SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)*
Juniper Networks, Inc.
(Name of Issuer)
Common Stock, par value $0.00001
(Title of Class of Securities)
48203R104
(CUSIP Number)
Stephen M. Schultz, Esq..
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 5, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
*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 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).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Elliott Associates, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| WC, AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 |
| 13,341,940 | |
| 8. | SHARED VOTING POWER |
| 0 | |
| 9. | SOLE DISPOSITIVE POWER |
| 13,341,940 | |
| 10. | SHARED DISPOSITIVE POWER |
| 0 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 13,341,940 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 3.0% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Elliott International, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands, British West Indies | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 25,899,060 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 25,899,060 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 25,899,060 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 5.7% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Elliott International Capital Advisors Inc. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 |
| 0 | |
| 8. | SHARED VOTING POWER |
| 25,899,060 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 25,899,060 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 25,899,060 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 5.7% | |
| 14. | TYPE OF REPORTING PERSON |
| CO | |
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
| Elliott Working Capital | $ | 308,874,731.69 | |||
| Elliott International Working Capital | $ | 598,050,614.41 |
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
The Reporting Persons believe the Issuer’s Common Stock is significantly undervalued at current market prices. The Reporting Persons are and intend to continue to be engaged with the Board of Directors and management of the Issuer regarding various strategic and financial value-generative steps to increase shareholder value.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Common Stock reported owned by each person named herein is based upon 451,188,075 shares of Common Stock outstanding as of August 8, 2014, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2014.
As of the date hereof, Elliott, Elliott International and EICA collectively beneficially owned 39,241,000 shares of Common Stock, constituting approximately 8.7% of the shares of Common Stock outstanding.
As of the date hereof, Elliott beneficially owned 13,341,940 shares of Common Stock, constituting approximately 3.0% of the shares of Common Stock outstanding.
As of the date hereof, Elliott International and EICA beneficially owned an aggregate of 25,899,060 shares of Common Stock, constituting approximately 5.7% of all of the outstanding shares of Common Stock.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule 1 attached hereto.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| Dated: | November 7, 2014 |
| ELLIOTT ASSOCIATES, L.P. | |||
| By: Elliott Capital Advisors, L.P., as General Partner | |||
| By: Braxton Associates, Inc., as General Partner | |||
| By: | /s/ Elliot Greenberg | ||
| Elliot Greenberg, | |||
| Vice President | |||
| ELLIOTT INTERNATIONAL, L.P. | |||
| By: Elliott International Capital Advisors Inc., | |||
| as Attorney-in-Fact | |||
| By: | /s/ Elliot Greenberg | ||
| Elliot Greenberg, | |||
| Vice President | |||
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | |||
| By: | /s/ Elliot Greenberg | ||
| Elliot Greenberg, | |||
| Vice President | |||
SCHEDULE 1
Transactions of the Reporting Persons Effected
During the Past 60 Days
The following transactions were effected by Elliott Associates, L.P.:
| Date | Security | Amount of Shs. Bought/(Sold) | Price ($) per Share | ||||||
| 11/05/14 | Common Stock | 44,904 | 21.2707 | ||||||
| 11/05/14 | Common Stock | 62,832 | 21.4027 | ||||||
| 09/22/14 | Common Stock | (74,061 | ) | 22.6335 | |||||
| 09/18/14 | Common Stock | 166,250 | 22.8262 | ||||||
| 09/18/14 | Common Stock | (166,250 | ) | 22.8200 | |||||
| 09/17/14 | Common Stock | (81,182 | ) | 22.8944 | |||||
| 09/16/14 | Common Stock | (8,750 | ) | 22.8264 | |||||
| 09/15/14 | Common Stock | (207,060 | ) | 22.9382 | |||||
| 09/15/14 | Common Stock | (53,235 | ) | 22.8331 | |||||
All of the above transactions were effected on the open market.
The following transactions were effected by Elliott Associates, L.P. (through Liverpool):
| Date | Security | Amount of Shs. Bought/(Sold) | Price ($) per Share | ||||||
| 11/07/14 | Common Stock | 33,841 | 21.9784 | ||||||
| 11/07/14 | Common Stock | 14,437 | 21.8188 | ||||||
| 09/23/14 | Common Stock | (88,862 | ) | 22.6018 | |||||
| 09/18/14 | Common Stock | 166,250 | 22.8200 | ||||||
All of the above transactions were effected on the open market.
The following transactions were effected by Elliott International, L.P.:
| Date | Security | Amount of Shs. Bought/(Sold) | Price ($) per Share | ||||||
| 11/07/14 | Common Stock | 135,563 | 21.8188 | ||||||
| 11/07/14 | Common Stock | 65,690 | 21.9784 | ||||||
| 11/07/14 | Common Stock | 200,000 | 21.8672 | ||||||
| 11/06/14 | Common Stock | 325,000 | 21.5562 | ||||||
| 11/06/14 | Common Stock | 376,712 | 21.5948 | ||||||
| 11/06/14 | Common Stock | 39,680 | 21.4497 | ||||||
| 11/05/14 | Common Stock | 121,968 | 21.2707 | ||||||
| 11/05/14 | Common Stock | 87,168 | 21.4027 | ||||||
| 11/04/14 | Common Stock | 59,005 | 21.1287 | ||||||
| 09/23/14 | Common Stock | (165,030 | ) | 22.6018 | |||||
| 09/22/14 | Common Stock | (137,541 | ) | 22.6335 | |||||
| 09/18/14 | Common Stock | (65,426 | ) | 22.8262 | |||||
| 09/17/14 | Common Stock | (150,768 | ) | 22.8944 | |||||
| 09/16/14 | Common Stock | (16,250 | ) | 22.8264 | |||||
| 09/15/14 | Common Stock | (384,541 | ) | 22.9382 | |||||
| 09/15/14 | Common Stock | (98,865 | ) | 22.8331 | |||||
All of the above transactions were effected on the open market.