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Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0000921895-18-002357)

Filing Details

Accession Number:
0000921895-18-002357
Form Type:
13D Filing
Publication Date:
2018-08-15 19:30:31
Filed By:
Starboard Value LP
Company:
Gen Digital Inc. (NASDAQ:GEN)
Filing Date:
2018-08-16
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 36,000,796 36,000,796 36,000,796 36,000,796 5.8%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 12,993,328 12,993,328 36,000,796 12,993,328 2.1%
STARBOARD VALUE AND OPPORTUNITY S 1,689,748 1,689,748 36,000,796 1,689,748 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 967,113 967,113 5,534 967,113 Less than 1%
STARBOARD VALUE R 967,113 967,113 967,113 Less than 1%
STARBOARD VALUE R GP 967,113 967,113 967,113 Less than 1%
STARBOARD LEADERS TANGO 1,198,198 1,198,198 1,198,198 Less than 1%
STARBOARD LEADERS FUND 1,198,198 1,198,198 1,198,198 Less than 1%
STARBOARD LEADERS SELECT VI 1,604,333 1,604,333 1,604,333 Less than 1%
STARBOARD LEADERS SELECT VI GP 1,604,333 1,604,333 1,604,333 Less than 1%
STARBOARD VALUE A 2,802,531 2,802,531 2,802,531 Less than 1%
STARBOARD VALUE A GP 2,802,531 2,802,531 2,802,531 Less than 1%
STARBOARD VALUE GP 36,000,796 36,000,796 36,000,796 5.8%
STARBOARD PRINCIPAL CO 36,000,796 36,000,796 36,000,796 5.8%
STARBOARD PRINCIPAL CO GP 36,000,796 36,000,796 36,000,796 5.8%
JEFFREY C. SMITH 750 750 36,000,796 5.8%
MARK R. MITCHELL 14,200 14,200 36,000,796 5.8%
PETER A. FELD 75,000 75,000 36,000,796 5.8%
NORA M. DENZEL 750 Less than 1%
DALE L. FULLER 14,200 Less than 1%
RICHARD S. HILL 75,000 Less than 1%
MICHAEL G. STRACHAN 5,534 Less than 1%
Filing

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.  )1

Symantec Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

871503108

(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 6, 2018

(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
  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         36,000,796  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,000,796  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

2
  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         12,993,328  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          12,993,328  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        12,993,328*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

 

 

* Includes 8,783,095 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

3

 

  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         1,689,748  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,689,748  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,689,748*  
  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  

 

 

* Includes 930,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

4

 

  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         967,113  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          967,113  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        967,113*  
  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  

 

 

* Includes 530,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

5

 

  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         967,113  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          967,113  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        967,113*  
  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  

 

 

* Includes 530,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

  

6

 

  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         967,113  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          967,113  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        967,113*  
  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  

 

 

* Includes 530,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

7

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS TANGO 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         1,198,198  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,198,198  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,198,198  
  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  

  

8

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS FUND 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         1,198,198  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,198,198  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,198,198  
  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  

  

9

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS SELECT VI 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         1,604,333  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,604,333  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,604,333  
  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  

  

10

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS SELECT VI 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         1,604,333  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,604,333  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,604,333  
  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  

  

11

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A 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         2,802,531  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,802,531  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,802,531  
  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  

  

12

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A 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         2,802,531  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,802,531  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,802,531  
  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  

  

13

 

  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         36,000,796  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,000,796  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

14

 

  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         36,000,796  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,000,796  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

15

 

  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         36,000,796  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,000,796  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

16

 

  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         36,000,796  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          36,000,796  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

17

 

  1   NAME OF REPORTING PERSON  
         
        MARK R. MITCHELL  
  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         36,000,796  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          36,000,796  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

18

 

  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         36,000,796  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          36,000,796  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,000,796*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

 

* Includes 11,499,000 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

 

19

 

  1   NAME OF REPORTING PERSON  
         
        NORA M. DENZEL  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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, IRELAND  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         750  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          750  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        750  
  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  
         
        IN  

  

20

 

  1   NAME OF REPORTING PERSON  
         
        DALE L. FULLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         14,200  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          14,200  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        14,200  
  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  
         
        IN  

  

21

 

  1   NAME OF REPORTING PERSON  
         
        RICHARD S. HILL  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         75,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          75,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        75,000  
  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  
         
        IN  

  

22

 

  1   NAME OF REPORTING PERSON  
         
        MICHAEL G. STRACHAN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         5,534  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          5,534  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,534  
  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  
         
        IN  

  

23

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the common stock, $0.01 par value per share (the “Shares”), of Symantec Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 350 Ellis Street, Mountain View, California 94043.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
(vi)Starboard Leaders Tango LLC, a Delaware limited liability company (“Starboard Tango LLC”), with respect to the Shares directly and beneficially owned by it;
(vii)Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Tango LLC;
(viii)Starboard Leaders Select VI LP, a Delaware limited partnership (“Starboard Select VI LP”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Leaders Select VI GP LLC (“Starboard Select VI GP”), as the general partner of Starboard Select VI LP;
(x)Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Tango LLC and Starboard Select VI GP;
24

 

(xi)Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;
(xii)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Tango LLC, Starboard Select VI LP, Starboard Leaders Fund, and of certain managed accounts (the “Starboard Value LP Accounts”) and the manager of Starboard S LLC;
(xiii)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xiv)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xv)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xvi)Jeffrey C. 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;
(xvii)Mark R. Mitchell, 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;
(xviii)Peter A. 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 and as a nominee for the Board of Directors of the Issuer (the “Board”);
(xix)Nora M. Denzel, as a nominee for the Board;
(xx)Dale L. Fuller, as a nominee for the Board;
(xxi)Richard S. Hill, as a nominee for the Board; and
(xxii)Michael G. Strachan, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Tango LLC, Starboard Leaders Fund, Starboard Select VI LP, Starboard Select VI GP, Starboard A LP, Starboard A GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Ms. Denzel is 712 Sevilla Avenue, Coral Gables, FL 33134. The principal business address of Mr. Fuller is 5204 N Bennett Street, #402, Ruston, WA 98407. The principal business address of Mr. Hill is 1 Hughes Center Drive, Unit 1604, Las Vegas, NV 89169. The principal business address of Mr. Strachan is 315 Moseley Road, Hillsborough, CA 94010.

25

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard Tango LLC, and Starboard Select VI LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  The principal business of Starboard Leaders Fund is serving as a private investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Tango LLC, Starboard Select VI LP, Starboard Leaders Fund, and the Starboard Value LP Accounts and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co.  Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Starboard Select VI GP serves as the general partner of Starboard Select VI LP. Starboard A LP serves as the general partner of Starboard Leaders Fund and the managing member of Starboard Tango LLC and Starboard Select VI GP. Starboard A GP serves as the general partner of Starboard A LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Ms. Denzel is serving as a member of the Boards of Directors of Telefonaktiebolaget L.M. Ericsson, Advanced Micro Devices, Inc. and Talend S.A. The principal occupation of Mr. Fuller is serving on the Board of Directors of comScore, Inc. and as Chairman of the Board of Directors of MobiSocial, Inc. The principal occupation of Mr. Hill is serving as Chairman of the Boards of Directors of Marvell Technology Group Ltd. and Xperi Corporation and as a member of the Boards of Directors of Arrow Electronics, Inc. and Cabot Microelectronics Corporation. The principal occupation of Mr. Strachan is serving as a member of the Board of Directors of Marvell Technology Group Ltd.

