Jeffrey C. Smith - Jan 14, 2022 Form 4 Insider Report for Cyxtera Technologies, Inc. (CYXTQ)

Role
Director, 10%+ Owner
Signature
/s/ Jeffrey C. Smith
Stock symbol
CYXTQ
Transactions as of
Jan 14, 2022
Transactions value $
$0
Form type
4
Date filed
1/19/2022, 07:37 PM
Previous filing
Nov 23, 2021
Next filing
Jan 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CYXTQ Class A common stock Options Exercise +491K +2.97% 17M Jan 14, 2022 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 Options Exercise -1.85M -100% 0 Jan 14, 2022 Class A common stock 1.85M By Starboard Value LP F1, F2, F3
holding CYXTQ Optional Shares 3.75M Jan 14, 2022 Class A common stock 3.75M By Starboard Value LP F2, F4
holding CYXTQ Restricted Stock Unit 3.27K Jan 14, 2022 Class A common stock 3.27K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the Cyxtera Technologies, Inc. (the "Issuer") determination to redeem its outstanding warrants, the warrants permit the holder to cashlessly exercise the warrants at the stated rate of 0.265 shares of Class A Common Stock per warrant.
F2 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.
F3 The warrants became exercisable 12 months from the closing of Starboard Value Acquisition Corp.'s ("SVAC") initial public offering, which closed on September 14, 2020. The warrants would have expired five years after the completion of the business combination between SVAC, Mundo Merger Sub 1, Inc., Mundo Merger Sub 2, LLC, the Issuer and Mundo Holdings, Inc. or earlier upon redemption or liquidation. Each whole warrant would have entitled 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.
F5 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock.
F6 The RSUs vest on October 1, 2022 and have no expiration date.

Remarks:

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