CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value LP
|
|||||||||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
|||||||||||||
3
|
SEC USE ONLY
|
|||||||||||||
4
|
SOURCE OF FUNDS*
OO
|
|||||||||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
|||||||||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128(1)(2(3)
|
||||||||||
|
8
|
|
SHARED VOTING POWER
0
|
|||||||||||
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128(1)(2)(3)
|
|||||||||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||||||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)(3)
|
|||||||||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
|||||||||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
|||||||||||||
14
|
TYPE OF REPORTING PERSON*
PN
|
|||||||||||||
(1)
|
Includes 1,853,813 shares of Class A common stock, par value $0.0001 per share (“Shares”) issuable upon exercise of Forward Purchase Warrants (as defined in Item 4 below).
|
|||||||||||||
(2)
|
Includes 3,750,000 Optional Shares (as defined in Item 4 below).
|
|||||||||||||
(3)
|
Includes Shares, Shares underlying Forward Purchase Warrants and Shares eligible to be received under the Optional Share Purchase Agreement held by a managed account.
|
|||||||||||||
CUSIP No. 23284C 102
|
|
13D
|
|
|
||||||||
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity Master Fund Ltd
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
12,384,694 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
12,384,694 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,384,694 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
7.3%
|
||||||
14
|
TYPE OF REPORTING PERSON*
CO
|
(1)
|
Includes 1,064,090 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 2,092,500 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity S LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
2,189,382 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
2,189,382 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,189,382 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
1.3%
|
||||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 183,527 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 363,750 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity C LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,301,928 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
1,301,928 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,301,928 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
14
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Includes 109,375 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 217,500 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value R LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,301,928 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
1,301,928 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,301,928 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
14
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Includes 109,375 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 217,500 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value R GP LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
2,303,414 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
2,303,414 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,303,414 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
1.4%
|
||||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 194,500 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 367,500 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value and Opportunity Master Fund L LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,001,486 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
1,001,486 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,486 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
14
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Includes 85,275 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 150,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value L LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,001,486 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
1,001,486 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,486 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
14
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Includes 85,275 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 150,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard X Master Fund Ltd
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,722,647 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
1,722,647 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,647 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
1.0%
|
||||||
14
|
TYPE OF REPORTING PERSON*
CO
|
(1)
|
Includes 98,252 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 412,500 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Value GP LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 3,750,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Principal Co LP
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
14
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 3,750,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Starboard Principal Co GP LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
22,130,128 (1)(2)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
22,130,128 (1)(2)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 3,750,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Jeffrey C. Smith
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|||
|
8
|
|
SHARED VOTING POWER
22,130,128 (1)(2)
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
22,130,128 (1)(2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
14
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 3,750,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Peter A. Feld
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|||
|
8
|
|
SHARED VOTING POWER
22,130,128 (1)(2)
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
22,130,128 (1)(2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,130,128 (1)(2)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
12.9%
|
||||||
14
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Includes 1,853,813 Shares issuable upon exercise of Forward Purchase Warrants.
|
(2)
|
Includes 3,750,000 Optional Shares.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
SVAC Sponsor LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
16,203,840 (1)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
16,203,840 (1)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,203,840 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
9.4%
|
||||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 6,723,127 Shares issuable upon exercise of the Private Placement Warrants (as defined in Item 4 below).
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
SVAC Manager LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
16,203,840 (1)
|
|||
|
8
|
|
SHARED VOTING POWER
0
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
16,203,840 (1)
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,203,840 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
9.4%
|
||||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Includes 6,723,127 Shares issuable upon exercise of the Private Placement Warrants.
|
CUSIP No. 23284C 102
|
|
13D
|
|
|
1
|
NAME OF REPORTING PERSONS
Martin D. McNulty, Jr.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) ◻
|
||||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS*
OO
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
◻
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|||
|
8
|
|
SHARED VOTING POWER
505,150
|
||||
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
||||
|
10
|
|
SHARED DISPOSITIVE POWER
505,150
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,150
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
◻
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
Less than 1%
|
||||||
14
|
TYPE OF REPORTING PERSON*
IN
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
(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 and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
|
|
(vi)
|
Starboard Value L LP (“Starboard L LP”), as the general partner of Starboard L Master;
|
|
(vii)
|
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L LP;
|
|
(viii)
|
Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
|
|
(ix)
|
Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager
of Starboard S LLC;
|
|
(x)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
|
|
(xi)
|
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
|
|
(xii) |
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
|
|
(xiii) |
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;
|
(xiv)
|
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;
|
|
(xv)
|
Martin D. McNulty, Jr., as a managing director of Starboard Value;
|
|
(xvi) |
SVAC Sponsor LLC, a Delaware limited liability company, as sponsor to the Issuer before the Business Combination; and
|
|
(xvii) |
SVAC Manager LLC, a Delaware limited liability company, as manager of the Sponsor.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
A.
