Sec Form 13D Filing - Starboard Value LP filing for Alight Inc. (ALIT) - 2024-02-21

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Alight, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

01626W101

(CUSIP Number) 

JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 13, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 01626W101

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         39,807,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          39,807,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        39,807,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

2

CUSIP No. 01626W101

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         22,190,437  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          22,190,437  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        22,190,437*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.3%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

* Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

3

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY S LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,821,540  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,821,540  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,821,540  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY C LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,189,383  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,189,383  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,189,383  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,189,383  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,189,383  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,189,383  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,228,759  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,228,759  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,228,759  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

7

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,228,759  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,228,759  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,228,759  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

8

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,418,142  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,418,142  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,418,142  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

9

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD X MASTER FUND LTD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         7,157,058  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          7,157,058  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,157,058  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.4%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

10

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         39,807,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          39,807,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        39,807,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

11

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PER SON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         39,807,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          39,807,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        39,807,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

12

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         39,807,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          39,807,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        39,807,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

13

CUSI P No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         39,807,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          39,807,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        39,807,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

14

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        PETER A. FELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         39,807,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          39,807,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        39,807,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

*Includes 8,967,289 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

15

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        KEITH D. DORSEY  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

16

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        MATTHEW C. LEVIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,635  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,635  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,635  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

17

CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        GAVIN T. MOLINELLI  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

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CUSIP No. 01626W101

 

  1   NAME OF REPORTING PERSON  
         
        CORETHA RUSHING  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

19

CUSIP No. 01626W101

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Class A Common Stock, par value $0.0001 per share (the “Shares”), of Alight, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4 Overlook Point, Lincolnshire, Illinois 60069.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(viii)Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(x)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xi)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
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CUSIP No. 01626W101

(xii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xiii)Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
(xiv)Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
(xv)Keith D. Dorsey, as a nominee for the Board of Directors of the Issuer (the “Board”);
(xvi)Matthew C. Levin, as a nominee for the Board;
(xvii)Gavin T. Molinelli, as a nominee for the Board; and
(xviii)Coretha Rushing, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP and Mr. Molinelli is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Dr. Dorsey is 81075 Monarchos Circle, La Quinta, California 92253. The principal business address of Mr. Levin is 1702 North Burling Street, Chicago, Illinois 60614. The principal business address of Ms. Rushing is 2221 Peachtree Street, NE, STE D322, Atlanta, Georgia 30309.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Dr. Dorsey is serving as a Managing Partner and the U.S. Practice Leader of CEO & Board services at Boyden. The principal occupation of Mr. Levin is serving as the Chief Executive Officer of People2.0. The principal occupation of Mr. Molinelli is serving as a Senior Partner and Co-Portfolio Manager of Starboard Value LP. The principal occupation of Ms. Rushing is serving as a Managing Director and Executive Mentor for The ExCo Group, LLC.

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CUSIP No. 01626W101

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith, Feld, Levin, and Molinelli, Dr. Dorsey and Ms. Rushing are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3.Source and Amount of Funds or Other Consideration.

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 B, which is incorporated by reference herein. The aggregate purchase price of the 13,223,148 Shares beneficially owned by Starboard V&O Fund is approximately $122,003,641, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts for the purchase of 8,967,289 Shares by Starboard V&O Fund is approximately $75,551,725, 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 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 Shares beneficially owned by Mr. Levin is $24,979, excluding brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

22

CUSIP No. 01626W101

 

On February 16, 2024, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of highly qualified director candidates, including Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing (collectively, the “Nominees”), for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). As evidenced by their detailed biographies below, the Nominees have backgrounds spanning human capital management, management consulting, corporate strategy, finance, private equity, restructuring, strategic transformation and public company governance. Starboard carefully selected this highly qualified slate of Nominees who collectively have substantial and highly successful experience in the human capital management sector, including decades of experience as senior executives and directors of well-performing human capital management and consulting companies. Starboard expects that three of the Issuer’s current Board members will be standing for election at the Annual Meeting, and if that remains the case, Starboard has indicated that it would withdraw one of its nominees.

 

Keith D. Dorsey currently serves as a Managing Partner and the U.S. Practice Leader of CEO & Board services at Boyden, a global executive search firm, since April 2022 and as President and Executive Advisor for Dorsey Management Consulting, an executive advisory and business consulting firm since February 2019. Previously, Dr. Dorsey served as Executive Vice President, Global Head of Sales at Alight Solutions (n/k/a Alight, Inc. (NYSE: ALIT)), a cloud-based human capital technology and services provider, from May 2017 to January 2019; he served in various senior global sales roles at Aon Hewitt, a human capital management services subsidiary of Aon plc (NYSE: AON), a leading professional services firm providing a broad range of risk, retirement, and health solutions, from 2011 to 2017; he served as Vice President, Point Solutions Sales with Hewitt Associates, Inc. (formerly NYSE: HEW), a leader in health, retirement and human capital consulting, and outsourcing services, from 2007 to 2011; and he served in various sales and management roles of increasing responsibility at Paychex, Inc. (NASDAQ: PAYX), a human capital management solutions company, from 1990 to 2007. Prior to that, Dr. Dorsey worked in the insurance industry and served in the U.S. Air Force, a branch of the United States Armed Forces. Previously, Dr. Dorsey served as a director on the board of Vimly Benefit Solutions, Inc., an employee benefits technology and third-party administration company, from January 2022 to January 2024 and he served as a director on the board of Orion Talent, a talent advisory and recruitment company, from May 2019 to December 2021. Dr. Dorsey serves on the City of La Quinta’s Financial Advisory Commission, an advisory commission to the City of La Quinta, California, including as its Chair since August 2023, as its Vice Chair from July 2022 to August 2023, and as Commissioner from July 2021 to July 2022. Dr. Dorsey received his EdD from the University of Southern California, his MBA from Pepperdine University, and his B.S. from Charter Oak State College.

