Starboard Value LP - Oct 30, 2022 Form 3 Insider Report for ACACIA RESEARCH CORP (ACTG)

Signature
Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
Stock symbol
ACTG
Transactions as of
Oct 30, 2022
Transactions value $
$0
Form type
3
Date filed
11/8/2022, 07:15 PM
Previous filing
Jan 25, 2022
Next filing
Nov 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ACTG Common Stock, par value $0.001 per share 2.7M Oct 30, 2022 By Starboard Value and Opportunity Master Fund Ltd F1, F2, F3
holding ACTG Common Stock, par value $0.001 per share 500K Oct 30, 2022 By Starboard Value and Opportunity S LLC F1, F2, F4
holding ACTG Common Stock, par value $0.001 per share 850K Oct 30, 2022 By Managed Account of Starboard Value LP F1, F2, F5
holding ACTG Common Stock, par value $0.001 per share 290K Oct 30, 2022 By Starboard Value and Opportunity C LP F1, F2, F6
holding ACTG Common Stock, par value $0.001 per share 275K Oct 30, 2022 By Starboard Value and Opportunity Master Fund L LP F1, F2, F7
holding ACTG Common Stock, par value $0.001 per share 382K Oct 30, 2022 By Starboard X Master Fund Ltd F1, F2, F8

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
holding ACTG Series A Convertible Preferred Stock Oct 30, 2022 Common Stock, par value $0.001 per share 189K $3.65 By Starboard Value and Opportunity Master Fund Ltd F3, F9
holding ACTG Series A Convertible Preferred Stock Oct 30, 2022 Common Stock, par value $0.001 per share 35K $3.65 By Starboard Value and Opportunity S LLC F4, F9
holding ACTG Series A Convertible Preferred Stock Oct 30, 2022 Common Stock, par value $0.001 per share 59.5K $3.65 By Managed Account of Starboard Value LP F5, F9
holding ACTG Series A Convertible Preferred Stock Oct 30, 2022 Common Stock, par value $0.001 per share 20.3K $3.65 By Starboard Value and Opportunity C LP F6, F9
holding ACTG Series A Convertible Preferred Stock Oct 30, 2022 Common Stock, par value $0.001 per share 19.3K $3.65 By Starboard Value and Opportunity Master Fund L LP F7, F9
holding ACTG Series A Convertible Preferred Stock Oct 30, 2022 Common Stock, par value $0.001 per share 26.7K $3.65 By Starboard X Master Fund Ltd F8, F9
holding ACTG Series B Warrants Oct 30, 2022 Common Stock, par value $0.001 per share 54.1M By Starboard Value and Opportunity Master Fund Ltd F3, F10, F11
holding ACTG Series B Warrants Oct 30, 2022 Common Stock, par value $0.001 per share 10M By Starboard Value and Opportunity S LLC F4, F10, F11
holding ACTG Series B Warrants Oct 30, 2022 Common Stock, par value $0.001 per share 17M By Managed Account of Starboard Value LP F5, F10, F11
holding ACTG Series B Warrants Oct 30, 2022 Common Stock, par value $0.001 per share 5.8M By Starboard Value and Opportunity C LP F6, F10, F11
holding ACTG Series B Warrants Oct 30, 2022 Common Stock, par value $0.001 per share 5.5M By Starboard Value and Opportunity Master Fund L LP F7, F10, F11
holding ACTG Series B Warrants Oct 30, 2022 Common Stock, par value $0.001 per share 7.63M By Starboard X Master Fund Ltd F8, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").
F2 To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3 Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.
F4 Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.
F5 Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.
F6 Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.
F7 Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.
F8 Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.
F9 Pursuant to a certain Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Series A Convertible Preferred Stock reported herein will be converted into shares of Common Stock on or prior to July 14, 2023, subject to the receipt of stockholder approval at the Issuer's next annual meeting of stockholders for an amendment and restatement of the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, dated as of January 7, 2020, to remove a 4.89% "blocker" provision.
F10 The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants to be cancelled immediately following the completion of a certain rights offering contemplated under the Recapitalization Agreement.
F11 The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.