Starboard Value LP Amends Alight, Inc. Filing

TL;DR

Starboard Value LP updated its Alight stake filing on 3/19/24. Keep an eye on this.

AI Summary

Starboard Value LP, through its affiliate CF, has amended its Schedule 13D filing regarding Alight, Inc. The filing, dated March 19, 2024, indicates a change in beneficial ownership. Starboard Value LP is a significant investment firm based in New York.

Why It Matters

This amendment signals potential shifts in significant shareholder positions or strategies concerning Alight, Inc., which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate active engagement by significant shareholders, which can lead to volatility.

Key Players & Entities

• Starboard Value LP (company) — Filing entity
• Alight, Inc. (company) — Subject company
• CF (company) — Affiliate of Starboard Value LP
• Jeffrey C. Smith (person) — Associated with Starboard Value LP

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $198,463,230 — by Starboard V&O Fund is approximately $198,463,230, excluding brokerage commissions. The a
• $25,214,737 — ned by Starboard S LLC is approximately $25,214,737, excluding brokerage commissions. The a
• $19,562,709 — wned by Starboard C LP is approximately $19,562,709, excluding brokerage commissions. The a
• $10,983,256 — by Starboard L Master is approximately $10,983,256, excluding brokerage commissions. The a
• $64,003,922 — by Starboard X Master is approximately $64,003,922, excluding brokerage commissions. The a
• $38,866,102 — board Value LP Account is approximately $38,866,102, excluding brokerage commissions. The
• $17,981 — res beneficially owned by Dr. Dorsey is $17,981, excluding brokerage commissions. The S
• $24,979 — ares beneficially owned by Mr. Levin is $24,979, excluding brokerage commissions. The S
• $24,998 — es beneficially owned by Ms. Rushing is $24,998, excluding brokerage commissions. Item

Filing Documents

• sc13da106297352_03192024.htm (SC 13D/A) — 510KB
• 0000921895-24-000684.txt ( ) — 512KB

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 to read as follows: The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master 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 A, which is incorporated by reference herein. The aggregate purchase price of the 22,190,437 Shares beneficially owned by Starboard V&O Fund is approximately $198,463,230, excluding brokerage commissions. The aggregate purchase price of the 2,821,540 Shares beneficially owned by Starboard S LLC is approximately $25,214,737, excluding brokerage commissions. The aggregate purchase price of the 2,189,383 Shares beneficially owned by Starboard C LP is approximately $19,562,709, excluding brokerage commissions. The aggregate purchase price of the 1,228,759 Shares beneficially owned by Starboard L Master is approximately $10,983,256, excluding brokerage commissions. The aggregate purchase price of the 7,157,058 Shares beneficially owned by Starboard X Master is approximately $64,003,922, excluding brokerage commissions. The aggregate purchase price of the 4,219,823 Shares held in the Starboard Value LP Account is approximately $38,866,102, excluding brokerage commissions. The Shares beneficially owned by Dr. Dorsey are held in the Keith Dorsey and Linda Dorsey Revocable Living Trust, of which he is the co-trustee with his spouse, and were purchased in the open market with personal funds. The aggregate purchase price of the 2,000 Shares beneficially owned by Dr. Dorsey is $17,981, excluding brokerage commissions. The Shares beneficially owned by Mr. Levin are held in the Matthew Carl Levin Trust, of which he is the sole trustee, and were purchased in the open market with personal funds. The aggregate purchase price of the 2,635

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to add

Item 4 is hereby amended to add the following: On March 15, 2024, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer (the “Universal Proxy Notice”) in accordance with the notice requirements of the Federal “Universal Proxy Rules” promulgated under Rule 14a-19(b), and in satisfaction of Rule 14a-19(a)(1), of the Securities Exchange Act of 1934, as amended, notifying the Issuer as to the names of Starboard’s nominees for election to the Issuer’s board of directors (the “Board”) at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). Starboard has assumed the terms of three Class III directors currently serving on the Board will expire at the Annual Meeting. Accordingly, in the Universal Proxy Notice, Starboard stated its intention to solicit proxies for the election of Keith D. Dorsey, Matthew C. Levin and Coretha Rushing as nominees (the “Nominees”) to be elected to the Board at the Annual Meeting and designated former nominee, Gavin T. Molinelli, as an alternate nominee to be presented for election in the event any Nominee is unable (due to death, disability or otherwise) or becomes unwilling for any reason to serve as a nominee. 20 CUSIP No. 01626W101

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 547,740,219 Shares outstanding, as of February 23, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024. A. Starboard V&O Fund (a) As of the close of business on March 19, 2024, Starboard V&O Fund beneficially owned 22,190,437 Shares. Percentage: Approximately 4.1% (b) 1. Sole power to vote or direct vote: 22,190,437 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 22,190,437 4. Shared power to dispose or direct the disposition: 0 (c) The transaction in the Shares by Starboard V&O Fund since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein by reference. B. Starboard S LLC (a) As of the close of business on March 19, 2024, Starboard S LLC beneficially owned 2,821,540 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 2,821,540 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,821,540 4. Shared power to dispose or direct the disposition: 0 (c) Starboard S LLC has not entered into any transactions in the Shares since the filing of the Schedule 13D. C. Starboard C LP (a) As of the close of business on March 19, 2024, Starboard C LP beneficially owned 2,189,383 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 2,189,383 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,189,383 4. Shared power to dispose or direct the disposition: 0 (c) Starboard C LP has not entered into any transactions in the Shares since the filing of the Schedule 13D. 21 CUSIP No. 01626W101 D. Starbo

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