|
Starboard V&O Fund
|
||
(a)
|
As of the close of business on August 9, 2021, Starboard V&O Fund beneficially owned 12,384,694 Shares.
|
||
Percentage: 7.3%
|
|||
(b)
|
1. Sole power to vote or direct vote: 12,384,694
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 12,384,694 4. Shared power to dispose or direct the disposition: 0 |
||
B.
|
Starboard S LLC
|
||
(a)
|
As of the close of business on August 9, 2021, Starboard S LLC beneficially owned 2,189,382 Shares.
|
||
Percentage: 1.3%
|
|||
(b)
|
1. Sole power to vote or direct vote: 2,189,382
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,189,382 4. Shared power to dispose or direct the disposition: 0 |
||
C.
|
Starboard C LP
|
||
(a)
|
As of the close of business on August 9, 2021, Starboard C LP beneficially owned 1,301,928 Shares.
|
||
Percentage: Less than 1%
|
|||
(b)
|
1. Sole power to vote or direct vote: 1,301,928
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,301,928 4. Shared power to dispose or direct the disposition: 0 |
||
D.
|
Starboard L Master
|
||
(a)
|
As of the close of business on August 9, 2021, Starboard L Master beneficially owned 1,001,486 Shares.
|
||
Percentage: Less than 1%
|
|||
(b)
|
1. Sole power to vote or direct vote: 1,001,486
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,001,486 4. Shared power to dispose or direct the disposition: 0 |
||
E.
|
Starboard L LP
|
||
(a)
|
Starboard L LP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 1,001,486 Shares owned by Starboard L Master.
|
||
Percentage: Less than 1%
|
|||
(b)
|
1. Sole power to vote or direct vote: 1,001,486
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,001,486 4. Shared power to dispose or direct the disposition: 0 |
F.
|
Starboard R LP
|
||
(a)
|
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 1,301,928 Shares beneficially owned by Starboard C LP..
|
||
Percentage: Less than 1%
|
|||
(b)
|
1. Sole power to vote or direct vote: 1,301,928
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,301,928 4. Shared power to dispose or direct the disposition: 0 |
||
G.
|
Starboard R GP
|
||
(a)
|
Starboard R GP, as the general partner of Starboard R LP and Starboard L LP, may be deemed the beneficial owner of the (i) 1,301,928 Shares owned by Starboard C LP and (ii) 1,001,486 Shares owned by Starboard L
Master.
|
||
Percentage: 1.4%
|
|||
(b)
|
1. Sole power to vote or direct vote: 2,303,414
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,303,414 4. Shared power to dispose or direct the disposition: 0 |
||
H.
|
Starboard X Master
|
||
(a)
|
As of the close of business on August 9, 2021, 2021, Starboard X Master beneficially owned 1,722,647 Shares.
|
||
Percentage: 1.0%
|
|||
(b)
|
1. Sole power to vote or direct vote: 1,722,647
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,722,647 4. Shared power to dispose or direct the disposition: 0 |
||
I.
|
Starboard Value LP
|
||
(a)
|
As of the close of business on August 9, 2021, Starboard Value LP may be deemed the beneficial owners of 22,130,128 Shares. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C
LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 12,384,694 Shares beneficially owned by Starboard V&O Fund, (ii) 2,189,382
Shares beneficially owned by Starboard S LLC, (iii) 1,301,928 Shares beneficially owned by Starboard C LP, (iv) 1,001,486 Shares owned by Starboard L Master, (v) 1,722,647 Shares owned by Starboard X Master and (vi) 3,529,991 Shares
through the Starboard Value LP Account.
|
||
Percentage: 12.9%
|
|||
(b)
|
1. Sole power to vote or direct vote: 22,130,128
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,130,128 4. Shared power to dispose or direct the disposition: 0 |
||
J.
|
Starboard Value GP
|
||
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of 22,130,128 Shares, comprised of the (i) 12,384,694 Shares beneficially owned by Starboard V&O Fund,
(ii) 2,189,382 Shares beneficially owned by Starboard S LLC, (iii) 1,301,928 Shares beneficially owned by Starboard C LP, (iv) 1,001,486 Shares owned by Starboard L Master, (v) 1,722,647 Shares owned by Starboard X Master and (vi)
3,529,991 Shares, through the Starboard Value LP Account.
