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
Staples, Inc.
(Name of Issuer)
Common Stock, $0.0006 par value per share
(Title of Class of Securities)
855030102
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
December 10, 2014
(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).
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 32,361,574 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 32,361,574 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 16,525,000 Shares underlying call options exercisable within 60 days hereof.
2
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 8,159,897 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 8,159,897 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,159,897* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% | ||
14 | TYPE OF REPORTING PERSON CO |
* Includes 2,359,600 Shares underlying call options exercisable within 60 days hereof.
3
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 1,830,838 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 1,830,838 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,830,838* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
4
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 997,292 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 997,292 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 997,292* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
5
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE R LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 997,292 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 997,292 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 997,292* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
6
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE R GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 997,292 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 997,292 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 997,292* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
7
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD LEADERS GOLF LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 18,699,777 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 18,699,777 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,699,777* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON OO |
8
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD LEADERS FUND LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 18,699,777 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 18,699,777 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,699,777* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON PN |
9
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE A LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 18,699,777 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 18,699,777 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,699,777* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON PN |
10
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE A GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 18,699,777 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 18,699,777 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,699,777* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON OO |
11
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD VALUE GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 32,361,574 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 32,361,574 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574 * | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON OO |
12
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 32,361,574 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 32,361,574 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 16,525,000 Shares underlying call options exercisable within 60 days hereof.
13
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 32,361,574 | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 32,361,574 | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON OO |
14
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON JEFFREY C. SMITH | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 32,361,574 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 32,361,574 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON IN |
15
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON MARK R. MITCHELL | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 32,361,574 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 32,361,574 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON IN |
16
CUSIP NO. 855030102
1 | NAME OF REPORTING PERSON PETER A. FELD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 32,361,574 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 32,361,574 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,361,574* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
14 | TYPE OF REPORTING PERSON IN |
17
CUSIP NO. 855030102
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, $0.0006 par value per share (the “Shares”), of Staples, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is Five Hundred Staples Drive, Framingham, MA 01702.
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 Leaders Golf LLC, a Delaware limited liability company (“Starboard Golf LLC”), with respect to the Shares directly and beneficially owned by it; |
(v) | Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Golf LLC; |
(vi) | Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Golf LLC and Starboard Leaders Fund and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC; |
(vii) | Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; |
(viii) | Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; |
(ix) | Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; |
(x) | Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Golf LLC; |
(xi) | Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP; |
18
CUSIP NO. 855030102
(xii) | Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP; |
(xiii) | Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP; |
(xiv) | 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; |
(xv) | 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; and |
(xvi) | 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. |
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 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 Golf LLC, Starboard Leaders Fund, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Starboard A LP, Starboard A GP, Starboard R LP, Starboard R 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.
(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 and Starboard Golf LLC 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 Golf LLC, Starboard Leaders Fund and the Starboard Value LP Account 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 A LP serves as the general partner of Starboard Leaders Fund and the managing member of Starboard Golf LLC. Starboard A GP serves as the general partner of Starboard A LP. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R 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.
19
CUSIP NO. 855030102
(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 and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
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 and Starboard Golf LLC and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 5,800,297 Shares beneficially owned by Starboard V&O Fund is approximately $72,988,702, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 2,359,600 Shares beneficially owned by Starboard V&O Fund, as further described in Item 6 below, is approximately $3,474,389, excluding brokerage commissions. The aggregate purchase price of the 1,299,238 Shares beneficially owned by Starboard S LLC is approximately $16,974,761, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 531,600 Shares beneficially owned by Starboard S LLC, as further described in Item 6 below, is approximately $782,743, excluding brokerage commissions. The aggregate purchase price of the 707,792 Shares beneficially owned by Starboard C LP is approximately $8,851,841, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 289,500 Shares beneficially owned by Starboard C LP, as further described in Item 6 below, is approximately $426,311, excluding brokerage commissions. The aggregate purchase price of the 6,140,777 Shares beneficially owned by Starboard Golf LLC is approximately $82,511,530, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 12,559,000 Shares beneficially owned by Starboard Golf LLC, as further described in Item 6 below, is approximately $18,492,814, excluding brokerage commissions. The aggregate purchase price of the 1,888,470 Shares held in the Starboard Value LP Account is approximately $24,699,002, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 785,300 Shares held in the Starboard Value LP Account, as further described in Item 6 below, is approximately $1,156,393, 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.
