Rubric Capital Takes Active Stake in Xperi Inc., Signals Potential Influence

TL;DR

**Activist investor Rubric Capital just revealed a major stake in Xperi, expect potential shake-ups!**

AI Summary

Rubric Capital Management LP, an investment firm, has filed an SC 13D indicating a significant stake in Xperi Inc. (XPER). This filing, dated January 19, 2024, signals that Rubric Capital may seek to influence Xperi's management or strategic direction, moving beyond a passive investment. For Xperi shareholders, this could mean potential changes in company strategy, leadership, or even a push for a sale or merger, which could impact the stock's value.

Why It Matters

An activist investor taking a significant position often leads to strategic shifts or corporate actions, which can create volatility and opportunity for existing shareholders.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to both positive and negative outcomes, creating uncertainty for the stock's future performance.

Analyst Insight

A smart investor would closely monitor Xperi Inc. news for any announcements regarding Rubric Capital's intentions or any strategic changes, as this could signal potential upside or downside depending on the proposed actions.

Key Players & Entities

• Rubric Capital Management LP (company) — the investment firm filing the SC 13D
• Xperi Inc. (company) — the subject company in which Rubric Capital has taken a stake
• Brian Kleinhaus (person) — contact person for Rubric Capital Management LP
• Ryan Nebel (person) — contact person for Olshan Frome Wolosky LLP, legal counsel
• January 19, 2024 (date) — date of the event requiring the filing of this statement

Forward-Looking Statements

• Rubric Capital Management LP will engage in discussions with Xperi Inc. management regarding strategic alternatives. (Xperi Inc.) — medium confidence, target: Q2 2024
• Xperi Inc.'s stock price will experience increased volatility due to activist investor involvement. (Xperi Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $39,412,429 — wned by Rubric Capital is approximately $39,412,429, excluding brokerage commissions. The
• $10.6500 — Shares, which have a reference price of $10.6500 and a maturity date of December 20, 202

Filing Documents

• sc13d13715006_01232024.htm (SC 13D) — 153KB
• ex991to13d13715006_01232024.htm (EX-99.1) — 17KB
• ex992to13d13715006_01232024.htm (EX-99.2) — 14KB
• 0000921895-24-000112.txt ( ) — 186KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the common stock, par value $0.001 per share (the "Shares"), of Xperi Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2190 Gold Street, San Jose, California 95002.

Identity and Background

Item 2. Identity and Background . (a) This (i) Rubric Capital Management LP, a Delaware limited partnership (“Rubric Capital”), as the investment adviser to certain investment funds and/or accounts (collectively, the “Rubric Funds”) that hold Shares; (ii) David Rosen, as the Managing Member of Rubric Capital Management GP LLC, a Delaware limited liability company (“Rubric GP”), the general partner of Rubric Capital; (iii) Deborah S. Conrad; and (iv) Thomas A. Lacey. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Rubric Capital and Mr. Rosen are collectively referred to as “Rubric.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as defined and 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 member of Rubric and Rubric GP is 155 East 44th St, Suite 1630, New York, New York 10017. The principal business address of each of Ms. Conrad and Mr. Lacey is a personal residence which has been retained in the files of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, New York 10019. (c) The principal business of Rubric Capital is to serve as the investment manager of the Rubric Funds. Mr. Rosen is the Managing Member of Rubric GP, which serves as the general partner of Rubric Capital, and he supervises and conducts all investment activities of Rubric Capital, including all investment decisions with respect to the assets of the Rubric Funds. Ms. Conrad most recently served as Senior Vice President, Chief Marketing Officer at Hinge Health, Inc., a healthcare technology company. Mr. Lacey currently serves on the board of directors of Kandou Bus S.A., a semiconductor company which offers differentiated and fundamental interconnect technology, and as Cha

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The Shares reported herein beneficially owned by Rubric Capital were either acquired in connection with the Issuer’s spin-off from its predecessor or purchased with the working capital of the Rubric Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The Rubric Funds acquired an aggregate of 1,541,314 Shares in connection with the Issuer’s spin-off from its predecessor. The aggregate purchase price of the 3,301,219 Shares beneficially owned by Rubric Capital is approximately $39,412,429, excluding brokerage commissions. The Shares reported herein beneficially owned by Mr. Lacey were acquired in connection with the Issuer’s spin-off from its predecessor.