Matthew C. Levin currently serves as the Chief Executive Officer of People2.0, a leading global employer of record (EOR) and agent of record (AOR) services provider, since September 2023. Previously, Mr. Levin served as the President, Chief Executive Officer and a member of the board of directors of Benefitfocus, Inc. (“Benefitfocus”)(formerly NASDAQ: BNFT), a cloud-based software solutions company for health care and benefits administration, from May 2021 until it was acquired by Voya Financial, Inc. (“Voya”)(NYSE: VOYA) in January 2023. Following the acquisition, Mr. Levin continued to serve as Chief Executive Officer of Benefitfocus, as a subsidiary of Voya, until April 2023. Prior to that, Mr. Levin served as Chief Strategy Officer of Automatic Data Processing, Inc. (NASDAQ: ADP), a leading provider of human capital management solutions, from November 2018 until April 2021. Prior to that, he was a Managing Partner of Psilos Group Managers, a growth equity firm where he specialized in technology-enabled services investments, from January 2017 to October/ 2018. Prior to that, Mr. Levin was Executive Vice President and Head of Global Strategy of Aon plc (NYSE: AON), a leading professional services firm providing a broad range of risk, retirement, and health solutions, from August 2011 to December 2016. Prior to Aon plc, Mr. Levin served as Senior Vice President of Corporate Development and Strategy for Hewitt Associates, Inc. (formerly NYSE: HEW), a leader in health, retirement and human capital consulting, and outsourcing services, from 2007 to 2011. He was a core member of the team that led the $4.9 billion merger between Aon Consulting and Hewitt Associates, Inc., creating an industry-leading benefits and human resources solutions firm. Earlier in his career, he served as Senior Vice President of Corporate Development and Strategic Planning for IHS Inc. (formerly NYSE: IHS) and as Vice President, Global Operations Officer for the human capital solutions business at Hudson Highland Group, Inc. (formerly NASDAQ: HHGP). Mr. Levin began his career in the First Scholar Program at First Chicago NBD, now JP Morgan Chase, before serving as a management consultant at Sibson & Company. Since June 2023, Mr. Levin has served on the boards of directors of First Dollar, Inc., a technology company that provides infrastructure for health spending benefits, and Vida Health, Inc., a leading provider of virtual cardiometabolic care services. Previously, he served on the boards of directors of Aircraft Technical Publishers, an information services and software solutions company, from January 2016 to November 2018 and OneDigital Health and Benefits (n/k/a Digital Insurance LLC), a healthcare company, from May 2017 to November 2018. Mr. Levin received an MBA from the University of Chicago Booth School of Business and a B.A. from Northwestern University.

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CUSIP No. 01626W101

Gavin T. Molinelli is a Senior Partner and Co-Portfolio Manager of Starboard Value LP, an investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies. Prior to Starboard Value LP’s formation in 2011, as part of the spin-off, Mr. Molinelli was a Director and an Investment Analyst at Ramius LLC for the funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius LLC in October 2006, Mr. Molinelli was a member of the Technology Investment Banking group at Banc of America Securities LLC. Mr. Molinelli currently serves as Chair of the Board of Directors of Acacia Research Corporation (NASDAQ: ACTG), a company focused on acquiring and operating attractive businesses across the industrial, healthcare, energy, and mature technology sectors to drive value, since October 2022. Mr. Molinelli previously serv ed on the Board of Directors of each of Forest City Realty Trust, Inc. (formerly NYSE: FCEA), a real estate investment trust, from April 2018 until its acquisition by Brookfield Asset Management Inc. (NYSE: BAM) in December 2018, Depomed, Inc. (n/k/a Assertio Therapeutics, Inc. (NASDAQ: ASRT)), a specialty pharmaceutical company, from March 2017 to August 2017 and Wausau Paper Corp. (formerly NYSE: WPP), a then leading provider of away from home towel and tissue products, from July 2014 until it was acquired by SCA Tissue North America LLC in January 2016. Mr. Molinelli also previously served on the Board of Directors of Actel Corporation (formerly NASDAQ: ACTL), a semiconductor company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University.