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CUSIP NO. 855030102
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, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), industry consolidation or potential business combinations involving the Issuer, or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, 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.
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 639,801,830 Shares outstanding, as of November 17, 2014, 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 November 19, 2014.
A. | Starboard V&O Fund |
(a) | As of the close of business on December 10, 2014, Starboard V&O Fund beneficially owned 8,159,897 Shares, including 2,359,600 Shares underlying certain call options. |
Percentage: Approximately 1.3%
(b) | 1. Sole power to vote or direct vote: 8,159,897 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 8,159,897 |
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 December 10, 2014, Starboard S LLC beneficially owned 1,830,838 Shares, including 531,600 Shares underlying certain call options. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 1,830,838 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 1,830,838 |
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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CUSIP NO. 855030102
C. | Starboard C LP |
(a) | As of the close of business on December 10, 2014, Starboard C LP beneficially owned 997,292 Shares, including 289,500 Shares underlying certain call options. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 997,292 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 997,292 |
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 997,292 shares owned by Starboard C LP, including 289,500 Shares underlying certain call options. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 997,292 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 997,292 |
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 997,292 shares owned by Starboard C LP, including 289,500 Shares underlying certain call options. |
Percentage: Less than 1%
(b) | 1. Sole power to vote or direct vote: 997,292 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 997,292 |
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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CUSIP NO. 855030102
F. | Starboard Golf LLC |
(a) | As of the close of business on December 10, 2014, Starboard Golf LLC beneficially owned 18,699,777 Shares, including 12,559,000 Shares underlying certain call options. |
Percentage: Approximately 2.9%
(b) | 1. Sole power to vote or direct vote: 18,699,777 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 18,699,777 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Starboard Golf 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 Golf LLC, may be deemed the beneficial owner of the 18,699,777 shares owned by Starboard Golf LLC, including 12,559,000 Shares underlying certain call options. |
Percentage: Approximately 2.9%
(b) | 1. Sole power to vote or direct vote: 18,699,777 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 18,699,777 |
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 Golf LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
H. | Starboard A LP |
(a) | Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Golf LLC, may be deemed the beneficial owner of the 18,699,777 shares owned by Starboard Golf LLC, including 12,559,000 Shares underlying certain call options. |
Percentage: Approximately 2.9%
(b) | 1. Sole power to vote or direct vote: 18,699,777 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 18,699,777 |
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 Golf LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
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CUSIP NO. 855030102
I. | Starboard A GP |
(a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 18,699,777 shares owned by Starboard Golf LLC, including 12,559,000 Shares underlying certain call options. |
Percentage: Approximately 2.9%
(b) | 1. Sole power to vote or direct vote: 18,699,777 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 18,699,777 |
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 Golf LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
J. | Starboard Value LP |
(a) | As of the close of business on December 10, 2014, 2,673,770 Shares were held in the Starboard Value LP Account, including 785,300 Shares underlying certain call options. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Golf LLC and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 8,159,897 Shares owned by Starboard V&O Fund, (ii) 1,830,838 Shares owned by Starboard S LLC, (iii) 997,292 Shares owned by Starboard C LP, (iv) 18,699,777 Shares owned by Starboard Golf LLC and (v) 2,673,770 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.1%
(b) | 1. Sole power to vote or direct vote: 32,361,574 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 32,361,574 |
4. Shared power to dispose or direct the disposition: 0 |
(c) | The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Golf LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
K. | Starboard Value GP |