Purpose of Transaction

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. On January 22, 2024, Rubric Capital Master Fund LP, one of the Rubric Funds (“Rubric Master”), delivered a letter to the Issuer nominating Deborah S. Conrad and Thomas A. Lacey (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). 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. 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 additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potentia

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 43,465,834 Shares outstanding as of November 3, 2023, 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 13, 2023. As of the date hereof, Rubric Capital and Mr. Rosen may be deemed to beneficially own the 3,301,219 Shares, constituting approximately 7.6% of the Shares outstanding, held in the aggregate by the Rubric Funds. As of the date hereof, Mr. Lacey directly beneficially owns 4,208 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof, Ms. Conrad does not beneficially own any Shares, constituting 0% of the Shares outstanding. Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 3,305,427 Shares beneficially owned in the aggregate by all of the Reporting Persons, constituting approximately 7.6% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own. (b) Each of Rubric Capital and Mr. Rosen may be deemed to share the power to vote and dispose of the Shares held by the Rubric Funds. Mr. Lacey has the sole power to vote and dispose of the Shares held by him. (c) Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. Except for the swap transactions set forth therein, the cou

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . Rubric Capital, on behalf of the Rubric Funds, has entered into certain cash-settled total return swap agreements with Morgan Stanley as the counterparty (the “Swap Agreements”). The swaps with Morgan Stanley constitute economic exposure to an aggregate of 742,525 notional Shares, representing approximately 1.7% of the outstanding Shares, which have a reference price of $10.6500 and a maturity date of December 20, 2028. The Swap Agreements provide Rubric Capital 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, Rubric Capital has economic exposure to an aggregate of 4,043,744 Shares, representing approximately 9.3% of the outstanding Shares. Rubric Capital and the other Reporting Persons disclaim beneficial ownership of the Subject Shares. On January 22, 2024, the Reporting Persons entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which, among other things, the parties agreed (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (ii) to solicit proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by or on behalf of Rubric), (iii) the Nominees will not enter into any transactions in the securities of the Issuer without the prior written consent of Rubric and (iv) Rubric will bear all pre-approved expenses incurred in connection with the group’s activities. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing and Solicitation Agreement, dated January 22, 2024. 99.2 Powers of Attorney. 9 CUSIP No. 98423J101

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his, her or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 23, 2024 Rubric Capital Management LP By: Rubric Capital Management GP LLC General Partner By: /s/ David Rosen Name: David Rosen Title: Managing Member /s/ David Rosen David Rosen Individually and as attorney-in-fact for Deborah S. Conrad and Thomas A. Lacey 10 CUSIP No. 98423J101 SCHEDULE A Transactions in the Securities of the Issuer During the Past 60 Days Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) * Price Range ($) Date of Purchase/Sale RUBRIC CAPITAL MANAGEMENT LP (On Behalf of the Rubric Funds) Purchase of Common Stock 100,000 10.6008 10.3800 - 10.7000 12/22/2023 Sale of Cash-Settled Total Return Swap (100,000) 10.5829 10.4000 - 10.6800 12/22/2023 Purchase of Common Stock 50,000 11.0226 10.7300 - 11.1600 12/26/2023 Sale of Cash-Settled Total Return Swap (50,000) 10.9968 10.9109 - 11.0700 12/26/2023 Purchase of Common Stock 33,773 11.1207 11.0200 - 11.2500 12/27/2023 Sale of Cash-Settled Total Return Swap (33,773) 11.1047 11.0300 - 11.6861 12/27/2023 Purchase of Common Stock 29,679 11.1401 10.9500 - 11.2100 12/28/2023 Sale of Cash-Settled Total Return Swap (29,679) 11.1268 - 12/28/2023 Purchase of Common Stock 38,436 11.1688 11.0700 - 11.3500 12/29/2023 Sale of Cash-Settled Total Return Swap (38,436) 11.1537 11.0800 - 11.2450 12/29/2023 Purchase of Common Stock 76,488 11.1466 10.7900 - 11.3000 01/02/2024 Sale of Cash-Settled Total Return Swap (76,488) 11.1326 11.0500 - 11.1971 01/02/2024 Purchase of Common Stock 68,004 11.0340 10.8000 - 11.2200 01/03/2024 Sale of Cash-Settled Total Return Swap (68,004) 11.0189 10.8100 - 11.1400 01/03/2024 Purchase of Common Stock 41,795 10.8150 10.7000 - 1

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View this SC 13D filing on SEC EDGAR