Coretha Rushing currently serves as Managing Director and Executive Mentor for The ExCo Group, LLC (formerly Merryck & Co. Americas, LLC), a global executive coaching and mentoring firm, since February 2020 and as the President of CR Consulting Alliance, LLC, a human resource consulting firm, since November 2019. Previously, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer for Equifax Inc. (NYSE: EFX), a consumer credit reporting agency, from May 2006 to January 2020. Ms. Rushing also served in various roles of increasing responsibility at The Coca-Cola Company (NYSE: KO), a multinational beverage corporation, from 1996 to 2004, including as Senior Vice President, Chief Human Resources Officer. She also served in human resources positions of increasing responsibility at International Business Machines Corporation (NYSE: IBM), an international business solutions company and PepsiCo, Inc. (NASDAQ: PEP), a global food and beverage company. Ms. Rushing has served on the Boards of Directors of ThredUp Inc. (NASDAQ: TDUP), an online resale platform, since January 2022 and 2U, Inc. (NASDAQ: TWOU), an educational technology company, since April 2016. Previously, she served on the Board of Directors of Benefitfocus, Inc. (formerly NASDAQ: BNFT), a cloud-based software solutions company for health care and benefits administration, from March 2021 until it was acquired by Voya Financial, Inc. (NYSE: VOYA) in January 2023. Ms. Rushing also previously served on the Board of Directors of The Society for Human Resource Management, including most recently as Chair and then Chair Emeritus, from May 2016 to December 2019. Ms. Rushing currently serves as an external member of the Board of Directors of Spencer Stuart, a global search firm and professional services firm, since February 2021, and as a member of the Board of Directors of the Big Brothers and Big Sisters of Atlanta, from April 2009 to June 2012, where she chaired the Fundraising and Development Committee responsible for financing their new facility. Ms. Rushing received her Masters of Education in Human Resources and Counseling from The George Washington University and a B.S. from East Carolina University.

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CUSIP No. 01626W101

Starboard intends to engage in discussions with management and the Board of the Issuer regarding Board representation and the composition of the Issuer’s Board, generally.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 510,900,000 Shares outstanding, as of December 31, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024.

A.Starboard V&O Fund
(a)As of the close of business on February 21, 2024, Starboard V&O Fund beneficially owned 22,190,437 Shares, including 8,967,289 Shares underlying certain forward purchase contracts.

Percentage: Approximately 4.3%

(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

 

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CUSIP No. 01626W101

(c)The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
B.Starboard S LLC
(a)As of the close of business on February 21, 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)The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
C.Starboard C LP
(a)As of the close of business on February 21, 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)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
D.Starboard R LP
(a)As the general partner of Starboard C LP, Starboard R LP may be deemed the beneficial owner of the 2,189,383 Shares owned by Starboard C LP.

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 R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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CUSIP No. 01626W101

E.Starboard L Master
(a)As of the close of business on February 21, 2024, Starboard L Master beneficially owned 1,228,759 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,228,759
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,228,759
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
F.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 1,228,759 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,228,759
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,228,759
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.Starboard R GP
(a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 2,189,383 Shares owned by Starboard C LP and (ii) 1,228,759 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 3,418,142
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,418,142
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
H.Starboard X Master
(a)As of the close of business on February 21, 2024, Starboard X Master beneficially owned 7,157,058 Shares.

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CUSIP No. 01626W101

Percentage: Approximately 1.4%

(b)1. Sole power to vote or direct vote: 7,157,058
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,157,058
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Value LP
(a)As of the close of business on February 21, 2024, 4,219,823 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.8%

(b)1. Sole power to vote or direct vote: 39,807,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 39,807,000
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.8%

(b)1. Sole power to vote or direct vote: 39,807,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 39,807,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
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CUSIP No. 01626W101

K.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 254,062 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.8%

(b)1. Sole power to vote or direct vote: 39,807,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 39,807,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.8%

(b)1. Sole power to vote or direct vote: 39,807,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 39,807,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
M.Messrs. Smith and Feld
(a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 22,190,437 Shares owned by Starboard V&O Fund, (ii) 2,821,540 Shares owned by Starboard S LLC, (iii) 2,189,383 Shares owned by Starboard C LP, (iv) 1,228,759 Shares owned by Starboard L Master, (v) 7,157,058 Shares owned by Starboard X Master and (vi) 4,219,823 Shares held in the Starboard Value LP Account.

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CUSIP No. 01626W101

Percentage: Approximately 7.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 39,807,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 39,807,000

 

(c)None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
N.Dr. Dorsey
(a)As of the close of business on February 21, 2024, Dr. Dorsey did not own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)Dr. Dorsey has not entered into any transactions in the Shares during the past sixty days.
O.Mr. Levin
(a)As of the close of business on February 21, 2024, Mr. Levin beneficially owned 2,635 Shares held directly by the Matthew Carl Levin Trust, of which he is the sole trustee.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 2,635
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,635
4. Shared power to dispose or direct the disposition: 0

 

(c)The transaction in the Shares by Mr. Levin during the past sixty days is set forth in Schedule B and is incorporated herein by reference.
P.Mr. Molinelli
(a)As of the close of business on February 21, 2024, Mr. Molinelli did not own any Shares.