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith, Mitchell, Feld, Fuller, Hill and Strachan and Ms. Denzel are citizens of the United States of America. Ms. Denzel is also a citizen of Ireland. The citizenship of the persons listed on Schedule A is set forth therein.

26
Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Tango LLC, Starboard Select VI LP, and held in the Starboard Value LP Accounts 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 4,210,233 Shares beneficially owned by Starboard V&O Fund is approximately $82,358,960, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 8,783,095 Shares by Starboard V&O Fund is approximately $179,586,565, excluding brokerage commissions. The aggregate purchase price of the 759,748 Shares beneficially owned by Starboard S LLC is approximately $15,205,642, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 930,000 Shares by Starboard S LLC is approximately $19,309,381, excluding brokerage commissions. The aggregate purchase price of the 437,113 Shares beneficially owned by Starboard C LP is approximately $8,748,225, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 530,000 Shares by Starboard C LP is approximately $11,004,271, excluding brokerage commissions. The aggregate purchase price of the 1,198,198 Shares beneficially owned by Starboard Tango LLC is approximately $25,120,011, excluding brokerage commissions. The aggregate purchase price of the 1,604,333 Shares beneficially owned by Starboard Select VI LP is approximately $32,683,782, excluding brokerage commissions. The aggregate purchase price of the 16,292,171 Shares held in the Starboard Value LP Accounts is approximately $318,299,911, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 1,255,905 Shares by Starboard Value LP through one of the Starboard Value LP Accounts is approximately $24,584,340, excluding brokerage commissions.

The Shares purchased by each of Ms. Denzel and Messrs. Fuller, Hill and Strachan were purchased with personal funds in the open market. The aggregate purchase price of the 750 Shares beneficially owned by Ms. Denzel is approximately $16,207, excluding brokerage commissions. The aggregate purchase price of the 14,200 Shares beneficially owned by Mr. Fuller is approximately $291,622, including brokerage commissions. The aggregate purchase price of the 75,000 Shares beneficially owned by Mr. Hill is approximately $1,566,919, excluding brokerage commissions. The aggregate purchase price of the 5,534 Shares beneficially owned by Mr. Strachan is approximately $109,549, excluding brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On July 5, 2018, Starboard V&O Fund delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of five highly qualified director candidates, including Nora M. Denzel, Peter A. Feld, Dale L. Fuller, Richard S. Hill and Michael G. Strachan (collectively, the “Nominees”), for election to the Board at the Issuer’s 2018 annual meeting of stockholders (the “Annual Meeting”). The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer, as evidenced by their bios below. The Reporting Persons hope to continue to engage in constructive dialogue with the Issuer’s management team and the Board regarding opportunities to unlock value at the Issuer, including changes to the composition of the Board.

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Nora M. Denzel has substantial expertise in technology and in particular in enterprise software, having held various executive management positions at Intuit Inc. (NASDAQ: INTU), a business and financial software company that develops and sells financial, accounting, and tax preparation software and related services, from 2008 to 2012, including as Senior Vice President of Big Data, Social Product Design and Marketing and Senior Vice President and General Manager of the QuickBooks® Employee Management Division. Ms. Denzel was also formerly interim Chief Executive Officer of Outerwall Inc. (formerly NASDAQ: OUTR), an automated retail solutions provider, from January 2015 to August 2015. She currently serves as a member of the Board of Directors of Telefonaktiebolaget L.M. Ericsson (NASDAQ: ERIC), a networking and telecommunications company, since April 2013. She has also served on the Boards of Directors of Advanced Micro Devices, Inc. (NASDAQ: AMD), a semiconductor company, since March 2014 and Talend S.A. (NASDAQ: TLND), a big data integration vendor, since July 2017. Previously, Ms. Denzel held several key senior executive level positions at Hewlett-Packard Company (formerly NYSE: HPQ), a technology software, services and hardware provider, from 2000 to 2006, including as Senior Vice President and General Manager, Enterprise Software Global Business Unit from 2002 to 2006 and Vice President and General Manager, Storage Business Unit from 2000 to 2002. From 1997 to 2000, Ms. Denzel served as Senior Vice President, Product Operations, at Legato Systems Inc., a data storage management software company. From 1984 to 1997, she held various software engineering, marketing and executive management positions at IBM Corporation (NYSE: IBM), a technology services, enterprise software and systems provider, most recently as Director, Global Storage Software from 1995 to 1997. Ms. Denzel also previously served as a director of Overland Storage, Inc., a provider of data management and protection products and services, from 2007 to February 2013 and Saba Software, Inc., a provider of learning and talent management solutions software and services, from 2011 to February 2015. Ms. Denzel currently serves as a Trustee of AnitaB.org, a non-profit organization dedicated to attracting and retaining women in technology, since 2008, and as a director of the Northern California Chapter of the National Association of Corporate Directors, a non-profit organization that aims to elevate board performance by providing board education, research, and a network of directors, since January 2015. In January 2018 she was awarded a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Ms. Denzel is also widely recognized for her talent and support for women in technology, including having been named one of the top 25 women engineers in 2012 by Business Insider, one of the 10 leading women in tech in 2012 by CIO Magazine, and one of the top 20 CMOs by ExecRanks in 2012. She has been named “one of the most powerful people in computer networking” by Network World and “one of the top 20 movers and shakers in the storage industry” by Storage Magazine. She holds a master of business administration degree from Santa Clara University and a bachelor of science degree in computer science from the State University of New York College at Plattsburgh.

Peter A. Feld is a Managing Member and Head of Research of Starboard Value LP and has significant expertise serving as a shareholder representative on numerous technology company boards that have created substantial value for shareholders. He has substantial experience in corporate finance, best-in-class corporate governance, and a deep understanding of capital markets. From November 2008 to April 2011, Mr. Feld served as a Managing Director of Ramius LLC and a Portfolio Manager of Ramius Value and Opportunity Master Fund Ltd. From February 2007 to November 2008, he served as a director at Ramius LLC. He previously served as a member of the Board of Directors of each of Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, networking and connectivity semiconductor solutions, from May 2016 to June 2018, The Brink’s Company (NYSE: BCO), a global leader in security-related services, from January 2016 to November 2017, Insperity, Inc. (NYSE: NSP), an industry-leading HR services provider, from March 2015 to June 2017, Darden Restaurants, Inc. (NYSE: DRI), a full-service restaurant company, from October 2014 to September 2015, Tessera Technologies, Inc. (formerly NASDAQ: TSRA) (n/k/a Xperi Corporation), a leading product and technology licensing company, from June 2013 to April 2014, Integrated Device Technology, Inc. (NASDAQ: IDTI), a company that designs, develops, manufactures and markets a range of semiconductor solutions for the advanced communications, computing and consumer industries, from June 2012 to February 2014, Unwired Planet, Inc. (formerly NASDAQ: UPIP) (n/k/a Great Elm Capital Group, Inc.), an intellectual property company that focused exclusively on the mobile industry, from July 2011 to March 2014 and as Chairman from September 2011 to July 2013, and SeaChange International, Inc. (NASDAQ: SEAC), a leading global multi-screen video software company, from December 2010 to January 2013. Mr. Feld received a BA in Economics from Tufts University.