|
||
Percentage: 12.9%
|
|||
(b)
|
1. Sole power to vote or direct vote: 22,130,128
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,130,128 4. Shared power to dispose or direct the disposition: 0 |
K.
|
Principal Co
|
||
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of 22,130,128 Shares, comprised of the (i) 12,384,694 Shares beneficially owned by Starboard V&O Fund, (ii) 2,189,382
Shares beneficially owned by Starboard S LLC, (iii) 1,301,928 Shares beneficially owned by Starboard C LP, (iv) 1,001,486 Shares owned by Starboard L Master, (v) 1,722,647 Shares owned by Starboard X Master and (vi) 3,529,991 Shares
through the Starboard Value LP Account.
|
||
Percentage: 12.9%
|
|||
(b)
|
1. Sole power to vote or direct vote: 22,130,128
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,130,128 4. Shared power to dispose or direct the disposition: 0 |
||
L.
|
Principal GP
|
||
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner 22,130,128 Shares, comprised of the ((i) 12,384,694 Shares beneficially owned by Starboard V&O Fund, (ii) 2,189,382
Shares beneficially owned by Starboard S LLC, (iii) 1,301,928 Shares beneficially owned by Starboard C LP, (iv) 1,001,486 Shares owned by Starboard L Master, (v) 1,722,647 Shares owned by Starboard X Master and (vi) 3,529,991 Shares
through the Starboard Value LP Account.
|
||
Percentage: 12.9%
|
|||
(b)
|
1. Sole power to vote or direct vote: 22,130,128
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,130,128 4. Shared power to dispose or direct the disposition: 0 |
||
M.
|
Mr. Smith
|
||
(a)
|
As of the close of business on August 9, 2021, Mr. Smith may be deemed the beneficial owner of 22,130,128 Shares. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of
Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 12,384,694 Shares beneficially owned by Starboard V&O Fund, (ii) 2,189,382 Shares beneficially owned by Starboard S LLC,
(iii) 1,301,928 Shares beneficially owned by Starboard C LP, (iv) 1,001,486 Shares owned by Starboard L Master, (v) 1,722,647 Shares owned by Starboard X Master and (vi) 3,529,991 Shares through the Starboard Value LP Account.
|
||
Percentage: 12.9%
|
|||
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 22,130,128 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 22,130,128 |
||
N.
|
Mr. Feld
|
||
(a)
|
As of the close of business on August 9, 2021, Mr. Feld may be deemed the beneficial owner of 22,130,128 Shares. Mr. 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) 12,384,694 Shares beneficially owned by Starboard V&O Fund, (ii) 2,189,382 Shares beneficially owned by Starboard S LLC,
(iii) 1,301,928 Shares beneficially owned by Starboard C LP, (iv) 1,001,486 Shares owned by Starboard L Master, (v) 1,722,647 Shares owned by Starboard X Master and (vi) 3,529,991 Shares through the Starboard Value LP Account.
|
||
Percentage: 12.9%
|
|||
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 22,130,128 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 22,130,128 |
O.
|
SVAC Sponsor LLC
|
||
(a)
|
As of the close of business on August 9, 2021, SVAC Sponsor LLC beneficially owned 16,203,840 Shares.
|
||
Percentage: 9.4%
|
|||
(b)
|
1. Sole power to vote or direct vote: 16,203,840
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 16,203,840 4. Shared power to dispose or direct the disposition: 0 Pursuant to the Stockholder’s Agreement, the Sponsor, SIS, the BC Stockholder and the Medina Stockholder may be deemed to be a group. If the Investor Parties were a group, such group would be deemed to own
122,303,840, or 70.8%.
|
P.
|
SVAC Manager LLC
|
||
(a)
|
SVAC Manager LLC, as the manager of the Sponsor, may be deemed the beneficial owner of the 16,203,840 Shares owned by the Sponsor.
|
||
Percentage: 9.4%
|
|||
(b)
|
1. Sole power to vote or direct vote: 16,203,840
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 16,203,840 4. Shared power to dispose or direct the disposition: 0 |
||
Q.
|
Mr. McNulty
|
||
(a)
|
Mr. McNulty is the beneficial owner of 505,150.
|
||
Percentage: 0.3%
|
|||
(b)
|
1. Sole power to vote or direct vote: 505,150
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 505,150 4. Shared power to dispose or direct the disposition: 0 The Reporting Persons may be deemed to be a group. If the Reporting Persons were a group, such group would beneficially own 38,839,118 Shares, or 21.8%.
