direct vote: 313,864 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 313,864 4. Shared power to dispose or direct the disposition: 0

 

(c)

Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transaction in the Shares on behalf of Starboard L Master during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

H.

Starboard X Master

 

(a)

As of the close of business on August 30, 2021, Starboard X Master beneficially owned 457,286 Shares.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 457,286 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 457,286 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transaction in the Shares by Starboard X Master during the past sixty days is set forth in Schedule B and is incorporated herein by reference.

 

I.

Starboard Value LP

 

(a)

As of the close of business on August 30, 2021, 994,492 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,239,643 Shares owned by Starboard V&O Fund, (ii) 575,327 Shares owned by Starboard S LLC, (iii) 334,388 Shares owned by Starboard C LP, (iv) 313,864 Shares owned by Starboard L Master, (v) 457,286 Shares owned by Starboard X Master and (vi) 994,492 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.9%

 

(b)

1. Sole power to vote or direct vote: 5,915,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,915,000 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 Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

J.

Starboard Value GP

 

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,239,643 Shares owned by Starboard V&O Fund, (ii) 575,327 Shares owned by Starboard S LLC, (iii) 334,388 Shares owned by Starboard C LP, (iv) 313,864 Shares owned by Starboard L Master, (v) 457,286 Shares owned by Starboard X Master and (vi) 994,492 Shares held in the Starboard Value LP Account.

 

 

Percentage: Approximately 6.9%

 

(b)

1. Sole power to vote or direct vote: 5,915,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,915,000 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, Starboard L Master, Starboard X Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

K.

Principal Co

 

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,239,643 Shares owned by Starboard V&O Fund, (ii) 575,327 Shares owned by Starboard S LLC, (iii) 334,388 Shares owned by Starboard C LP, (iv) 313,864 Shares owned by Starboard L Master, (v) 457,286 Shares owned by Starboard X Master and (vi) 994,492 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.9%

 

(b)

1. Sole power to vote or direct vote: 5,915,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,915,000 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, Starboard L Master, Starboard X Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

L.

Principal GP

 

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,239,643 Shares owned by Starboard V&O Fund, (ii) 575,327 Shares owned by Starboard S LLC, (iii) 334,388 Shares owned by Starboard C LP, (iv) 313,864 Shares owned by Starboard L Master, (v) 457,286 Shares owned by Starboard X Master and (vi) 994,492 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.9%

 

(b)

1. Sole power to vote or direct vote: 5,915,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,915,000 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, Starboard L Master, Starboard X Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

M.

Messrs. Smith and Feld

 

(a)

Each of Messrs. Smith 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) 3,239,643 Shares owned by Starboard V&O Fund, (ii) 575,327 Shares owned by Starboard S LLC, (iii) 334,388 Shares owned by Starboard C LP, (iv) 313,864 Shares owned by Starboard L Master, (v) 457,286 Shares owned by Starboard X Master and (vi) 994,492 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.9%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,915,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,915,000

 

(c)

None of Messrs. Smith 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, Starboard L Master, Starboard X Master and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 31, 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 X MASTER FUND LTD By: Starboard Value LP, its investment 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 Value L 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 Peter A. Feld

 

 

SCHEDULE A

 

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Patrick Agemian Director		Director of Global Funds Management, Ltd.		PO Box 10034, Harbour Place 2nd Floor 103 South Church Street Grand Cayman Cayman Islands, KY1-1001		Canada
Kenneth R. Marlin  Director		Chief Financial Officer, Starboard Value LP		777 Third Avenue, 18th Floor New York, New York 10017		United States of America
Alaina Danley  Director		Managing Director of Waystone Governance Ltd.		Waystone Governance Ltd. Suite 5B201, 2nd Floor One Nexus Way P.O. Box 2587 Grand Cayman Cayman Islands, KY1-1103		Cayman Islands

 

 

SCHEDULE B

 

Transactions in the Shares During the Past Sixty Days

 

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Disposition of Common Stock	(166,007)1	16.2800	10/01/2020
Disposition of Common Stock	(161,403)1	24.5400	01/01/2021
Sale of Common Stock	(1,388,419)	32.5500	08/30/2021

 

STARBOARD VALUE AND OPPORTUNITY C LP

 

Sale of Common Stock

(143,309)

32.5500

08/30/2021

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Sale of Common Stock

(246,568)

32.5500

08/30/2021

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of Common Stock

(134,513)

32.5500

08/30/2021

 

STARBOARD X MASTER FUND LTD

 

Acquisition of Common Stock	166,0072	16.2800	10/01/2020
Acquisition of Common Stock	161,4032	24.5400	01/01/2021
Sale of Common Stock	(195,980)	32.5500	08/30/2021

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Sale of Common Stock

(426,211)

32.5500

08/30/2021

 

_____________________________

¹ Represents an internal transfer of Shares to Starboard X Master Fund Ltd.

² Represents an internal transfer of Shares from Starboard Value and Opportunity Master Fund Ltd.