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Dale L. Fuller has substantial expertise in the technology industry, and directly applicable experience in the cybersecurity market in particular, having served as a senior executive and director of numerous companies, including McAfee, Inc. (formerly NYSE: MFE), an American global computer security software company, where he served as interim President and Chief Executive Officer from October 2006 through April 2007 and as a member of its Board of Directors from January 2006 to July 2007. Mr. Fuller also previously served as Chairman of the Supervisory Board of AVG Technologies N.V. (formerly NYSE: AVG), a global leader in mobile security, PC optimization, Internet security and privacy software (“AVG”), from March 2009 to October 2016, having initially joined AVG’s Board in November 2008. He currently serves on the Board of Directors of comScore, Inc. (NASDAQ: SCOR), a media measurement and analytics company, since March 2018 and as Chairman of the Board of Directors of MobiSocial, Inc., a Stanford-based technology startup, since January 2013. He previously served as a member of the Board of Directors of Quantum Corporation (NYSE: QTM), a leading expert in scale-out storage, archive and data protection, providing solutions for capturing, sharing and preserving digital assets over the entire data lifecycle, from September 2014 to March 2017. Prior to that, he served as President and Chief Executive Officer of MokaFive (n/k/a moka5, Inc.), a venture-backed private company, from 2008 to January 2013. In addition, Mr. Fuller previously served on the Board of Directors of Zoran Corporation, a multinational digital technology company, from March 2011 until its merger with CSR plc (formerly NASDAQ: CSRE) in August 2011, and as Chairman of the Board of Directors of Webgistix Corporation, a global leader in e-commerce fulfillment, from October 2008 through January 2013 until its sale to Rakuten. Prior to that, Mr. Fuller served as a director of Phoenix Technologies, Ltd. (formerly NASDAQ: PTEC), a BIOS software company, from November 2009 until its merger with Pharaoh Acquisition LLC in November 2010. Mr. Fuller also previously served on the Boards of Directors of Guidance Software, Inc. (formerly NASDAQ: GUID), Krugle, Inc. and Quest Aircraft Company, LLC. Mr. Fuller served as President and Chief Executive Officer of Borland Software Corporation, from 1999 until 2005. Mr. Fuller also served as President and Chief Executive Officer of WhoWhere? Corporation, which was later acquired by Lycos, Inc. As a start-up company CEO, Mr. Fuller led the expansion of several domain sites, including Angelfire.com and MailCity.com. In addition, he previously held various senior executive positions at Apple Computer, NEC, Motorola, and Texas Instruments. Mr. Fuller holds an honorary doctorate from St. Petersburg State University and a B.S. from Pacific College.

Richard S. Hill has substantial expertise as a senior executive and director of technology hardware and software businesses, including in the semiconductor and enterprise software markets. Mr. Hill served as the Chief Executive Officer and a member of the Board of Directors of Novellus Systems Inc. (“Novellus”), a designer, manufacturer, and marketer of semiconductor equipment used in fabricating integrated circuits, until its acquisition by Lam Research Corporation (NASDAQ: LRCX) in June 2012. While at Novellus, he also served as the Chairman of the Board of Directors since 1996. Mr. Hill currently serves as Chairman of the Board of Directors of Marvell Technology Group Ltd. (NASDAQ: MRVL), a producer of storage, communications and consumer semiconductor products, since May 2016. He has also has served as a member of the Board of Directors of Xperi Corporation (f/k/a Tessera Technologies)(NASDAQ: XPER), which develops, invests in, licenses and delivers innovative miniaturization technologies and products for next-generation electronic devices (“Xperi”), since August 2012 and as its Chairman since March 2013. Mr. Hill previously served as Xperi’s Interim Chief Executive Officer from April 15, 2013 until May 29, 2013. Mr. Hill has also served as a member of the Boards of Directors of Arrow Electronics, Inc. (NYSE: ARW), a global provider of products and services to industrial and commercial users of electronic components and enterprise computing, since 2006 and Cabot Microelectronics Corporation (NASDAQ: CCMP), a leading global supplier of chemical mechanical planarization (CMP) slurries and a growing CMP pad supplier to the semiconductor industry, since June 2012. He previously served as a director of Autodesk, Inc. (NASDAQ: ADSK), a leader in 3D design, engineering and entertainment software, from March 2016 until June 2018 and Planar Systems, Inc. (formerly NASDAQ: PLNR), a company involved in the Digital Signage Business, from June 2013 until the company was sold to Leyard, Inc., a Chinese corporation, in December of 2015. Mr. Hill also previously served as a member of the Boards of Directors of Yahoo! Inc. (formerly NASDAQ: YHOO) (n/k/a Altaba Inc.), a web services provider, from April 2016 until its core business was sold to Verizon Communications Inc. in June 2017, LSI Corporation (formerly NASDAQ: LSI), a provider of semiconductors and software to accelerate storage and networking in datacenters, mobile networks and client computing, from 2007 until its acquisition by Avago Technologies in May 2014 and SemiLEDs Corporation (NASDAQ: LEDS), a manufacturer of ultra-high brightness LED chips, from September 2010 to February 2012. Before joining Novellus in 1993, Mr. Hill spent 12 years with Tektronix, Inc., a leading designer and manufacturer of test and measurement devices such as oscilloscopes and logic analyzers (“Tektronix”). Mr. Hill rose through the ranks of the corporation holding various positions, including as President of Tektronix Development Company, General Manager of the Integrated Circuits Facility, Executive Vice President of Test and Measurement, and finishing his time as the President of the Tektronix Component Businesses. Before joining Tektronix, Mr. Hill worked in a variety of engineering and management positions with General Electric Company (NYSE: GE), Motorola Solutions Inc. (NYSE: MSI) and Hughes Aircraft Company. Mr. Hill received a B.S. in Bioengineering from the University of Illinois in Chicago and an M.B.A. from Syracuse University.

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Michael G. Strachan has significant expertise in finance and accounting and as a director of technology companies. He currently serves as a member of the Board of Directors of Marvell Technology Group Ltd. (NASDAQ: MRVL), a producer of storage, communications and consumer semiconductor products, since May 2016, where he serves as Chairman of the Audit Committee. Previously, he served on the Board of Directors of LSI Corporation (formerly NASDAQ: LSI), a designer of semiconductors and software that accelerates storage and networking in datacenters, mobile networks and client computing, from March 2009 until its acquisition by Avago Technologies in May 2014. While at LSI Corporation, he served as Chairman of the Audit Committee. Mr. Strachan retired from Ernst & Young LLP, a multinational professional services firm, in December 2008 after serving in various roles at the firm since 1976. From July 2007 until December 2008, he was a member of Ernst & Young’s America’s Executive Board, which oversaw the firm’s strategic initiatives in North and South America. From July 2006 to December 2008, he was a member of Ernst & Young’s U.S. Executive Board, which oversaw partnership matters in the U.S. for the firm. From July 2000 through December 2008, he was Vice Chairman and Area Managing Partner for Ernst & Young offices between San Jose, California and Seattle, Washington, and was responsible for oversight of the firm’s operations in that area. Mr. Strachan holds a B.S. in Accounting from Northern Illinois University.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

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Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 621,538,648 Shares outstanding, as of January 26, 2018, 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 2, 2018.

A.Starboard V&O Fund
(a)As of the close of business on August 15, 2018, Starboard V&O Fund beneficially owned 12,993,328 Shares, including 8,783,095 Shares underlying certain forward purchase contracts.

