Jeffrey C. Smith - 21 Jan 2022 Form 4 Insider Report for Cyxtera Technologies, Inc.

Role
Director, 10%+ Owner
Signature
/s/ Jeffrey C. Smith
Issuer symbol
N/A
Transactions as of
21 Jan 2022
Net transactions value
+$37,500,000
Form type
4
Filing time
25 Jan 2022, 15:51:13 UTC
Previous filing
19 Jan 2022
Next filing
23 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CYXTQ Class A common stock Options Exercise $37,500,000 +3,750,000 +22% $10.00 20,767,571 22 Jan 2022 By Starboard Value LP F1

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 Optional Shares Options Exercise $0 -3,750,000 -100% $0.000000* 0 21 Jan 2022 Class A common stock 3,750,000 $10.00 By Starboard Value LP F1, F2
holding CYXTQ Restricted Stock Unit 3,273 21 Jan 2022 Class A common stock 3,273 Direct F3, 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 option to purchase shares of Class A common stock at a price per share of $10.00 was 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.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock.
F4 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.