SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2021 | 3. Issuer Name and Ticker or Trading Symbol Cyxtera Technologies, Inc. [ CYXT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock(1)(2) | 9,228,104 | I | By Starboard Value and Opportunity Master Fund Ltd(3) |
| Class A Common Stock(1)(2) | 1,642,105 | I | By Starboard Value and Opportunity S LLC(4) |
| Class A Common Stock(1)(2) | 2,702,947 | I | By Managed Account of Starboard Value LP(5) |
| Class A Common Stock(1)(2) | 975,053 | I | By Starboard Value and Opportunity C LP(6) |
| Class A Common Stock(1)(2) | 766,211 | I | By Starboard Value and Opportunity Master Fund L LP(7) |
| Class A Common Stock(1)(2) | 1,211,895 | I | By Starboard X Master Fund Ltd(8) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants(1)(2) | (9) | (9) | Class A common stock | 1,064,090 | (9) | I | By Starboard Value and Opportunity Master Fund Ltd(3) |
| Warrants(1)(2) | (9) | (9) | Class A common stock | 183,527 | (9) | I | By Starboard Value and Opportunity S LLC(4) |
| Warrants(1)(2) | (9) | (9) | Class A common stock | 313,294 | (9) | I | By Managed Account of Starboard Value LP(5) |
| Warrants(1)(2) | (9) | (9) | Class A common stock | 109,375 | (9) | I | By Starboard Value and Opportunity C LP(6) |
| Warrants(1)(2) | (9) | (9) | Class A common stock | 85,275 | (9) | I | By Starboard Value and Opportunity Master Fund L LP(7) |
| Warrants(1)(2) | (9) | (9) | Class A common stock | 98,252 | (9) | I | By Starboard X Master Fund Ltd(8) |
| Optional Shares(1)(2) | (10) | (10) | Class A common stock | 2,092,500 | (10) | I | By Starboard Value and Opportunity Master Fund Ltd(3) |
| Optional Shares(1)(2) | (10) | (10) | Class A common stock | 363,750 | (10) | I | By Starboard Value and Opportunity S LLC(2) |
| Optional Shares(1)(2) | (10) | (10) | Class A common stock | 513,750 | (10) | I | By Managed Account of Starboard Value LP(5) |
| Optional Shares(1)(2) | (10) | (10) | Class A common stock | 217,500 | (10) | I | By Starboard Value and Opportunity C LP(6) |
| Optional Shares(1)(2) | (10) | (10) | Class A common stock | 150,000 | (10) | I | By Starboard Value and Opportunity Master Fund L LP(7) |
| Optional Shares(1)(2) | (10) | (10) | Class A common stock | 412,500 | (10) | I | By Starboard X Master Fund Ltd(8) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 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 LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP, LLC ("Principal GP"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard Value L LP ("Starboard L LP"), Starboard X Master Fund Ltd ("Starboard X Master" and, together with Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and an account managed by Starboard Value LP, collectively the "Starboard Accounts") and Peter A. Feld (collectively, the "Reporting Persons"). Jeffrey C. Smith filed a Form 4 reporting these positions. |
| 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 first 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 Ordinary Shares. 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. The warrants will become exercisable 12 months from the closing of Starboard Value Acquisition Corp.'s initial public offering, which closed on September 14, 2020. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Each whole warrant will entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share (subject to adjustment). |
| 10. The option to purchase shares of Class A common stock at a price per share of $10.00 is exercisable by the Starboard Accounts at any time or from time to time during the six months following the day that is the first business day after the consummation of the business combination between Starboard Value Acquisition Corp. and Cyxtera Technologies, Inc., which was consummated on July 29, 2021. |
| Remarks: |
| Starboard V&O Fund, Starboard S LLC, the Starboard Value LP Account, Starboard C LP, Starboard L Master and Starboard X Master also own a partial pecuniary interest in SVAC Sponsor LLC. Jeffrey C. Smith is a Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP and is a director of the Issuer. By virtue of his service on the Board of Directors of the Issuer as a representative of Starboard Value LP, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person may be deemed to be a director by deputization of the Issuer. |
| Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| Starboard Value GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| Starboard Principal Co LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| Starboard Principal Co GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| Starboard Value R LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| STARBOARD VALUE & OPPORTUNITY S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| Starboard Value R GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| Starboard Value and Opportunity C LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 08/03/2021 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||