If all of the Reporting Persons were deemed to be a group with the Investor Parties, such group would be deemed to own 144,939,118, or 81.3%, including the Private Placement Warrants.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material To Be Filed as Exhibit
|
|
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
By: Starboard Value L LP,
its general partner
STARBOARD P FUND LP
By: Starboard Value P GP LLC,
its general partner
|
|
STARBOARD VALUE P GP LLC
By: Starboard Value R LP,
its member
STARBOARD VALUE L LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD X MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
SVAC SPONSOR LLC
SVAC MANAGER LLC
|
|||
By:
|
/s/ Jeffrey C. Smith |
||||
|
Name: Jeffrey C. Smith |
||||
|
Title: Authorized Signatory |
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Peter A. Feld
|
/s/ Martin D. McNulty, Jr.
|
MARTIN D. MCNULTY, JR.
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
Patrick Agemian
Director |
Director of Global Funds Management, Ltd.
|
PO Box 10034, Buckingham Square
2nd Floor
720A West Bay Road
Grand Cayman
Cayman Islands, KY1-1001
|
Canada
|
Kenneth R. Marlin Director
|
Chief Financial Officer, Starboard Value LP
|
777 Third Avenue, 18th Floor
New York, New York 10017
|
United States of America
|
Alaina Danley
Director
|
Managing Director of Waystone Governance Ltd.
|
Waystone Governance Ltd.
Suite 5B201, 2nd Fl.
One Nexus Way
P.O. Box 2587
Grand Cayman
Cayman Islands, KY1-1103
|
Cayman Islands
|
Starboard Client
|
Amount Acquired
|
Amount Paid
|
|
Starboard Value and Opportunity C LP
|
621,053
|
5,900,003.50
|
|
Starboard Value LP Account
|
1,778,947
|
16,899,996.50
|
|
Starboard Value and Opportunity Master Fund Ltd
|
6,042,104
|
57,399,998.00
|
|
Starboard Value and Opportunity S LLC
|
1,042,105
|
9,899,997.50
|
|
Starboard Value and Opportunity Master Fund L LP
|
484,211
|
4,600,004.50
|
|
Starboard X Master Fund Ltd
|
557,895
|
5,300,002.50
|
Starboard Client
|
Amount Acquired
|
Amount Paid
|
|
Starboard Value and Opportunity C LP
|
354,000
|
3,540,000.00
|
|
Starboard Value LP Account
|
924,000
|
9,240,000.00
|
|
Starboard Value and Opportunity Master Fund Ltd
|
3,186,000
|
31,860,000.00
|
|
Starboard Value and Opportunity S LLC
|
600,000
|
6,000,000.00
|
|
Starboard Value and Opportunity Master Fund L LP
|
282,000
|
2,820,000.00
|
|
Starboard X Master Fund Ltd
|
654,000
|
6,540,000.00
|
Starboard Client
|
Amount Acquired
|
Starboard Value and Opportunity C LP
|
109,375
|
Starboard Value LP Account
|
313,294
|
Starboard Value and Opportunity Master Fund Ltd
|
1,064,090
|
Starboard Value and Opportunity S LLC
|
183,527
|
Starboard Value and Opportunity Master Fund L LP
|
85,275
|
Starboard X Master Fund Ltd
|
98,252
|
Starboard Client
|
Amount Acquired
|
Starboard Value and Opportunity C LP
|
217,500
|
Starboard Value LP Account
|
513,750
|
Starboard Value and Opportunity Master Fund Ltd
|
2,092,500
|
Starboard Value and Opportunity S LLC
|
363,750
|
Starboard Value and Opportunity Master Fund L LP
|
150,000
|
Starboard X Master Fund Ltd
|
412,500
|
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
By: Starboard Value L LP,
its general partner
STARBOARD P FUND LP
By: Starboard Value P GP LLC,
its general partner
|
|
STARBOARD VALUE P GP LLC
By: Starboard Value R LP,
its member
STARBOARD VALUE L LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD X MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE LP
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE R GP LLC
SVAC SPONSOR LLC
SVAC MANAGER LLC
|
|||
By: /s/ Jeffrey C. Smith
Name: Jeffrey C. Smith
Title: Authorized Signatory
|
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH
|
Individually and as attorney-in-fact for Peter A. Feld
|
/s/ Martin D. McNulty, Jr.
|
MARTIN D. MCNULTY, JR.
|
Date: January 11, 2021
|
|
|
|
|
|
/s/ Jeffrey C. Smith
|
|
Jeffrey C. Smith
|
|
/s/ Peter A. Feld
|
|
Peter A. Feld
|
|