(a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 8,159,897 Shares owned by Starboard V&O Fund, (ii) 1,830,838 Shares owned by Starboard S LLC, (iii) 997,292 Shares owned by Starboard C LP, (iv) 18,699,777 Shares owned by Starboard Golf LLC and (v) 2,673,770 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.1%
(b) | 1. Sole power to vote or direct vote: 32,361,574 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 32,361,574 |
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 and Starboard Golf LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
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CUSIP NO. 855030102
L. | Principal Co |
(a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 8,159,897 Shares owned by Starboard V&O Fund, (ii) 1,830,838 Shares owned by Starboard S LLC, (iii) 997,292 Shares owned by Starboard C LP, (iv) 18,699,777 Shares owned by Starboard Golf LLC and (v) 2,673,770 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.1%
(b) | 1. Sole power to vote or direct vote: 32,361,574 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 32,361,574 |
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 and Starboard Golf LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
M. | Principal GP |
(a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 8,159,897 Shares owned by Starboard V&O Fund, (ii) 1,830,838 Shares owned by Starboard S LLC, (iii) 997,292 Shares owned by Starboard C LP, (iv) 18,699,777 Shares owned by Starboard Golf LLC and (v) 2,673,770 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.1%
(b) | 1. Sole power to vote or direct vote: 32,361,574 |
2. Shared power to vote or direct vote: 0 |
3. Sole power to dispose or direct the disposition: 32,361,574 |
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 and Starboard Golf LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
N. | 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) 8,159,897 Shares owned by Starboard V&O Fund, (ii) 1,830,838 Shares owned by Starboard S LLC, (iii) 997,292 Shares owned by Starboard C LP, (iv) 18,699,777 Shares owned by Starboard Golf LLC and (v) 2,673,770 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 5.1%
(b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 32,361,574 |
3. Sole power to dispose or direct the disposition: 0 |
4. Shared power to dispose or direct the disposition: 32,361,574 |
(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 and Starboard Golf LLC and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference. |
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CUSIP NO. 855030102
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. |
Starboard V&O Fund purchased in the over the counter market American-style call options referencing an aggregate of (i) 888,800 Shares, which have an exercise price of $13.00 per Share and expire on June 19, 2015, (ii) 542,600 Shares, which have an exercise price of $15.00 per Share and expire on June 19, 2015, and (iii) 928,200 Shares, which have an exercise price of $16.00 per Share and expire on June 19, 2015.
Starboard S LLC purchased in the over the counter market American-style call options referencing an aggregate of (i) 200,200 Shares, which have an exercise price of $13.00 per Share and expire on June 19, 2015, (ii) 122,400 Shares, which have an exercise price of $15.00 per Share and expire on June 19, 2015, and (iii) 209,000 Shares, which have an exercise price of $16.00 per Share and expire on June 19, 2015.
Starboard C LP purchased in the over the counter market American-style call options referencing an aggregate of (i) 109,100 Shares, which have an exercise price of $13.00 per Share and expire on June 19, 2015, (ii) 66,500 Shares, which have an exercise price of $15.00 per Share and expire on June 19, 2015, and (iii) 113,900 Shares, which have an exercise price of $16.00 per Share and expire on June 19, 2015.
Starboard Leaders Golf purchased in the over the counter market American-style call options referencing an aggregate of (i) 4,731,000 Shares, which have an exercise price of $13.00 per Share and expire on June 19, 2015, (ii) 2,888,000 Shares, which have an exercise price of $15.00 per Share and expire on June 19, 2015, and (iii) 4,940,000 Shares, which have an exercise price of $16.00 per Share and expire on June 19, 2015.
Starboard Value LP through the Starboard Value LP Account purchased in the over the counter market American-style call options referencing an aggregate of (i) 295,900 Shares, which have an exercise price of $13.00 per Share and expire on June 19, 2015, (ii) 180,500 Shares, which have an exercise price of $15.00 per Share and expire on June 19, 2015, and (iii) 308,900 Shares, which have an exercise price of $16.00 per Share and expire on June 19, 2015.
Depending on market conditions and other factors, the Reporting Persons may alter the mix of their collective beneficial ownership position in the Issuer, which is currently composed of 15,836,574 Shares and 16,525,000 Shares underlying the American-style call options described in this Item 6, by, among other things, exercising certain of the American-style call options, purchasing or selling Shares, and/or purchasing or selling options.