Percentage: 0%

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CUSIP No. 01626W101

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Molinelli has not entered into any transactions in the Shares during the past sixty days.
Q.Ms. Rushing
(a)As of the close of business on February 21, 2024, Ms. Rushing did not own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)Ms. Rushing has not entered into any transactions in the Shares during the past sixty days.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

On February 16, 2024, the Reporting Persons entered into a Group Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), (c) each of the Nominees (other than Mr. Molinelli) agreed that he or she will not undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Starboard and (d) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value Account agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Starboard has signed separate letter agreements (the “Indemnification Letter Agreements”) with each of the Nominees (other than Mr. Molinelli) pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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CUSIP No. 01626W101

Starboard has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Nominees (other than Mr. Molinelli), pursuant to which it has agreed to pay each of such Nominees: (i) $25,000 in cash as a result of the submission by Starboard of its nomination of such Nominee to the Issuer and (ii) $25,000 in cash upon the filing by Starboard of a definitive proxy statement with the SEC relating to the Solicitation. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”), subject to Starboard’s right to waive the requirement to purchase the Nominee Shares. Pursuant to the Compensat ion Letter Agreements, each of such Nominees has agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard’s withdrawal of its nomination of such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer enters into a business combination with a third party, each of such Nominees, may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 8,967,289 Shares (each a “UBS Forward Contract” and collectively, the “UBS Forward Contracts”). Each of the UBS Forward Contracts has a final valuation date of June 9, 2025, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the UBS Forward Contracts give Starboard V&O Fund voting or dispositive control over the Shares to which such contracts relate.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Group Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld, Keith D. Dorsey, Matthew C. Levin, Gavin T. Molinelli and Coretha Rushing, dated February 16, 2024.
99.2Form of Indemnification Letter Agreement.
99.3Form of Compensation Letter Agreement.
99.4Powers of Attorney.

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CUSIP No. 01626W101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 21, 2024

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

 

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

By: Starboard Value L LP,

its general partner

 

 

 

 

 

STARBOARD VALUE L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE R GP LLC

 

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Peter A. Feld, Gavin T. Molinelli, Keith D. Dorsey, Matthew C. Levin and Coretha Rushing

 

 

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CUSIP No. 01626W101

 

SCHEDULE A

 

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

 

Name and Position Principal Occupation Principal Business Address Citizenship
       
Patrick Agemian Director Director of Global Funds Management, Ltd.

PO Box 10034, Buckingham Square

2nd Floor

720A West Bay Road

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Kenneth R. Marlin

Director

Chief Financial Officer, Starboard Value LP

Starboard Value LP

201 E Las Olas Boulevard, Suite 1000,

Fort Lauderdale, Florida 33301

United States of America
       

Alaina Danley

Director

 

Managing Director of Waystone Governance Ltd.

Waystone Governance Ltd.

Suite 5B201, 2nd Floor

One Nexus Way

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

 

Cayman Islands

 

