Jeffrey C Smith Form 4 ACACIA RESEARCH / Peter A Feld ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Starboard Principal Co LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACACIA RESEARCH CORP [ ACTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 2

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	03/01/2023		M⁽⁹⁾		8,110,216	A	$5.25	10,813,620	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	03/01/2023		M⁽⁹⁾		1,500,000	A	$5.25	2,000,000	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	03/01/2023		M⁽⁹⁾		2,550,000	A	$5.25	3,400,000	I	By Managed Account of Starboard Value LP⁽⁵⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	03/01/2023		M⁽⁹⁾		870,000	A	$5.25	1,160,000	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	03/01/2023		M⁽⁹⁾		825,000	A	$5.25	1,100,000	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Common Stock, par value $0.001 per share⁽¹⁾⁽²⁾	03/01/2023		M⁽⁹⁾		1,144,784	A	$5.25	1,526,380	I	By Starboard X Master Fund Ltd⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$5.25	03/01/2023		M⁽⁹⁾			8,110,216	02/15/2023	03/01/2023	Common Stock, par value $0.001 per share	8,110,216	$0	0	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Subscription Rights (right to buy)	$5.25	03/01/2023		M⁽⁹⁾			1,500,000	02/15/2023	03/01/2023	Common Stock, par value $0.001 per share	1,500,000	$0	0	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Subscription Rights (right to buy)	$5.25	03/01/2023		M⁽⁹⁾			2,550,000	02/15/2023	03/01/2023	Common Stock, par value $0.001 per share	2,550,000	$0	0	I	By Managed Account of Starboard Value LP⁽⁵⁾
Subscription Rights (right to buy)	$5.25	03/01/2023		M⁽⁹⁾			870,000	02/15/2023	03/01/2023	Common Stock, par value $0.001 per share	870,000	$0	0	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Subscription Rights (right to buy)	$5.25	03/01/2023		M⁽⁹⁾			825,000	02/15/2023	03/01/2023	Common Stock, par value $0.001 per share	825,000	$0	0	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Subscription Rights (right to buy)	$5.25	03/01/2023		M⁽⁹⁾			1,144,784	02/15/2023	03/01/2023	Common Stock, par value $0.001 per share	1,144,784	$0	0	I	By Starboard X Master Fund Ltd⁽⁸⁾
Series B Warrants	⁽¹⁰⁾⁽¹¹⁾	03/03/2023		D⁽¹⁰⁾⁽¹¹⁾			37,032,912	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock, par value $0.001 per share	37,032,912	⁽¹⁰⁾⁽¹¹⁾	17,035,140	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Series B Warrants	⁽¹⁰⁾⁽¹¹⁾	03/03/2023		D⁽¹⁰⁾⁽¹¹⁾			6,849,315	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock, par value $0.001 per share	6,849,315	⁽¹⁰⁾⁽¹¹⁾	3,150,685	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Series B Warrants	⁽¹⁰⁾⁽¹¹⁾	03/03/2023		D⁽¹⁰⁾⁽¹¹⁾			11,643,836	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock, par value $0.001 per share	11,643,836	⁽¹⁰⁾⁽¹¹⁾	5,356,164	I	By Managed Account of Starboard Value LP⁽⁵⁾
Series B Warrants	⁽¹⁰⁾⁽¹¹⁾	03/03/2023		D⁽¹⁰⁾⁽¹¹⁾			3,972,603	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock, par value $0.001 per share	3,972,603	⁽¹⁰⁾⁽¹¹⁾	1,827,397	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Series B Warrants	⁽¹⁰⁾⁽¹¹⁾	03/03/2023		D⁽¹⁰⁾⁽¹¹⁾			3,767,123	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock, par value $0.001 per share	3,767,123	⁽¹⁰⁾⁽¹¹⁾	1,732,877	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Series B Warrants	⁽¹⁰⁾⁽¹¹⁾	03/03/2023		D⁽¹⁰⁾⁽¹¹⁾			5,227,362	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock, par value $0.001 per share	5,227,362	⁽¹⁰⁾⁽¹¹⁾	2,404,586	I	By Starboard X Master Fund Ltd⁽⁸⁾
Series A Convertible Preferred Stock	$3.65							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	189,239		189,239	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Series A Convertible Preferred Stock	$3.65							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	35,000		35,000	I	By Managed Account of Starboard Value LP⁽⁵⁾
Series A Convertible Preferred Stock	$3.65							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	59,500		59,500	I	By Managed Account of Starboard Value LP⁽⁵⁾
Series A Convertible Preferred Stock	$3.65							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	20,300		20,300	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Series A Convertible Preferred Stock	$3.65							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	19,250		19,250	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Series A Convertible Preferred Stock	$3.65							⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.001 per share	26,711		26,711	I	By Starboard X Master Fund Ltd⁽⁸⁾

1. Name and Address of Reporting Person^*

Starboard Principal Co LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Principal Co GP LLC

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Feld Peter A

(Last)

(First)

(Middle)

201 E LAS OLAS BOULEVARD, SUITE 1000

(Street)

FORT LAUDERDALE

33301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Smith Jeffrey C

(Last)

(First)

(Middle)

201 E LAS OLAS BOULEVARD, SUITE 1000

(Street)

FORT LAUDERDALE

33301

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

2. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.

4. Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.

5. Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.

6. Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.

7. Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.

8. Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

9. Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Reporting Persons exercised subscription rights to purchase shares of the Issuer's Common Stock at $5.25 per share with an expiration date of March 1, 2023. The subscriptions rights were distributed to the Reporting Persons by the Issuer on a pro rata basis to the Issuer's other stockholders in a private rights offering running concurrently to the public rights offering contemplated under the Recapitalization Agreement (the "Public Rights Offering") which commenced on February 15, 2023. The transactions reported herein are exempt pursuant to Rule 16b-3.

10. The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants cancelled immediately following the completion of the Public Rights Offering, which closed on March 3, 2023.

11. The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

12. Pursuant to the Recapitalization Agreement, the Series A Convertible Preferred Stock reported herein will be converted into shares of Common Stock on or prior to July 14, 2023, subject to the receipt of stockholder approval at the Issuer's next annual meeting of stockholders for an amendment and restatement of the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, dated as of January 7, 2020, to remove a 4.89% "blocker" provision.

	Starboard Principal Co LP, By: /s/ Jeffrey C. Smith, Authorized Signatory	03/03/2023
	Starboard Principal Co GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory	03/03/2023
	Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact	03/03/2023
	By: /s/ Jeffrey C. Smith	03/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Jeffrey C Smith Form 4ACACIA RESEARCH / Peter A Feld ownership change