Starboard Leaders Golf has entered into certain cash-settled total return swap agreements with Société Générale (“SG”) & Credit Suisse (“CSFB”) as the counterparties (the “Swap Agreements”). The swaps with SG & CSFB constitute economic exposure to 6,321,868 notional Shares and 91,558 notional Shares, respectively, with a reference price of $13.83 and $14.01, respectively and an expiration date of October 20, 2015 and December 7, 2015, respectively. The Swap Agreements provide Starboard Leaders Golf with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Starboard Leaders Golf has an aggregate economic exposure of 6,413,426 Shares (representing approximately 1% of the outstanding Shares on the same basis).
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CUSIP NO. 855030102
On December 10, 2014, the Reporting Persons entered into a Joint Filing Agreement in which 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 to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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. |
99.1 | Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Leaders Golf LLC, Starboard Leaders Fund LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value R LP, Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated December 10, 2014. |
99.2 | Power of Attorney for Jeffrey C. Smith, Mark Mitchell and Peter A. Feld, dated September 15, 2011. |
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CUSIP NO. 855030102
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: December 10, 2014
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 GOLF LLC By: Starboard Value A LP, its managing member STARBOARD LEADERS FUND LP By: Starboard Value A LP 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 |
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 and Peter A. Feld |
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CUSIP NO. 855030102
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 Management Ltd. | dms Management Ltd. 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.
CUSIP NO. 855030102
SCHEDULE B
Transactions in the Shares During the Past Sixty Days
Nature of the Transaction | Amount of Securities Purchased/(Sold) | Price Per Share/ Premium per Option($) | Date of Purchase/Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