CUSIP No. 01626W101


SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Purchase of Common Stock 553,000 8.1800 01/02/2024
Purchase of Common Stock 553,000 8.1800 01/02/2024
Purchase of Common Stock 12,954 8.2350 01/04/2024
Purchase of Common Stock 12,954 8.2350 01/04/2024
Purchase of Common Stock 31,839 8.2194 01/04/2024
Purchase of Common Stock 31,839 8.2194 01/04/2024
Purchase of Common Stock 20,738 8.2985 01/04/2024
Purchase of Common Stock 20,737 8.2985 01/04/2024
Purchase of Common Stock 276,500 8.7490 01/05/2024
Purchase of Common Stock 276,500 8.7490 01/05/2024
Purchase of Common Stock 27,899 8.7500 01/05/2024
Purchase of Common Stock 27,899 8.7500 01/05/2024
Purchase of Common Stock 28 8.7600 01/05/2024
Purchase of Common Stock 28 8.7600 01/05/2024
Purchase of Common Stock 138,250 8.6363 01/05/2024
Purchase of Common Stock 138,250 8.6363 01/05/2024
Purchase of Common Stock 110,600 8.8198 01/08/2024
Purchase of Common Stock 110,600 8.8198 01/08/2024
Purchase of Common Stock 414,750 8.4600 01/08/2024
Purchase of Common Stock 414,750 8.4600 01/08/2024
Purchase of Common Stock 96,775 8.6468 01/09/2024
Purchase of Common Stock 96,775 8.6468 01/09/2024
Purchase of Common Stock 138,250 8.6643 01/09/2024
Purchase of Common Stock 138,250 8.6643 01/09/2024
Purchase of Common Stock 69,125 8.6000 01/10/2024
Purchase of Common Stock 69,125 8.6000 01/10/2024
Purchase of Common Stock 17,136 8.5968 01/10/2024
Purchase of Common Stock 17,136 8.5968 01/10/2024
Purchase of Common Stock 12,305 8.6008 01/10/2024
Purchase of Common Stock 12,305 8.6008 01/10/2024
Purchase of Common Stock 145 8.7400 01/10/2024
Purchase of Common Stock 144 8.7400 01/10/2024
Purchase of Common Stock 138,250 8.5988 01/10/2024
Purchase of Common Stock 138,250 8.5988 01/10/2024
Purchase of Common Stock 138,250 8.5083 01/11/2024
Purchase of Common Stock 138,250 8.5083 01/11/2024
Purchase of Common Stock 99,817 8.3786 01/12/2024
Purchase of Common Stock 99,816 8.3786 01/12/2024
Purchase of Common Stock 553,000 8.3500 01/12/2024
Purchase of Common Stock 553,000 8.3500 01/12/2024
Sale of Common Stock (276,500) 8.2010 01/16/2024
Sale of Common Stock (276,500) 8.1962 01/16/2024
Sale of Common Stock (276,500) 8.1951 01/16/2024
Sale of Common Stock (276,500) 8.1981 01/16/2024
Purchase of Common Stock 69,125 8.2183 01/16/2024
Purchase of Common Stock 69,125 8.2183 01/16/2024
Purchase of Common Stock 359,450 8.2200 01/16/2024
Purchase of Common Stock 359,450 8.2200 01/16/2024
Purchase of Forward Contract 1,106,000 8.2011 01/16/2024
Sale of Common Stock (276,500) 8.2232 01/17/2024
Sale of Common Stock (276,500) 8.2222 01/17/2024
Sale of Common Stock (276,500) 8.2206 01/17/2024
Sale of Common Stock (276,500) 8.2227 01/17/2024
Purchase of Common Stock 41,475 8.2309 01/17/2024
Purchase of Common Stock 41,475 8.2309 01/17/2024
Purchase of Common Stock 48,388 8.1939 01/17/2024
Purchase of Common Stock 48,387 8.1939 01/17/2024
Purchase of Forward Contract 1,106,000 8.2251 01/17/2024
Sale of Common Stock (276,500) 8.1523 01/18/2024
Sale of Common Stock (276,500) 8.1503 01/18/2024
Sale of Common Stock (276,500) 8.1526 01/18/2024
Sale of Common Stock (276,500) 8.1444 01/18/2024
Purchase of Forward Contract 1,106,000 8.1556 01/18/2024
Purchase of Common Stock 276,500 8.7500 01/22/2024
Purchase of Common Stock 276,500 8.7500 01/22/2024
Sale of Common Stock (276,500) 9.0400 01/23/2024
Sale of Common Stock (276,500) 9.0393 01/23/2024
Sale of Common Stock (276,500) 9.0391 01/23/2024
Purchase of Common Stock 69,125 8.9985 01/23/2024
Purchase of Common Stock 69,125 8.9985 01/23/2024
Purchase of Common Stock 55,300 9.0150 01/23/2024
Purchase of Common Stock 55,300 9.0150 01/23/2024
Purchase of Forward Contract 829,500 9.0452 01/23/2024
Sale of Common Stock (276,500) 9.0589 01/24/2024
Sale of Common Stock (276,500) 9.0528 01/24/2024
Sale of Common Stock (276,500) 9.0585 01/24/2024
Purchase of Common Stock 55,300 9.1081 01/24/2024
Purchase of Common Stock 55,300 9.1081 01/24/2024
Purchase of Common Stock 82,950 9.0059 01/24/2024
Purchase of Common Stock 82,950 9.0059 01/24/2024
Purchase of Forward Contract 829,500 9.0638 01/24/2024
Sale of Common Stock (276,500) 9.0115 01/25/2024
Sale of Common Stock (276,500) 9.0092 01/25/2024
Sale of Common Stock (276,500) 9.0095 01/25/2024
Purchase of Forward Contract 829,500 9.0148 01/25/2024
Sale of Common Stock (276,500) 9.0606 01/26/2024
Purchase of Common Stock 138,250 9.0532 01/26/2024
Purchase of Common Stock 138,250 9.0532 01/26/2024
Purchase of Forward Contract 276,500 9.0642 01/26/2024
Sale of Common Stock (276,500) 9.0029 01/29/2024
Sale of Common Stock (276,500) 9.0021 01/29/2024
Sale of Common Stock (276,500) 9.0018 01/29/2024
Purchase of Forward Contract 829,500 9.0080 01/29/2024
Sale of Common Stock (553,001) 8.9895 01/31/2024
Sale of Common Stock (276,500) 8.9884 01/31/2024
Purchase of Common Stock 5,323 9.0696 01/31/2024
Purchase of Common Stock 5,323 9.0696 01/31/2024
Purchase of Common Stock 207 9.0600 01/31/2024
Purchase of Common Stock 207 9.0600 01/31/2024
Purchase of Common Stock 193,550 8.9703 01/31/2024
Purchase of Common Stock 193,550 8.9703 01/31/2024