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 12,993,328
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 12,993,328
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 B and are incorporated herein by reference.
B.Starboard S LLC
(a)As of the close of business on August 15, 2018, Starboard S LLC beneficially owned 1,689,748 Shares, including 930,000 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,689,748
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,689,748
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 B and are incorporated herein by reference.
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C.Starboard C LP
(a)As of the close of business on August 15, 2018, Starboard C LP beneficially owned 967,113 Shares, including 530,000 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 967,113
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 967,113
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 B and are 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 967,113 Shares owned by Starboard C LP, including 530,000 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 967,113
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 967,113
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 transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Starboard R GP
(a)Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 967,113 Shares owned by Starboard C LP, including 530,000 Shares underlying certain forward purchase contracts.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 967,113
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 967,113
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 Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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F.Starboard Tango LLC
(a)As of the close of business on August 15, 2018, Starboard Tango LLC beneficially owned 1,198,198 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,198,198
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,198,198
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Tango LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.Starboard Leaders Fund
(a)Starboard Leaders Fund, as a member of Starboard Tango LLC, may be deemed the beneficial owner of the 1,198,198 Shares owned by Starboard Tango LLC.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,198,198
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,198,198
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Tango LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H.Starboard Select VI LP
(a)As of the close of business on August 15, 2018, Starboard Select VI LP beneficially owned 1,604,333 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,604,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,604,333
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Select VI LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Select VI GP
(a)Starboard Select VI GP, as the general partner of Starboard Select VI LP, may be deemed the beneficial owner of the 1,604,333 Shares owned by Starboard Select VI LP.

Percentage: Less than 1%

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(b)1. Sole power to vote or direct vote: 1,604,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,604,333
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Select VI GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Select VI LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Starboard A LP
(a)Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Tango LLC and Starboard Select VI GP, may be deemed the beneficial owner of the (i) 1,198,198 Shares owned by Starboard Tango LLC and (ii) 1,604,333 Shares owned by Starboard Select VI LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 2,802,531
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,802,531
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Tango LLC and Starboard Select VI LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
K.Starboard A GP
(a)Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the (i) 1,198,198 Shares owned by Starboard Tango LLC and (ii) 1,604,333 Shares owned by Starboard Select VI LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 2,802,531
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,802,531
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Tango LLC and Starboard Select VI LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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L.Starboard Value LP
(a)As of the close of business on August 15, 2018, 17,548,076 Shares were held in the Starboard Value LP Accounts, including 1,255,905 Shares underlying certain forward purchase contracts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Tango LLC, Starboard Select VI LP, and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 12,993,328 Shares owned by Starboard V&O Fund, (ii) 1,689,748 Shares owned by Starboard S LLC, (iii) 967,113 Shares owned by Starboard C LP, (iv) 1,198,198 Shares owned by Starboard Tango LLC, (v) 1,604,333 Shares owned by Starboard Select VI LP, and (vi) 17,548,076 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.8%

(b)1. Sole power to vote or direct vote: 36,000,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,000,796
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, Starboard C LP, Starboard Tango LLC, and Starboard Select VI LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
M.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 12,993,328 Shares owned by Starboard V&O Fund, (ii) 1,689,748 Shares owned by Starboard S LLC, (iii) 967,113 Shares owned by Starboard C LP, (iv) 1,198,198 Shares owned by Starboard Tango LLC, (v) 1,604,333 Shares owned by Starboard Select VI LP, and (vi) 17,548,076 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.8%

(b)1. Sole power to vote or direct vote: 36,000,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,000,796
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 Tango LLC, and Starboard Select VI LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
N.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 12,993,328 Shares owned by Starboard V&O Fund, (ii) 1,689,748 Shares owned by Starboard S LLC, (iii) 967,113 Shares owned by Starboard C LP, (iv) 1,198,198 Shares owned by Starboard Tango LLC, (v) 1,604,333 Shares owned by Starboard Select VI LP, and (vi) 17,548,076 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.8%

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(b)1. Sole power to vote or direct vote: 36,000,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,000,796
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 Tango LLC, and Starboard Select VI LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
O.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 12,993,328 Shares owned by Starboard V&O Fund, (ii) 1,689,748 Shares owned by Starboard S LLC, (iii) 967,113 Shares owned by Starboard C LP, (iv) 1,198,198 Shares owned by Starboard Tango LLC, (v) 1,604,333 Shares owned by Starboard Select VI LP, and (vi) 17,548,076 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.8%

(b)1. Sole power to vote or direct vote: 36,000,796
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,000,796
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 Tango LLC, and Starboard Select VI LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
P.Messrs. Smith, Mitchell and Feld
(a)Each of Messrs. Smith, 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) 12,993,328 Shares owned by Starboard V&O Fund, (ii) 1,689,748 Shares owned by Starboard S LLC, (iii) 967,113 Shares owned by Starboard C LP, (iv) 1,198,198 Shares owned by Starboard Tango LLC, (v) 1,604,333 Shares owned by Starboard Select VI LP, and (vi) 17,548,076 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.8%

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(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 36,000,796
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 36,000,796

 

(c)None of Messrs. Smith, 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, Starboard Tango LLC, and Starboard Select VI LP and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
Q.Ms. Denzel
(a)As of the close of business on August 15, 2018, Ms. Denzel beneficially owned 750 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 750
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 750
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Ms. Denzel during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
R.Mr. Fuller
(a)As of the close of business on August 15, 2018, Mr. Fuller beneficially owned 14,200 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 14,200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 14,200
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Mr. Fuller during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
S.Mr. Hill
(a)As of the close of business on August 15, 2018, Mr. Hill beneficially owned 75,000 Shares, which includes Shares held in certain trusts of which he is sole trustee.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 75,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 75,000
4. Shared power to dispose or direct the disposition: 0

 

37

 

(c)The transactions in the Shares by Mr. Hill during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
T.Mr. Strachan
(a)As of the close of business on August 15, 2018, Mr. Strachan beneficially owned 5,534 Shares, which are held in a certain trust of which he is co-trustee with his wife.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,534
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,534

 

(c)The transactions in the Shares by Mr. Strachan during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

As of the close of business on August 15, 2018, the Reporting Persons collectively beneficially owned an aggregate of 36,096,280 Shares, including 11,499,000 Shares underlying certain forward purchase contracts, constituting approximately 5.8% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(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)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 15, 2018, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Tango LLC, Starboard Select VI LP and Starboard Value LP agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to letter agreements, Starboard V&O Fund and its affiliates have agreed to indemnify each of Ms. Denzel and Messrs. Fuller, Hill and Strachan against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

38

Pursuant to letter agreements, Starboard V&O Fund has agreed to compensate Ms. Denzel and Messrs. Fuller, Hill and Strachan for being named as and serving as Nominees for election as directors of the Issuer (the “Compensation Letter Agreements”). Under the Compensation Letter Agreements, Starboard V&O Fund has agreed to pay each of Ms. Denzel and Messrs. Fuller, Hill and Strachan (i) $25,000 in cash upon submission of the Nomination Letter to the Issuer and (ii) $25,000 in cash upon the filing of a definitive proxy statement with the Securities and Exchange Commission by Starboard Value LP or its affiliates relating to the Solicitation.