Purchase of Common Stock | 406,098 | 12.0609 | 10/13/2014 |
Purchase of Common Stock | 198,255 | 12.0466 | 10/13/2014 |
Purchase of Common Stock | 192,294 | 12.3363 | 10/14/2014 |
Purchase of Common Stock | 219,766 | 12.0033 | 10/16/2014 |
Purchase of Common Stock | 137,354 | 11.9138 | 10/17/2014 |
Purchase of Common Stock | 57,315 | 13.0696 | 11/10/2014 |
Purchase of Common Stock | 372,547 | 13.0430 | 11/11/2014 |
Purchase of Common Stock | 429,861 | 13.2922 | 11/12/2014 |
Purchase of Common Stock | 830,957 | 13.9169 | 11/19/2014 |
Purchase of Common Stock | 207,739 | 13.8827 | 11/20/2014 |
Purchase of Common Stock | 51,935 | 13.9242 | 11/26/2014 |
Purchase of Common Stock | 141,409 | 13.8123 | 12/01/2014 |
Sale of Common Stock | (139,230) | 13.9615 | 12/02/2014 |
Purchase of Cash-Settled Total Return Swap | 139,230 | 14.0060 | 12/02/2014 |
Purchase of Call Option | 214,200* | 1.7500** | 12/02/2014 |
Sale of Common Stock | (299,880) | 14.4700 | 12/03/2014 |
Purchase of Cash-Settled Total Return Swap | 299,880 | 14.4560 | 12/03/2014 |
Purchase of Call Option | 428,300* | 2.1400** | 12/03/2014 |
Sale of Common Stock | (172,431) | 14.3229 | 12/04/2014 |
Purchase of Cash-Settled Total Return Swap | 172,431 | 14.4195 | 12/04/2014 |
** This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $13.00.
CUSIP NO. 855030102
Purchase of Call Option | 246,300* | 2.0500** | 12/04/2014 |
Sale of Common Stock | (107,957) | 14.1700 | 12/05/2014 |
Purchase of Cash-Settled Total Return Swap | 107,957 | 14.1489 | 12/05/2014 |
Purchase of Call Option | 257,000* | 0.9400# | 12/05/2014 |
Sale of Cash-Settled Total Return Swap | (167,679) | 14.3129 | 12/08/2014 |
Sale of Common Stock | (156,366) | 14.2800 | 12/08/2014 |
Purchase of Common Stock | 167,679 | 14.3129 | 12/08/2014 |
Purchase of Common Stock | 156,366 | 14.3038 | 12/08/2014 |
Purchase of Call Option | 285,600* | 1.1000# | 12/08/2014 |
Purchase of Call Option | 71,400* | 0.7500## | 12/08/2014 |
Sale of Cash-Settled Total Return Swap | (112,709) | 14.4933 | 12/09/2014 |
Sale of Common Stock | (342,720) | 14.6634 | 12/09/2014 |
Purchase of Common Stock | 112,709 | 14.4933 | 12/09/2014 |
Purchase of Common Stock | 342,720 | 14.4548 | 12/09/2014 |
Purchase of Call Option | 856,800* | 1.2474## | 12/09/2014 |
Sale of Cash-Settled Total Return Swap | (439,110) | 14.8100 | 12/10/2014 |
Purchase of Common Stock | 439,110 | 14.8100 | 12/10/2014 |
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Common Stock | 90,847 | 12.0609 | 10/13/2014 |
Purchase of Common Stock | 44,351 | 12.0466 | 10/13/2014 |
Purchase of Common Stock | 43,017 | 12.3363 | 10/14/2014 |
Purchase of Common Stock | 49,163 | 12.0033 | 10/16/2014 |
Purchase of Common Stock | 30,727 | 11.9138 | 10/17/2014 |
Purchase of Common Stock | 12,865 | 13.0696 | 11/10/2014 |
## This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $16.00.
CUSIP NO. 855030102
Purchase of Common Stock | 83,620 | 13.0430 | 11/11/2014 |
Purchase of Common Stock | 96,485 | 13.2922 | 11/12/2014 |
Purchase of Common Stock | 186,513 | 13.9169 | 11/19/2014 |
Purchase of Common Stock | 46,628 | 13.8827 | 11/20/2014 |
Purchase of Common Stock | 11,657 | 13.9242 | 11/26/2014 |
Purchase of Common Stock | 31,847 | 13.8123 | 12/01/2014 |
Sale of Common Stock | (31,356) | 13.9615 | 12/02/2014 |
Purchase of Common Stock | 31,356 | 14.0060 | 12/02/2014 |
Purchase of Call Option | 48,200* | 1.7500** | 12/02/2014 |
Sale of Common Stock | (67,536) | 14.4700 | 12/03/2014 |
Purchase of Common Stock | 67,536 | 14.4560 | 12/03/2014 |
Purchase of Call Option | 96,500* | 2.1400** | 12/03/2014 |
Sale of Common Stock | (38,833) | 14.3229 | 12/04/2014 |
Purchase of Common Stock | 38,833 | 14.4195 | 12/04/2014 |
Purchase of Call Option | 55,500* | 2.0500** | 12/04/2014 |
Sale of Common Stock | (24,313) | 14.1700 | 12/05/2014 |
Purchase of Common Stock | 24,313 | 14.1489 | 12/05/2014 |
Purchase of Call Option | 58,000* | 0.9400# | 12/05/2014 |
Sale of Common Stock | (35,215) | 14.2800 | 12/08/2014 |
Purchase of Common Stock | 35,215 | 14.3038 | 12/08/2014 |
Purchase of Call Option | 64,400* | 1.1000# | 12/08/2014 |
Purchase of Call Option | 16,000* | 0.7500## | 12/08/2014 |
Sale of Common Stock | (77,184) | 14.6634 | 12/09/2014 |
Purchase of Common Stock | 77,184 | 14.4548 | 12/09/2014 |
Purchase of Call Option | 193,000* | 1.2474## | 12/09/2014 |
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Common Stock | 49,491 | 12.0609 | 10/13/2014 |
