Starboard Value Files 3rd 13D Amendment for Acacia Research

TL;DR

**Starboard Value LP just filed its third 13D amendment on Acacia Research, signaling ongoing activist interest.**

AI Summary

Starboard Value LP filed Amendment No. 3 to its Schedule 13D on February 15, 2024, regarding its stake in Acacia Research Corporation. This filing updates previous disclosures by Starboard, an activist investor, concerning its holdings of Acacia's Common Stock, par value $0.001 per share. The CUSIP number for these securities is 003881307. The filing lists Jeffrey C. Smith of Starboard and legal counsel Andrew Freedman and Meagan Reda from Olshan Frome Wolosky LLP as contacts.

Why It Matters

An amendment to a Schedule 13D from an activist investor like Starboard Value indicates continued involvement and potential influence over the subject company, Acacia Research Corporation. Investors monitor these filings for changes in ownership or strategic intent that could impact the company's direction or stock performance.

Risk Assessment

Risk Level: medium — The filing of an amended 13D by an activist investor suggests potential for corporate changes, which can introduce both opportunities and risks for existing shareholders.

Key Numbers

• Amendment No. 3 — Filing Amendment (Indicates ongoing updates to Starboard's position)
• 003881307 — CUSIP Number (Identifies the specific class of securities (Common Stock) of Acacia Research Corporation)
• 20240215 — Filing Date (Date the amendment was filed with the SEC)

Key Players & Entities

• Starboard Value LP (company) — Filer
• Acacia Research Corporation (company) — Subject Company
• Jeffrey C. Smith (person) — Contact for Filer
• Andrew Freedman (person) — Legal Counsel
• Meagan Reda (person) — Legal Counsel
• Olshan Frome Wolosky LLP (company) — Legal Firm

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $128,736,762 — by Starboard V&O Fund is approximately $128,736,762, excluding brokerage commissions. The a
• $23,810,114 — ned by Starboard S LLC is approximately $23,810,114, excluding brokerage commissions. The a
• $13,809,867 — wned by Starboard C LP is approximately $13,809,867, excluding brokerage commissions. The a
• $13,095,563 — by Starboard L Master is approximately $13,095,563, excluding brokerage commissions. The a
• $18,171,626 — by Starboard X Master is approximately $18,171,626, excluding brokerage commissions. The a
• $40,477,190 — board Value LP Account is approximately $40,477,190, excluding brokerage commissions. The
• $127,759 — rights in the Public Rights Offering is $127,759. Item 4. Purpose of Transaction . It

Filing Documents

• sc13da306297282_02152024.htm (SC 13D/A) — 491KB
• ex991to13da306297282_021524.htm (EX-99.1) — 9KB
• ex992to13da306297282_021524.htm (EX-99.2) — 4KB
• 0000921895-24-000506.txt ( ) — 505KB

Identity and Background

Item 2. Identity and Background . (a) This (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 Value R LP (“Starboard R LP”), as the general partner of Starboard C LP; (v) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it; (vi) Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master; (vii) Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP; (viii) Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it; (ix) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC; (x) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; (xi) Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; (xii) Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; 19 CUSIP No. 003881307 (xiii) Jeffrey C. Smith, as a member of Principal GP and as a member of each of t

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated as follows: The securities purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value LP Account were purchased with working capital pursuant to the terms of the various agreements entered into with the Issuer, as further described in Item 4 of Amendment No. 2 to the Schedule 13D. The aggregate purchase price of 33,048,368 Shares beneficially owned by Starboard V&O Fund is approximately $128,736,762, excluding brokerage commissions. The aggregate purchase price of the 6,112,360 Shares beneficially owned by Starboard S LLC is approximately $23,810,114, excluding brokerage commissions. The aggregate purchase price of the 3,545,169 Shares beneficially owned by Starboard C LP is approximately $13,809,867, excluding brokerage commissions. The aggregate purchase price of the 3,361,798 Shares beneficially owned by Starboard L Master is approximately $13,095,563, excluding brokerage commissions. The aggregate purchase price of the 4,664,889 Shares beneficially owned by Starboard X Master is approximately $18,171,626, excluding brokerage commissions. The aggregate purchase price of the 10,391,011 Shares held in the Starboard Value LP Account is approximately $40,477,190, excluding brokerage commissions. The 45,394 Shares beneficially owned directly by Mr. Molinelli were awarded to him in his capacity as a director of the Issuer. 164,892 of the Shares beneficially owned directly by Mr. Sagal were awarded to him in his former capacity as a director of the Issuer. 24,335 of the Shares beneficially owned directly by Mr. Sagal were purchased with personal funds in connection with Mr. Sagal’s exercise of certain subscriptions rights in connection with the Public Rights Offering (as defined and described in Item 4 of Amendment No. 1 to the Schedule 13D). The aggregate purchase price of the 24,335 Shares beneficially owned by Mr. Sag

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On February 13, 2024, Ajay Sundar, Managing Director at Starboard Value LP, was appointed as a director of the Issuer to serve until the Issuer’s 2024 annual meeting of stockholders and until his successor is duly elected and qualified. In addition, Jonathan Sagal resigned as a director of the Issuer, effective February 13, 2024.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated as follows: 21 CUSIP No. 003881307 The aggregate percentage of Shares reported owned by each person named herein is based upon 99,886,322 Shares outstanding, as of November 6, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. A. Starboard V&O Fund (a) As of the close of business on February 15, 2024, Starboard V&O Fund beneficially owned 33,048,368 Shares. Percentage: Approximately 33.1% (b) 1. Sole power to vote or direct vote: 33,048,368 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 33,048,368 4. Shared power to dispose or direct the disposition: 0 (c) Starboard V&O Fund has not entered into any transactions in the Shares during the past sixty days. B. Starboard S LLC (a) As of the close of business on February 15, 2024, Starboard S LLC beneficially owned 6,112,360 Shares. Percentage: Approximately 6.1% (b) 1. Sole power to vote or direct vote: 6,112,360 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 6,112,360 4. Shared power to dispose or direct the disposition: 0 (c) Starboard S LLC has not entered into any transactions in the Shares during the past sixty days. C. Starboard C LP (a) As of the close of business on February 15, 2024, Starboard C LP beneficially owned 3,545,169 Shares. Percentage: Approximately 3.5% (b) 1. Sole power to vote or direct vote: 3,545,169 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,545,169 4. Shared power to dispose or direct the disposition: 0 (c) Starboard C LP has not entered into any transactions in the Shares during the past sixty days. 22 CUSIP No. 003881307 D. Starboard R LP (a) Starboard R LP, as the general partner of Starboard C

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