| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/30/2022 |
3. Issuer Name and Ticker or Trading Symbol
ACACIA RESEARCH CORP [ ACTG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
| Common Stock, par value $0.001 per share(1)(2) | 2,703,404 | I | By Starboard Value and Opportunity Master Fund Ltd(3) |
| Common Stock, par value $0.001 per share(1)(2) | 500,000 | I | By Starboard Value and Opportunity S LLC(4) |
| Common Stock, par value $0.001 per share(1)(2) | 850,000 | I | By Managed Account of Starboard Value LP(5) |
| Common Stock, par value $0.001 per share(1)(2) | 290,000 | I | By Starboard Value and Opportunity C LP(6) |
| Common Stock, par value $0.001 per share(1)(2) | 275,000 | I | By Starboard Value and Opportunity Master Fund L LP(7) |
| Common Stock, par value $0.001 per share(1)(2) | 381,596 | I | By Starboard X Master Fund Ltd(8) |
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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 | ||||
| Series A Convertible Preferred Stock | (9) | (9) | Common Stock, par value $0.001 per share | 189,239 | 3.65 | I | By Starboard Value and Opportunity Master Fund Ltd(3) |
| Series A Convertible Preferred Stock | (9) | (9) | Common Stock, par value $0.001 per share | 35,000 | 3.65 | I | By Starboard Value and Opportunity S LLC(4) |
| Series A Convertible Preferred Stock | (9) | (9) | Common Stock, par value $0.001 per share | 59,500 | 3.65 | I | By Managed Account of Starboard Value LP(5) |
| Series A Convertible Preferred Stock | (9) | (9) | Common Stock, par value $0.001 per share | 20,300 | 3.65 | I | By Starboard Value and Opportunity C LP(6) |
| Series A Convertible Preferred Stock | (9) | (9) | Common Stock, par value $0.001 per share | 19,250 | 3.65 | I | By Starboard Value and Opportunity Master Fund L LP(7) |
| Series A Convertible Preferred Stock | (9) | (9) | Common Stock, par value $0.001 per share | 26,711 | 3.65 | I | By Starboard X Master Fund Ltd(8) |
| Series B Warrants | (10)(11) | (10)(11) | Common Stock, par value $0.001 per share | 54,068,052 | (10)(11) | I | By Starboard Value and Opportunity Master Fund Ltd(3) |
| Series B Warrants | (10)(11) | (10)(11) | Common Stock, par value $0.001 per share | 10,000,000 | (10)(11) | I | By Starboard Value and Opportunity S LLC(4) |
| Series B Warrants | (10)(11) | (10)(11) | Common Stock, par value $0.001 per share | 17,000,000 | (10)(11) | I | By Managed Account of Starboard Value LP(5) |
| Series B Warrants | (10)(11) | (10)(11) | Common Stock, par value $0.001 per share | 5,800,000 | (10)(11) | I | By Starboard Value and Opportunity C LP(6) |
| Series B Warrants | (10)(11) | (10)(11) | Common Stock, par value $0.001 per share | 5,500,000 | (10)(11) | I | By Starboard Value and Opportunity Master Fund L LP(7) |
| Series B Warrants | (10)(11) | (10)(11) | Common Stock, par value $0.001 per share | 7,631,948 | (10)(11) | 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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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 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 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 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 a certain Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, 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. |
| 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 to be cancelled immediately following the completion of a certain rights offering contemplated under the Recapitalization Agreement. |
| 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. |
| Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value and Opportunity C LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value and Opportunity Master Fund L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard X Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value R LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| Starboard Value R GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory | 11/08/2022 | |
| ** 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. | ||