Purchase of Common Stock 55,300 8.9300 01/31/2024
Purchase of Common Stock 55,300 8.9300 01/31/2024
Purchase of Forward Contract 829,501 8.9936 01/31/2024
Sale of Common Stock (160,977) 8.9585 02/01/2024
Sale of Common Stock (115,523) 8.9585 02/01/2024
Sale of Common Stock (160,977) 8.9569 02/01/2024
Sale of Common Stock (115,523) 8.9569 02/01/2024
Sale of Common Stock (160,976) 8.9594 02/01/2024
Sale of Common Stock (115,524) 8.9594 02/01/2024
Purchase of Common Stock 55,600 8.9013 02/01/2024
Purchase of Common Stock 55,600 8.9013 02/01/2024
Purchase of Forward Contract 829,500 8.9663 02/01/2024
Purchase of Common Stock 111,200 8.9913 02/05/2024
Purchase of Common Stock 111,200 8.9913 02/05/2024
Purchase of Common Stock 4,631 8.9984 02/06/2024
Purchase of Common Stock 4,631 8.9984 02/06/2024
Purchase of Common Stock 84,790 8.9994 02/07/2024
Purchase of Common Stock 84,790 8.9994 02/07/2024
Purchase of Common Stock 95 9.0000 02/07/2024
Purchase of Common Stock 95 9.0000 02/07/2024
Purchase of Common Stock 139 8.9729 02/08/2024
Purchase of Common Stock 139 8.9729 02/08/2024
Purchase of Common Stock 29,707 9.2014 02/08/2024
Purchase of Common Stock 29,707 9.2014 02/08/2024
Purchase of Common Stock 120,552 9.1822 02/08/2024
Purchase of Common Stock 120,552 9.1822 02/08/2024
Sale of Common Stock (161,664) 9.1180 02/08/2024
Sale of Common Stock (338,595) 9.1180 02/08/2024
Purchase of Forward Contract 500,259 9.1244 02/08/2024
Purchase of Common Stock 278,000 9.2550 02/09/2024
Purchase of Common Stock 278,000 9.2550 02/09/2024
Purchase of Common Stock 21,128 9.2243 02/09/2024
Purchase of Common Stock 21,128 9.2243 02/09/2024
Purchase of Common Stock 4,365 9.4150 02/12/2024
Purchase of Common St 4,364 9.4150 02/12/2024
Purchase of Common Stock 264,100 9.4617 02/12/2024
Purchase of Common St 264,100 9.4617 02/12/2024
Purchase of Common Stock 83,206 9.4450 02/12/2024
Purchase of Common St 83,205 9.4450 02/12/2024
Sale of Common Stock (163,201) 9.4305 02/12/2024
Sale of Common Stock (114,796) 9.4305 02/12/2024
Sale of Common Stock (163,201) 9.4300 02/12/2024
Sale of Common Stock (114,796) 9.4300 02/12/2024
Sale of Common Stock (163,200) 9.4306 02/12/2024
Sale of Common Stock (114,795) 9.4306 02/12/2024
Purchase of Forward Contract 833,989 9.4347 02/12/2024
Purchase of Common Stock 69,500 9.2500 02/13/2024
Purchase of Common Stock 69,500 9.2500 02/13/2024
Purchase of Common Stock 556,000 9.3058 02/13/2024
Purchase of Common Stock 556,000 9.3058 02/13/2024
Purchase of Common Stock 82,141 9.2636 02/13/2024
Purchase of Common Stock 82,141 9.2636 02/13/2024
Purchase of Common Stock 147 9.3471 02/13/2024
Purchase of Common Stock 147 9.3471 02/13/2024
Exercise of Forward Contract 6,587,749 9.1196 02/14/2024
Purchase of Common Stock 55,600 9.4598 02/14/2024
Purchase of Common Stock 55,600 9.4598 02/14/2024
Purchase of Common Stock 139,000 9.4527 02/14/2024
Purchase of Common Stock 139,000 9.4527 02/14/2024
Purchase of Common Stock 69,500 9.4491 02/14/2024
Purchase of Common Stock 69,500 9.4491 02/14/2024
Purchase of Common Stock 278,000 9.5910 02/16/2024
Purchase of Common Stock 278,000 9.5910 02/16/2024
Purchase of Common Stock 69,500 9.5978 02/16/2024
Purchase of Common Stock 69,500 9.5978 02/16/2024
Purchase of Common Stock 16,024 9.6150 02/16/2024
Purchase of Common Stock 16,024 9.6150 02/16/2024
Purchase of Common Stock 57,564 9.5618 02/16/2024
Purchase of Common Stock 57,564 9.5618 02/16/2024
Purchase of Common Stock 69,500 9.5109 02/20/2024
Purchase of Common Stock 69,500 9.5109 02/20/2024
Purchase of Common Stock 139,000 9.4886 02/20/2024
Purchase of Common Stock 139,000 9.4886 02/20/2024
Purchase of Common Stock 55,600 9.5666 02/20/2024
Purchase of Common Stock 55,600 9.5666 02/20/2024
Purchase of Common Stock 305,800 9.4457 02/20/2024
Purchase of Common Stock 305,800 9.4457 02/20/2024
Purchase of Common Stock 194,600 9.4756 02/20/2024
Purchase of Common Stock 194,600 9.4756 02/20/2024
Purchase of Common Stock 258 9.4715 02/20/2024
Purchase of Common Stock 258 9.4715 02/20/2024
Purchase of Common Stock 37,632 9.4755 02/20/2024
Purchase of Common Stock 37,632 9.4755 02/20/2024
Purchase of Common Stock 157,904 9.5683 02/20/2024
Purchase of Common Stock 157,904 9.5683 02/20/2024
Purchase of Forward Contract 2,900,000 9.0083 02/21/2024
Purchase of Common Stock 139,000 8.7416 02/21/2024
Purchase of Common Stock 139,000 8.7416 02/21/2024
Purchase of Common Stock 69,500 8.7715 02/21/2024
Purchase of Common Stock 69,500 8.7715 02/21/2024
Purchase of Common Stock 97,300 8.8836 02/21/2024
Purchase of Common Stock 97,300 8.8836 02/21/2024
Purchase of Common Stock 69,500 8.9107 02/21/2024
Purchase of Common Stock 69,500 8.9107 02/21/2024
Purchase of Common Stock 70,195 8.7480 02/21/2024
Purchase of Common Stock 70,195 8.7480 02/21/2024
Purchase of Common Stock 110,505 8.7575 02/21/2024
Purchase of Common Stock 110,505 8.7575 02/21/2024
Purchase of Common Stock 2,587 9.0833 02/21/2024
Purchase of Common Stock 1,403 9.1970 02/21/2024
Purchase of Common Stock 508 9.2956 02/21/2024
Purchase of Common Stock 3,382 9.0083 02/21/2024