Pursuant to the Compensation Letter Agreements, each of Ms. Denzel and Messrs. Fuller, Hill and Strachan agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Ms. Denzel and Messrs. Fuller, Hill and Strachan shall determine but in any event no later than fourteen (14) days after receipt of such compensation, subject to Starboard’s right to waive the requirement to purchase the Nominee Shares. Each of Ms. Denzel and Messrs. Fuller, Hill and Strachan agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard V&O Fund’s withdrawal of its nomination of such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer enters into a business combination with a third party, each of Ms. Denzel and Messrs. Fuller, Hill and Strachan may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through one of the Starboard Value LP Accounts entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 8,783,095, 930,000, 530,000 and 1,255,905 shares of Common Stock, respectively (the “Forward Contracts”). Each of the Forward Contracts has a final valuation date of December 4, 2019, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP has the ability to elect early settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contracts provide for physical settlement. Until the settlement date, none of the Forward Contracts give Starboard V&O Fund, Starboard S LLC, Starboard C LP or Starboard Value LP voting or dispositive control over the Shares to which such contracts relate.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing and Solicitation Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Leaders Tango LLC, Starboard Leaders Fund LP, Starboard Leaders Select VI LP, Starboard Leaders Select VI GP LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, Nora M. Denzel, Dale L. Fuller, Richard S. Hill and Michael G. Strachan, dated August 15, 2018.
39

 

99.2Form of Indemnification Letter Agreement.
99.3Form of Compensation Letter Agreement.
99.4Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011; Power of Attorney for Nora M. Denzel, dated July 2, 2018; and Powers of Attorney for Dale L. Fuller, Richard S. Hill and Michael G. Strachan, dated July 5, 2018.
40

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 15, 2018

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 LEADERS TANGO LLC

By: Starboard Value A LP,

its managing member

 

Starboard Leaders Fund LP

By: Starboard Value A LP,

its general partner

 

Starboard Leaders Select VI LP

By: Starboard Leaders Select VI GP LLC,

its general partner

 

 

  

STARBOARD VALUE A LP

By: Starboard Value A 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 A GP LLC

 

Starboard Value R GP LLC

 

Starboard Leaders Select VI 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, Nora M. Denzel, Dale L. Fuller, Richard S. Hill and Michael G. Strachan

 

41

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity 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
       

Mark R. Mitchell

Director*

      
       

Don Seymour

Director

 Managing Director of dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

 

 Cayman Islands

 

 

* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

 

 

 

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

Purchase of Forward Contract 72,895 21.0184 06/19/2018
Purchase of Common Stock 182,000 20.4260 06/25/2018
Purchase of Common Stock 182,000 20.4260 06/25/2018
Purchase of Common Stock 127,400 20.4570 06/25/2018
Purchase of Common Stock 127,400 20.4570 06/25/2018
Sale of Common Stock (364,000) 20.3881 06/26/2018
Sale of Common Stock (364,000) 20.3881 06/26/2018
Purchase of Forward Contract 728,000 20.3976 06/26/2018
Purchase of Common Stock 54,600 20.4163 06/26/2018
Purchase of Common Stock 54,600 20.4163 06/26/2018
Sale of Common Stock (91,000) 20.0436 06/27/2018
Sale of Common Stock (91,000) 20.0436 06/27/2018
Sale of Common Stock (91,000) 20.0442 06/27/2018
Sale of Common Stock (91,000) 20.0442 06/27/2018
Purchase of Forward Contract 364,000 20.0551 06/27/2018
Purchase of Common Stock 127,400 20.1292 06/27/2018
Purchase of Common Stock 127,400 20.1292 06/27/2018
Purchase of Common Stock 91,000 20.1382 06/27/2018
Purchase of Common Stock 91,000 20.1382 06/27/2018
Purchase of Common Stock 327,600 20.1419 06/27/2018
Purchase of Common Stock 327,600 20.1419 06/27/2018
Purchase of Common Stock 72,800 20.0985 06/28/2018
Purchase of Common Stock 72,800 20.0985 06/28/2018
Purchase of Common Stock 211,120 20.1309 06/28/2018
Purchase of Common Stock 211,120 20.1309 06/28/2018
Purchase of Common Stock 152,880 20.1707 06/28/2018
Purchase of Common Stock 152,880 20.1707 06/28/2018
Sale of Common Stock (364,000) 20.1820 06/28/2018
Sale of Common Stock (364,000) 20.1820 06/28/2018
Purchase of Forward Contract 1,164,800 20.2301 06/28/2018
Sale of Common Stock (218,400) 20.2777 06/28/2018
Sale of Common Stock (218,400) 20.2777 06/28/2018
Sale of Common Stock (218,400) 20.5313 06/29/2018
Sale of Common Stock (218,400) 20.5313 06/29/2018
Purchase of Forward Contract 436,800 20.5774 06/29/2018
Purchase of Forward Contract 1,456,000 20.5774 06/29/2018

 

 

 

Purchase of Common Stock 8,034 20.5000 07/02/2018
Purchase of Common Stock 8,034 20.5000 07/02/2018
Purchase of Common Stock 144,600 20.7150 07/02/2018
Purchase of Common Stock 144,600 20.7150 07/02/2018
Purchase of Common Stock 389,616 20.7229 07/02/2018
Purchase of Common Stock 389,616 20.7229 07/02/2018
Purchase of Common Stock 180,750 20.9248 07/03/2018
Purchase of Common Stock 180,750 20.9248 07/03/2018
Purchase of Common Stock 501,950 21.6203 07/12/2018
Purchase of Common Stock 55,772 21.8317 07/12/2018
Purchase of Common Stock 2,453 21.5950 07/13/2018
Purchase of Common Stock 4,626 21.6000 07/13/2018
Purchase of Common Stock 2,619 21.6000 07/13/2018
Purchase of Common Stock 8,204 21.5000 07/16/2018
Purchase of Common Stock 27,533 21.5809 07/16/2018
Purchase of Common Stock 25,048 21.5903 07/16/2018
Purchase of Common Stock 145,510 20.6579 07/27/2018
Purchase of Common Stock 515,512 20.6899 07/27/2018
Purchase of Common Stock 177,838 20.8148 07/27/2018
Purchase of Common Stock 42,825 20.5388 07/30/2018
Purchase of Common Stock 409 20.2414 08/01/2018
Purchase of Common Stock 4,086 20.2780 08/01/2018
Purchase of Common Stock 334 20.4150 08/01/2018
Purchase of Common Stock 20,260 20.4232 08/01/2018
Purchase of Common Stock 6,690 20.4460 08/01/2018
Purchase of Common Stock 15,962 18.5782 08/02/2018
Purchase of Common Stock 7,546 18.6397 08/02/2018
Purchase of Common Stock 9,656 20.6198 08/02/2018
Purchase of Common Stock 29,645 20.6333 08/02/2018
Purchase of Common Stock 23,175 20.7208 08/02/2018
Purchase of Common Stock 18,347 20.8095 08/02/2018
Purchase of Common Stock 290 20.8435 08/02/2018
Purchase of Common Stock 407,079 18.0669 08/03/2018
Purchase of Common Stock 148,932 18.0823 08/03/2018
Purchase of Common Stock 290,591 18.2932 08/03/2018
Sale of Common Stock (1,000,000) 18.8160 08/03/2018
Purchase of Forward Contract 1,500,000 18.9120 08/03/2018
Purchase of Common Stock 63,341 18.9690 08/03/2018
Purchase of Common Stock 673,613 18.9728 08/03/2018
Purchase of Common Stock 5,047 18.9760 08/03/2018
Sale of Common Stock (500,000) 18.9773 08/03/2018
Purchase of Common Stock 71,462 19.2281 08/06/2018
Purchase of Common Stock 273,342 19.3003 08/06/2018
Purchase of Common Stock 226,891 19.3804 08/06/2018
Purchase of Common Stock 114,339 19.4498 08/06/2018
Purchase of Common Stock 161,085 19.5109 08/07/2018
Purchase of Common Stock 181,221 19.6061 08/07/2018