## This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $16.00.
CUSIP NO. 855030102
Purchase of Common Stock | 24,161 | 12.0466 | 10/13/2014 |
Purchase of Common Stock | 23,435 | 12.3363 | 10/14/2014 |
Purchase of Common Stock | 26,783 | 12.0033 | 10/16/2014 |
Purchase of Common Stock | 16,739 | 11.9138 | 10/17/2014 |
Purchase of Common Stock | 7,008 | 13.0696 | 11/10/2014 |
Purchase of Common Stock | 45,554 | 13.0430 | 11/11/2014 |
Purchase of Common Stock | 52,563 | 13.2922 | 11/12/2014 |
Purchase of Common Stock | 101,608 | 13.9169 | 11/19/2014 |
Purchase of Common Stock | 25,402 | 13.8827 | 11/20/2014 |
Purchase of Common Stock | 6,350 | 13.9242 | 11/26/2014 |
Purchase of Common Stock | 17,349 | 13.8123 | 12/01/2014 |
Sale of Common Stock | (17,082) | 13.9615 | 12/02/2014 |
Purchase of Common Stock | 17,082 | 14.0060 | 12/02/2014 |
Purchase of Call Option | 26,300* | 1.7500** | 12/02/2014 |
Sale of Common Stock | (36,792) | 14.4700 | 12/03/2014 |
Purchase of Common Stock | 36,792 | 14.4560 | 12/03/2014 |
Purchase of Call Option | 52,600* | 2.1400** | 12/03/2014 |
Sale of Common Stock | (21,155) | 14.3229 | 12/04/2014 |
Purchase of Common Stock | 21,155 | 14.4195 | 12/04/2014 |
Purchase of Call Option | 30,200* | 2.0500** | 12/04/2014 |
Sale of Common Stock | (13,245) | 14.1700 | 12/05/2014 |
Purchase of Common Stock | 13,245 | 14.1489 | 12/05/2014 |
Purchase of Call Option | 31,500* | 0.9400# | 12/05/2014 |
Sale of Common Stock | (19,184) | 14.2800 | 12/08/2014 |
Purchase of Common Stock | 19,184 | 14.3038 | 12/08/2014 |
Purchase of Call Option | 35,000* | 1.1000# | 12/08/2014 |
# This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $15.00.
CUSIP NO. 855030102
Purchase of Call Option | 8,800* | 0.7500## | 12/08/2014 |
Sale of Common Stock | (42,048) | 14.6634 | 12/09/2014 |
Purchase of Common Stock | 42,048 | 14.4548 | 12/09/2014 |
Purchase of Call Option | 105,100* | 1.2474## | 12/09/2014 |
STARBOARD LEADERS GOLF LLC
Purchase of Common Stock | 800,340 | 12.0609 | 10/13/2014 |
Purchase of Common Stock | 390,723 | 12.0466 | 10/13/2014 |
Purchase of Common Stock | 378,975 | 12.3363 | 10/14/2014 |
Purchase of Cash-Settled Total Return Swap | 433,112 | 12.0033 | 10/16/2014 |
Purchase of Cash-Settled Total Return Swap | 270,695 | 11.9138 | 10/17/2014 |
Purchase of Cash-Settled Total Return Swap | 103,995 | 13.0696 | 11/10/2014 |
Purchase of Cash-Settled Total Return Swap | 675,969 | 13.0430 | 11/11/2014 |
Purchase of Cash-Settled Total Return Swap | 779,964 | 13.2922 | 11/12/2014 |
Purchase of Cash-Settled Total Return Swap | 2,608,112 | 13.9169 | 11/19/2014 |
Purchase of Cash-Settled Total Return Swap | 652,028 | 13.8827 | 11/20/2014 |
Purchase of Cash-Settled Total Return Swap | 163,007 | 13.9242 | 11/26/2014 |
Purchase of Cash-Settled Total Return Swap | 262,338 | 13.8123 | 12/01/2014 |
Sale of Common Stock | (741,000) | 13.9615 | 12/02/2014 |
Purchase of Cash-Settled Total Return Swap | 741,000 | 14.0060 | 12/02/2014 |
Purchase of Call Option | 1,140,000* | 1.7500** | 12/02/2014 |
Sale of Common Stock | (1,596,000) | 14.4700 | 12/03/2014 |
Purchase of Cash-Settled Total Return Swap | 1,596,000 | 14.4560 | 12/03/2014 |
Purchase of Call Option | 2,280,000* | 2.1400** | 12/03/2014 |
Sale of Common Stock | (917,700) | 14.3229 | 12/04/2014 |
Purchase of Cash-Settled Total Return Swap | 917,700 | 14.4195 | 12/04/2014 |