CUSIP No. 01626W101

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Purchase of Common Stock 142,000 8.1800 01/02/2024
Purchase of Common Stock 3,326 8.2350 01/04/2024
Purchase of Common Stock 8,176 8.2194 01/04/2024
Purchase of Common Stock 5,325 8.2985 01/04/2024
Purchase of Common Stock 71,000 8.7490 01/05/2024
Purchase of Common Stock 7,164 8.7500 01/05/2024
Purchase of Common Stock 7 8.7600 01/05/2024
Purchase of Common Stock 35,500 8.6363 01/05/2024
Purchase of Common Stock 28,400 8.8198 01/08/2024
Purchase of Common Stock 106,500 8.4600 01/08/2024
Purchase of Common Stock 24,850 8.6468 01/09/2024
Purchase of Common Stock 35,500 8.6643 01/09/2024
Purchase of Common Stock 17,750 8.6000 01/10/2024
Purchase of Common Stock 4,400 8.5968 01/10/2024
Purchase of Common Stock 3,160 8.6008 01/10/2024
Purchase of Common Stock 37 8.7400 01/10/2024
Purchase of Common Stock 35,500 8.5988 01/10/2024
Purchase of Common Stock 35,500 8.5083 01/11/2024
Purchase of Common Stock 25,631 8.3786 01/12/2024
Purchase of Common Stock 142,000 8.3500 01/12/2024
Sale of Common Stock (35,500) 8.2010 01/16/2024
Sale of Common Stock (35,500) 8.1962 01/16/2024
Sale of Common Stock (35,500) 8.1951 01/16/2024
Sale of Common Stock (35,500) 8.1981 01/16/2024
Purchase of Common Stock 17,750 8.2183 01/16/2024
Purchase of Common Stock 92,300 8.2200 01/16/2024
Purchase of Forward Contract 142,000 8.2011 01/16/2024
Sale of Common Stock (35,500) 8.2232 01/17/2024
Sale of Common Stock (35,500) 8.2222 01/17/2024
Sale of Common Stock (35,500) 8.2206 01/17/2024
Sale of Common Stock (35,500) 8.2227 01/17/2024
Purchase of Common Stock 10,650 8.2309 01/17/2024
Purchase of Common Stock 12,425 8.1939 01/17/2024
Purchase of Forward Contract 142,000 8.2251 01/17/2024
Sale of Common Stock (35,500) 8.1523 01/18/2024
Sale of Common Stock (35,500) 8.1503 01/18/2024
Sale of Common Stock (35,500) 8.1526 01/18/2024
Sale of Common Stock (35,500) 8.1444 01/18/2024
Purchase of Forward Contract 142,000 8.1556 01/18/2024
Purchase of Common Stock 71,000 8.7500 01/22/2024
Sale of Common Stock (35,500) 9.0400 01/23/2024
Sale of Common Stock (35,500) 9.0393 01/23/2024
Sale of Common Stock (35,500) 9.0391 01/23/2024
Purchase of Common Stock 17,750 8.9985 01/23/2024
Purchase of Common Stock 14,200 9.0150 01/23/2024
Purchase of Forward Contract 106,500 9.0452 01/23/2024
Sale of Common Stock (35,500) 9.0589 01/24/2024
Sale of Common Stock (35,500) 9.0528 01/24/2024
Sale of Common Stock (35,500) 9.0585 01/24/2024
Purchase of Common Stock 14,200 9.1081 01/24/2024
Purchase of Common Stock 21,300 9.0059 01/24/2024
Purchase of Forward Contract 106,500 9.0638 01/24/2024
Sale of Common Stock (35,500) 9.0115 01/25/2024
Sale of Common Stock (35,500) 9.0092 01/25/2024
Sale of Common Stock (35,500) 9.0095 01/25/2024
Purchase of Forward Contract 106,500 9.0148 01/25/2024
Sale of Common Stock (35,500) 9.0606 01/26/2024
Purchase of Common Stock 35,500 9.0532 01/26/2024
Purchase of Forward Contract 35,500 9.0642 01/26/2024
Sale of Common Stock (35,500) 9.0029 01/29/2024
Sale of Common Stock (35,500) 9.0021 01/29/2024
Sale of Common Stock (35,500) 9.0018 01/29/2024
Purchase of Forward Contract 106,500 9.0080 01/29/2024
Sale of Common Stock (71,000) 8.9895 01/31/2024
Sale of Common Stock (35,500) 8.9884 01/31/2024
Purchase of Common Stock 1,367 9.0696 01/31/2024
Purchase of Common Stock 53 9.0600 01/31/2024
Purchase of Common Stock 49,700 8.9703 01/31/2024
Purchase of Common Stock 14,200 8.9300 01/31/2024
Purchase of Forward Contract 106,500 8.9936 01/31/2024
Sale of Common Stock (35,500) 8.9585 02/01/2024
Sale of Common Stock (35,500) 8.9569 02/01/2024
Sale of Common Stock (35,500) 8.9594 02/01/2024
Purchase of Common Stock 14,200 8.9013 02/01/2024
Purchase of Forward Contract 106,500 8.9663 02/01/2024
Purchase of Common Stock 28,400 8.9913 02/05/2024
Purchase of Common Stock 1,183 8.9984 02/06/2024
Purchase of Common Stock 21,655 8.9994 02/07/2024
Purchase of Common Stock 24 9.0000 02/07/2024
Purchase of Common Stock 36 8.9729 02/08/2024
Purchase of Common Stock 7,587 9.2014 02/08/2024
Purchase of Common Stock 30,788 9.1822 02/08/2024
Sale of Common Stock (63,900) 9.1180 02/08/2024
Purchase of Forward Contract 63,900 9.1244 02/08/2024
Purchase of Common Stock 71,000 9.2550 02/09/2024
Purchase of Common Stock 5,396 9.2243 02/09/2024
Purchase of Common Stock 1,115 9.4150 02/12/2024
Purchase of Common Stock 67,450 9.4617 02/12/2024
Purchase of Common Stock 21,250 9.4450 02/12/2024
Sale of Common Stock (35,500) 9.4305 02/12/2024
Sale of Common Stock (35,500) 9.4300 02/12/2024
Sale of Common Stock (35,500) 9.4306 02/12/2024
Purchase of Forward Contract 106,500 9.4347 02/12/2024
Purchase of Common Stock 17,750 9.2500 02/13/2024
Purchase of Common Stock 142,000 9.3058 02/13/2024
Purchase of Common Stock 20,978 9.2636 02/13/2024
Purchase of Common Stock 38 9.3471 02/13/2024
Exercise of Forward Contract 758,990 8.2235 02/14/2024
Exercise of Forward Contract 844,900 9.1193 02/14/2024
Purchase of Common Stock 14,200 9.4598 02/14/2024
Purchase of Common Stock 35,500 9.4527 02/14/2024
Purchase of Common Stock 17,750 9.4491 02/14/2024
Purchase of Common Stock 71,000 9.5910 02/16/2024
Purchase of Common Stock 17,750 9.5978 02/16/2024
Purchase of Common Stock 4,093 9.6150 02/16/2024
Purchase of Common Stock 14,701 9.5618 02/16/2024
Purchase of Common Stock 17,750 9.5109 02/20/2024
Purchase of Common Stock 35,500 9.4886 02/20/2024
Purchase of Common Stock 14,200 9.5666 02/20/2024
Purchase of Common Stoc k 78,100 9.4457 02/20/2024
Purchase of Common Stock 49,700 9.4756 02/20/2024
Purchase of Common Stock 66 9.4715 02/20/2024
Purchase of Common Stock 9,611 9.4755 02/20/2024
Purchase of Common Stock 40,328 9.5683 02/20/2024
Purchase of Common Stock 35,500 8.7416 02/21/2024
Purchase of Common Stock 17,750 8.7715 02/21/2024
Purchase of Common Stock 24,850 8.8836 02/21/2024
Purchase of Common Stock 17,750 8.9107 02/21/2024
Purchase of Common Stock 17,928 8.7480 02/21/2024
Purchase of Common Stock 28,222 8.7575 02/21/2024
Purchase of Common Stock 121,918 9.0833 02/21/2024
Purchase of Common Stock 66,138 9.1970 02/21/2024
Purchase of Common Stock 23,905 9.2956 02/21/2024
Purchase of Common Stock 159,369 9.0083 02/21/2024