 

 

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Purchase of Forward Contract 9,300 21.0184 06/19/2018
Purchase of Common Stock 46,500 20.4260 06/25/2018
Purchase of Common Stock 32,550 20.4570 06/25/2018
Sale of Common Stock (93,000) 20.3881 06/26/2018
Purchase of Forward Contract 93,000 20.3976 06/26/2018
Purchase of Common Stock 13,950 20.4163 06/26/2018
Sale of Common Stock (23,250) 20.0436 06/27/2018
Sale of Common Stock (23,250) 20.0442 06/27/2018
Purchase of Forward Contract 46,500 20.0551 06/27/2018
Purchase of Common Stock 32,550 20.1292 06/27/2018
Purchase of Common Stock 23,250 20.1382 06/27/2018
Purchase of Common Stock 83,700 20.1419 06/27/2018
Purchase of Common Stock 18,600 20.0985 06/28/2018
Purchase of Common Stock 53,940 20.1309 06/28/2018
Purchase of Common Stock 39,060 20.1707 06/28/2018
Sale of Common Stock (93,000) 20.1820 06/28/2018
Purchase of Forward Contract 148,800 20.2301 06/28/2018
Sale of Common Stock (55,800) 20.2777 06/28/2018
Sale of Common Stock (55,800) 20.5313 06/29/2018
Purchase of Forward Contract 55,800 20.5774 06/29/2018
Purchase of Forward Contract 186,000 20.5774 06/29/2018
Purchase of Common Stock 2,112 20.5000 07/02/2018
Purchase of Common Stock 38,000 20.7150 07/02/2018
Purchase of Common Stock 102,388 20.7229 07/02/2018
Purchase of Common Stock 47,500 20.9248 07/03/2018
Purchase of Common Stock 65,955 21.6203 07/12/2018
Purchase of Common Stock 7,328 21.8317 07/12/2018
Purchase of Common Stock 322 21.5950 07/13/2018
Purchase of Common Stock 608 21.6000 07/13/2018
Purchase of Common Stock 344 21.6000 07/13/2018
Purchase of Common Stock 1,078 21.5000 07/16/2018
Purchase of Common Stock 3,618 21.5809 07/16/2018
Purchase of Common Stock 3,291 21.5903 07/16/2018
Purchase of Common Stock 5,884 21.5411 07/17/2018
Purchase of Common Stock 3,086 21.5538 07/17/2018
Purchase of Common Stock 156 21.5218 07/18/2018
Purchase of Common Stock 7,258 21.5592 07/18/2018
Purchase of Common Stock 2,341 21.5750 07/18/2018
Purchase of Common Stock 19,120 20.6579 07/27/2018
Purchase of Common Stock 67,737 20.6899 07/27/2018
Purchase of Common Stock 23,367 20.8148 07/27/2018
Purchase of Common Stock 10,829 20.5388 07/30/2018
Purchase of Common Stock 53 20.2414 08/01/2018

 

 

 

Purchase of Common Stock 531 20.2780 08/01/2018
Purchase of Common Stock 43 20.4150 08/01/2018
Purchase of Common Stock 2,634 20.4232 08/01/2018
Purchase of Common Stock 870 20.4460 08/01/2018
Purchase of Common Stock 2,075 18.5782 08/02/2018
Purchase of Common Stock 981 18.6397 08/02/2018
Purchase of Common Stock 52,926 18.0669 08/03/2018
Purchase of Common Stock 19,363 18.0823 08/03/2018
Purchase of Common Stock 37,781 18.2932 08/03/2018
Purchase of Common Stock 8,235 18.9690 08/03/2018
Purchase of Common Stock 87,579 18.9728 08/03/2018
Purchase of Common Stock 656 18.9760 08/03/2018
Purchase of Common Stock 9,291 19.2281 08/06/2018
Purchase of Common Stock 35,538 19.3003 08/06/2018
Purchase of Common Stock 29,499 19.3804 08/06/2018
Purchase of Common Stock 14,866 19.4498 08/06/2018
Purchase of Common Stock 20,944 19.5109 08/07/2018
Purchase of Common Stock 23,561 19.6061 08/07/2018

 

STARBOARD VALUE AND OPPORTUNITY C LP

 

Purchase of Forward Contract 5,300 21.0184 06/19/2018
Purchase of Common Stock 26,500 20.4260 06/25/2018
Purchase of Common Stock 18,550 20.4570 06/25/2018
Sale of Common Stock (53,000) 20.3881 06/26/2018
Purchase of Forward Contract 53,000 20.3976 06/26/2018
Purchase of Common Stock 7,950 20.4163 06/26/2018
Sale of Common Stock (13,250) 20.0436 06/27/2018
Sale of Common Stock (13,250) 20.0442 06/27/2018
Purchase of Forward Contract 26,500 20.0551 06/27/2018
Purchase of Common Stock 18,550 20.1292 06/27/2018
Purchase of Common Stock 13,250 20.1382 06/27/2018
Purchase of Common Stock 47,700 20.1419 06/27/2018
Purchase of Common Stock 10,600 20.0985 06/28/2018
Purchase of Common Stock 30,740 20.1309 06/28/2018
Purchase of Common Stock 22,260 20.1707 06/28/2018
Sale of Common Stock (53,000) 20.1820 06/28/2018
Purchase of Forward Contract 84,800 20.2301 06/28/2018
Sale of Common Stock (31,800) 20.2777 06/28/2018
Sale of Common Stock (31,800) 20.5313 06/29/2018
Purchase of Forward Contract 31,800 20.5774 06/29/2018
Purchase of Forward Contract 106,000 20.5774 06/29/2018
Purchase of Common Stock 1,200 20.5000 07/02/2018
Purchase of Common Stock 21,600 20.7150 07/02/2018

 

 

 

Purchase of Common Stock 58,200 20.7229 07/02/2018
Purchase of Common Stock 27,000 20.9248 07/03/2018
Purchase of Common Stock 37,490 21.6203 07/12/2018
Purchase of Common Stock 4,166 21.8317 07/12/2018
Purchase of Common Stock 183 21.5950 07/13/2018
Purchase of Common Stock 345 21.6000 07/13/2018
Purchase of Common Stock 196 21.6000 07/13/2018
Purchase of Common Stock 613 21.5000 07/16/2018
Purchase of Common Stock 2,057 21.5809 07/16/2018
Purchase of Common Stock 1,871 21.5903 07/16/2018
Purchase of Common Stock 3,345 21.5411 07/17/2018
Purchase of Common Stock 1,754 21.5538 07/17/2018
Purchase of Common Stock 89 21.5218 07/18/2018
Purchase of Common Stock 4,136 21.5592 07/18/2018
Purchase of Common Stock 1,334 21.5750 07/18/2018
Purchase of Common Stock 10,868 20.6579 07/27/2018
Purchase of Common Stock 38,503 20.6899 07/27/2018
Purchase of Common Stock 13,283 20.8148 07/27/2018
Purchase of Common Stock 6,155 20.5388 07/30/2018
Purchase of Common Stock 31 20.2414 08/01/2018
Purchase of Common Stock 305 20.2780 08/01/2018
Purchase of Common Stock 25 20.4150 08/01/2018
Purchase of Common Stock 1,513 20.4232 08/01/2018
Purchase of Common Stock 500 20.4460 08/01/2018
Purchase of Common Stock 1,192 18.5782 08/02/2018
Purchase of Common Stock 564 18.6397 08/02/2018
Purchase of Common Stock 374 20.6198 08/02/2018
Purchase of Common Stock 1,147 20.6333 08/02/2018
Purchase of Common Stock 897 20.7208 08/02/2018
Purchase of Common Stock 710 20.8095 08/02/2018
Purchase of Common Stock 11 20.8435 08/02/2018
Purchase of Common Stock 30,404 18.0669 08/03/2018
Purchase of Common Stock 11,124 18.0823 08/03/2018
Purchase of Common Stock 21,704 18.2932 08/03/2018
Purchase of Common Stock 4,731 18.9690 08/03/2018
Purchase of Common Stock 50,311 18.9728 08/03/2018
Purchase of Common Stock 377 18.9760 08/03/2018
Purchase of Common Stock 5,337 19.2281 08/06/2018
Purchase of Common Stock 20,415 19.3003 08/06/2018
Purchase of Common Stock 16,946 19.3804 08/06/2018
Purchase of Common Stock 8,540 19.4498 08/06/2018
Purchase of Common Stock 12,031 19.5109 08/07/2018
Purchase of Common Stock 13,536 19.6061 08/07/2018