** This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $13.00.
CUSIP NO. 855030102
Purchase of Call Option | 1,311,000* | 2.0500** | 12/04/2014 |
Sale of Common Stock | (574,560) | 14.1700 | 12/05/2014 |
Purchase of Cash-Settled Total Return Swap | 574,560 | 14.1489 | 12/05/2014 |
Purchase of Call Option | 1,368,000* | 0.9400# | 12/05/2014 |
Sale of Cash-Settled Total Return Swap | (532,321) | 14.3129 | 12/08/2014 |
Sale of Common Stock | (832,200) | 14.2800 | 12/08/2014 |
Purchase of Common Stock | 532,321 | 14.3129 | 12/08/2014 |
Purchase of Common Stock | 832,200 | 14.3038 | 12/08/2014 |
Purchase of Call Option | 1,520,000* | 1.1000# | 12/08/2014 |
Purchase of Call Option | 380,000* | 0.7500## | 12/08/2014 |
Sale of Cash-Settled Total Return Swap | (587,291) | 14.4933 | 12/09/2014 |
Sale of Common Stock | (1,824,000) | 14.6634 | 12/09/2014 |
Purchase of Common Stock | 587,291 | 14.4933 | 12/09/2014 |
Purchase of Common Stock | 1,824,000 | 14.4548 | 12/09/2014 |
Purchase of Call Option | 4,560,000* | 1.2474## | 12/09/2014 |
Sale of Cash-Settled Total Return Swap | (2,245,442) | 14.8100 | 12/10/2014 |
Purchase of Common Stock | 2,245,442 | 14.8100 | 12/10/2014 |
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Purchase of Common Stock | 131,524 | 12.0609 | 10/13/2014 |
Purchase of Common Stock | 64,210 | 12.0466 | 10/13/2014 |
Purchase of Common Stock | 62,279 | 12.3363 | 10/14/2014 |
Purchase of Common Stock | 71,176 | 12.0033 | 10/16/2014 |
Purchase of Common Stock | 44,485 | 11.9138 | 10/17/2014 |
Purchase of Common Stock | 18,817 | 13.0696 | 11/10/2014 |
* Represents shares underlying American-style call options purchased in the over the counter market. These call options expire on June 19, 2015.
## This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $16.00.
CUSIP NO. 855030102
Purchase of Common Stock | 122,310 | 13.0430 | 11/11/2014 |
Purchase of Common Stock | 141,127 | 13.2922 | 11/12/2014 |
Purchase of Common Stock | 272,810 | 13.9169 | 11/19/2014 |
Purchase of Common Stock | 68,203 | 13.8827 | 11/20/2014 |
Purchase of Common Stock | 17,051 | 13.9242 | 11/26/2014 |
Purchase of Common Stock | 47,057 | 13.8123 | 12/01/2014 |
Sale of Common Stock | (46,332) | 13.9615 | 12/02/2014 |
Purchase of Common Stock | 46,332 | 14.0060 | 12/02/2014 |
Purchase of Call Option | 71,300* | 1.7500** | 12/02/2014 |
Sale of Common Stock | (99,792) | 14.4700 | 12/03/2014 |
Purchase of Common Stock | 99,792 | 14.4560 | 12/03/2014 |
Purchase of Call Option | 142,600* | 2.1400** | 12/03/2014 |
Sale of Common Stock | (57,381) | 14.3229 | 12/04/2014 |
Purchase of Common Stock | 57,381 | 14.4195 | 12/04/2014 |
Purchase of Call Option | 82,000* | 2.0500** | 12/04/2014 |
Sale of Common Stock | (35,925) | 14.1700 | 12/05/2014 |
Purchase of Common Stock | 35,925 | 14.1489 | 12/05/2014 |
Purchase of Call Option | 85,500* | 0.9400# | 12/05/2014 |
Sale of Common Stock | (52,035) | 14.2800 | 12/08/2014 |
Purchase of Common Stock | 52,035 | 14.3038 | 12/08/2014 |
Purchase of Call Option | 95,000* | 1.1000# | 12/08/2014 |
Purchase of Call Option | 23,800* | 0.7500## | 12/08/2014 |
Sale of Common Stock | (114,048) | 14.6634 | 12/09/2014 |
Purchase of Common Stock | 114,048 | 14.4548 | 12/09/2014 |
Purchase of Call Option | 285,100* | 1.2474## | 12/09/2014 |
## This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of this call option is $16.00.