Jeffrey C. Smith - Jul 29, 2021 Form 4 Insider Report for Cyxtera Technologies, Inc. (CYXTQ)

Role
Director, 10%+ Owner
Signature
/s/ Jeffrey C. Smith
Stock symbol
CYXTQ
Transactions as of
Jul 29, 2021
Transactions value $
$60,000,000
Form type
4
Date filed
8/2/2021, 09:34 PM
Previous filing
May 13, 2021
Next filing
Aug 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CYXTQ Class A Common Stock Award $60M +6M $10.00 6M Jul 29, 2021 By Starboard Value LP F1
transaction CYXTQ Class A Common Stock Award +10.5M +175.44% 16.5M Jul 29, 2021 By Starboard Value LP F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CYXTQ Warrants Award +1.85M 1.85M Jul 29, 2021 Class A common stock 1.85M By Starboard Value LP F1, F2, F3
transaction CYXTQ Optional Shares Award +3.75M 3.75M Jul 29, 2021 Class A common stock 3.75M By Starboard Value LP F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F2 The warrants and shares of Class A common stock were acquired together for an aggregate purchase price of $9.50 per share.
F3 The warrants will become exercisable 12 months from the closing of Starboard Value Acquisition Corp.'s initial public offering, which closed on September 14, 2020. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Each whole warrant will entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share (subject to adjustment).
F4 The option to purchase shares of Class A common stock at a price per share of $10.00 is exercisable by the Starboard Accounts at any time or from time to time during the six months following the day that is the first business day after the consummation of the business combination between Starboard Value Acquisition Corp. and Cyxtera Technologies, Inc., which was consummated on July 29, 2021. The option to purchase shares is being reported as acquired on July 29, 2021 due to the satisfaction of a condition precedent through the closing of the initial business combination.

Remarks:

The Reporting Person also owns a partial pecuniary interest in SVAC Sponsor LLC through his interest in the Starboard Accounts.