 

STARBOARD LEADERS TANGO LLC

 

Purchase of Common Stock 205,740 21.6203 07/12/2018
Purchase of Common Stock 22,860 21.8317 07/12/2018
Purchase of Common Stock 1,005 21.5950 07/13/2018
Purchase of Common Stock 1,896 21.6000 07/13/2018

 

 

 

Purchase of Common Stock 1,074 21.6000 07/13/2018
Purchase of Common Stock 3,363 21.5000 07/16/2018
Purchase of Common Stock 11,285 21.5809 07/16/2018
Purchase of Common Stock 10,267 21.5903 07/16/2018
Purchase of Common Stock 187,842 21.5411 07/17/2018
Purchase of Common Stock 98,502 21.5538 07/17/2018
Purchase of Common Stock 4,336 21.5218 07/18/2018
Purchase of Common Stock 201,600 21.5592 07/18/2018
Purchase of Common Stock 65,033 21.5750 07/18/2018
Purchase of Common Stock 390 20.6579 07/27/2018
Purchase of Common Stock 25,195 20.6579 07/27/2018
Purchase of Common Stock 1,383 20.6899 07/27/2018
Purchase of Common Stock 89,262 20.6899 07/27/2018
Purchase of Common Stock 477 20.8148 07/27/2018
Purchase of Common Stock 30,793 20.8148 07/27/2018
Purchase of Common Stock 200 20.5388 07/30/2018
Purchase of Common Stock 13,620 20.5388 07/30/2018
Purchase of Common Stock 14 20.2414 08/01/2018
Purchase of Common Stock 2 20.2780 08/01/2018
Purchase of Common Stock 137 20.2780 08/01/2018
Purchase of Common Stock 11 20.4150 08/01/2018
Purchase of Common Stock 8 20.4232 08/01/2018
Purchase of Common Stock 677 20.4232 08/01/2018
Purchase of Common Stock 3 20.4460 08/01/2018
Purchase of Common Stock 223 20.4460 08/01/2018
Purchase of Common Stock 969 18.5782 08/02/2018
Purchase of Common Stock 183 18.5782 08/02/2018
Purchase of Common Stock 458 18.6397 08/02/2018
Purchase of Common Stock 86 18.6397 08/02/2018
Purchase of Common Stock 1 20.6198 08/02/2018
Purchase of Common Stock 67 20.6198 08/02/2018
Purchase of Common Stock 2 20.6333 08/02/2018
Purchase of Common Stock 207 20.6333 08/02/2018
Purchase of Common Stock 2 20.7208 08/02/2018
Purchase of Common Stock 161 20.7208 08/02/2018
Purchase of Common Stock 1 20.8095 08/02/2018
Purchase of Common Stock 129 20.8095 08/02/2018
Purchase of Common Stock 2 20.8435 08/02/2018
Purchase of Common Stock 5,200 18.0669 08/03/2018
Purchase of Common Stock 27,586 18.0669 08/03/2018
Purchase of Common Stock 10,092 18.0823 08/03/2018
Purchase of Common Stock 1,902 18.0823 08/03/2018
Purchase of Common Stock 19,692 18.2932 08/03/2018
Purchase of Common Stock 3,712 18.2932 08/03/2018
Purchase of Common Stock 4,292 18.9690 08/03/2018
Purchase of Common Stock 809 18.9690 08/03/2018
Purchase of Common Stock 45,647 18.9728 08/03/2018
Purchase of Common Stock 8,605 18.9728 08/03/2018
Purchase of Common Stock 342 18.9760 08/03/2018
Purchase of Common Stock 64 18.9760 08/03/2018

 

 

 

Purchase of Common Stock 5,587 19.2281 08/06/2018
Purchase of Common Stock 1,053 19.2281 08/06/2018
Purchase of Common Stock 21,370 19.3003 08/06/2018
Purchase of Common Stock 4,028 19.3003 08/06/2018
Purchase of Common Stock 17,739 19.3804 08/06/2018
Purchase of Common Stock 3,344 19.3804 08/06/2018
Purchase of Common Stock 8,939 19.4498 08/06/2018
Purchase of Common Stock 1,685 19.4498 08/06/2018
Purchase of Common Stock 10,708 19.5109 08/07/2018
Purchase of Common Stock 2,019 19.5109 08/07/2018
Purchase of Common Stock 12,046 19.6061 08/07/2018
Purchase of Common Stock 2,271 19.6061 08/07/2018

 

Starboard Leaders Select VI LP

 

Purchase of Common Stock 206,809 20.6579 07/27/2018
Purchase of Common Stock 732,684 20.6899 07/27/2018
Purchase of Common Stock 252,757 20.8148 07/27/2018
Purchase of Common Stock 111,780 20.5388 07/30/2018
Purchase of Common Stock 112 20.2414 08/01/2018
Purchase of Common Stock 1,118 20.2780 08/01/2018
Purchase of Common Stock 91 20.4150 08/01/2018
Purchase of Common Stock 5,546 20.4232 08/01/2018
Purchase of Common Stock 1,831 20.4460 08/01/2018
Purchase of Common Stock 1,499 18.5782 08/02/2018
Purchase of Common Stock 709 18.6397 08/02/2018
Purchase of Common Stock 552 20.6198 08/02/2018
Purchase of Common Stock 1,695 20.6333 08/02/2018
Purchase of Common Stock 1,325 20.7208 08/02/2018
Purchase of Common Stock 1,049 20.8095 08/02/2018
Purchase of Common Stock 16 20.8435 08/02/2018
Purchase of Common Stock 42,682 18.0669 08/03/2018
Purchase of Common Stock 15,615 18.0823 08/03/2018
Purchase of Common Stock 30,468 18.2932 08/03/2018
Purchase of Common Stock 6,643 18.9690 08/03/2018
Purchase of Common Stock 70,628 18.9728 08/03/2018
Purchase of Common Stock 529 18.9760 08/03/2018
Purchase of Common Stock 8,645 19.2281 08/06/2018
Purchase of Common Stock 33,066 19.3003 08/06/2018
Purchase of Common Stock 27,447 19.3804 08/06/2018
Purchase of Common Stock 13,831 19.4498 08/06/2018
Purchase of Common Stock 16,568 19.5109 08/07/2018
Purchase of Common Stock 18,638 19.6061 08/07/2018

 

STARBOARD VALUE LP

(Through the Starboard Value LP Accounts)

 

Purchase of Forward Contract 12,505 21.0184 06/19/2018
Purchase of Common Stock 63,000 20.4260 06/25/2018

 

 

 

Purchase of Common Stock 44,100 20.4570 06/25/2018
Sale of Common Stock (126,000) 20.3881 06/26/2018
Purchase of Forward Contract 126,000 20.3976 06/26/2018
Purchase of Common Stock 18,900 20.4163 06/26/2018
Sale of Common Stock (31,500) 20.0436 06/27/2018
Sale of Common Stock (31,500) 20.0442 06/27/2018
Purchase of Forward Contract 63,000 20.0551 06/27/2018
Purchase of Common Stock 44,100 20.1292 06/27/2018
Purchase of Common Stock 31,500 20.1382 06/27/2018
Purchase of Common Stock 113,400 20.1419 06/27/2018
Purchase of Common Stock 25,200 20.0985 06/28/2018
Purchase of Common Stock 73,080 20.1309 06/28/2018
Purchase of Common Stock 52,920 20.1707 06/28/2018
Sale of Common Stock (126,000) 20.1820 06/28/2018
Purchase of Forward Contract 201,600 20.2301 06/28/2018
Sale of Common Stock (75,600) 20.2777 06/28/2018
Sale of Common Stock (75,600) 20.5313 06/29/2018
Purchase of Forward Contract 75,600 20.5774 06/29/2018
Purchase of Forward Contract 252,000 20.5774 06/29/2018
Purchase of Common Stock 2,845 20.5000 07/02/2018
Purchase of Common Stock 51,200 20.7150 07/02/2018
Purchase of Common Stock 137,955 20.7229 07/02/2018
Purchase of Common Stock 64,000 20.9248 07/03/2018
Purchase of Common Stock 88,865 21.6203 07/12/2018
Purchase of Common Stock 9,874 21.8317 07/12/2018
Purchase of Common Stock 434 21.5950 07/13/2018
Purchase of Common Stock 819 21.6000 07/13/2018
Purchase of Common Stock 464 21.6000 07/13/2018
Purchase of Common Stock 1,452 21.5000 07/16/2018
Purchase of Common Stock 4,874 21.5809 07/16/2018
Purchase of Common Stock 4,435 21.5903 07/16/2018
Purchase of Common Stock 7,929 21.5411 07/17/2018
Purchase of Common Stock 4,158 21.5538 07/17/2018
Purchase of Common Stock 419 21.5218 07/18/2018
Purchase of Common Stock 19,506 21.5592 07/18/2018
Purchase of Common Stock 6,292 21.5750 07/18/2018
Purchase of Common Stock 25,761 20.6579 07/27/2018
Purchase of Common Stock 91,266 20.6899 07/27/2018
Purchase of Common Stock 31,485 20.8148 07/27/2018
Purchase of Common Stock 14,591 20.5388 07/30/2018
Purchase of Common Stock 73 20.2414 08/01/2018
Purchase of Common Stock 48,233 20.2414 08/01/2018
Purchase of Common Stock 729 20.2780 08/01/2018
Purchase of Common Stock 481,653 20.2780 08/01/2018
Purchase of Common Stock 60 20.4150 08/01/2018

 

 

 

Purchase of Common Stock 39,336 20.4150 08/01/2018
Purchase of Common Stock 3,615 20.4232 08/01/2018
Purchase of Common Stock 2,388,361 20.4232 08/01/2018
Purchase of Common Stock 1,194 20.4460 08/01/2018
Purchase of Common Stock 788,689 20.4460 08/01/2018
Purchase of Common Stock 2,848 18.5782 08/02/2018
Purchase of Common Stock 49,569 18.5782 08/02/2018
Purchase of Common Stock 1,346 18.6397 08/02/2018
Purchase of Common Stock 23,432 18.6397 08/02/2018
Purchase of Common Stock 1,723 20.6198 08/02/2018
Purchase of Common Stock 237,627 20.6198 08/02/2018
Purchase of Common Stock 5,289 20.6333 08/02/2018
Purchase of Common Stock 729,515 20.6333 08/02/2018
Purchase of Common Stock 4,135 20.7208 08/02/2018
Purchase of Common Stock 570,305 20.7208 08/02/2018
Purchase of Common Stock 3,273 20.8095 08/02/2018
Purchase of Common Stock 451,491 20.8095 08/02/2018
Purchase of Common Stock 52 20.8435 08/02/2018
Purchase of Common Stock 7,129 20.8435 08/02/2018
Purchase of Common Stock 72,633 18.0669 08/03/2018
Purchase of Common Stock 1,411,490 18.0669 08/03/2018
Purchase of Common Stock 26,573 18.0823 08/03/2018
Purchase of Common Stock 516,399 18.0823 08/03/2018
Purchase of Common Stock 51,848 18.2932 08/03/2018
Purchase of Common Stock 1,007,582 18.2932 08/03/2018
Purchase of Common Stock 11,301 18.9690 08/03/2018
Purchase of Common Stock 219,628 18.9690 08/03/2018
Purchase of Common Stock 120,188 18.9728 08/03/2018
Purchase of Common Stock 2,335,655 18.9728 08/03/2018
Purchase of Common Stock 901 18.9760 08/03/2018
Purchase of Common Stock 17,500 18.9760 08/03/2018
Purchase of Common Stock 12,751 19.2281 08/06/2018
Purchase of Common Stock 285,874 19.2281 08/06/2018
Purchase of Common Stock 48,771 19.3003 08/06/2018
Purchase of Common Stock 1,093,470 19.3003 08/06/2018
Purchase of Common Stock 40,483 19.3804 08/06/2018
Purchase of Common Stock 907,651 19.3804 08/06/2018
Purchase of Common Stock 20,401 19.4498 08/06/2018
Purchase of Common Stock 457,399 19.4498 08/06/2018
Purchase of Common Stock 28,741 19.5109 08/07/2018
Purchase of Common Stock 547,904 19.5109 08/07/2018
Purchase of Common Stock 32,334 19.6061 08/07/2018
Purchase of Common Stock 616,393 19.6061 08/07/2018

 

Nora M. Denzel

 

Purchase of Common Stock 750 21.6092 07/16/2018

 

 

 

Dale L. Fuller

 

Purchase of Common Stock 4,000 20.2300 06/27/2018
Purchase of Common Stock 10,000 20.6900 06/29/2018

 

RICHARD S. HILL

 

Purchase of Common Stock 9,800 21.5792 07/13/2018
Purchase of Common Stock 15,200 21.5893 07/13/2018
Purchase of Common Stock 2,000 21.5865 07/13/2018
Purchase of Common Stock 1,215 21.5991 07/13/2018
Purchase of Common Stock 1,785 21.6300 07/13/2018
Purchase of Common Stock 5,000 21.6360 07/13/2018
Purchase of Common Stock 5,000 21.6180 07/13/2018
Purchase of Common Stock 5,000 21.6500 07/13/2018
Purchase of Common Stock 5,000 21.6480 07/13/2018
Purchase of Common Stock 25,000 19.4600 08/07/2018

 

Michael G. Strachan

 

Purchase of Common Stock 921 21.5865 07/13/2018
Purchase of Common Stock 4,613 19.4380 08/07/2018