 

CUSIP No. 01626W101

 

STARBOARD VALUE AND OPPORTUNITY C LP

 

Purchase of Common Stock 110,000 8.1800 01/02/2024
Purchase of Common Stock 2,577 8.2350 01/04/2024
Purchase of Common Stock 6,333 8.2194 01/04/2024
Purchase of Common Stock 4,125 8.2985 01/04/2024
Purchase of Common Stock 55,000 8.7490 01/05/2024
Purchase of Common Stock 5,549 8.7500 01/05/2024
Purchase of Common Stock 5 8.7600 01/05/2024
Purchase of Common Stock 27,500 8.6363 01/05/2024
Purchase of Common Stock 22,000 8.8198 01/08/2024
Purchase of Common Stock 82,500 8.4600 01/08/2024
Purchase of Common Stock 19,250 8.6468 01/09/2024
Purchase of Common Stock 27,500 8.6643 01/09/2024
Purchase of Common Stock 13,750 8.6000 01/10/2024
Purchase of Common Stock 3,409 8.5968 01/10/2024
Purchase of Common Stock 2,447 8.6008 01/10/2024
Purchase of Common Stock 29 8.7400 01/10/2024
Purchase of Common Stock 27,500 8.5988 01/10/2024
Purchase of Common Stock 27,500 8.5083 01/11/2024
Purchase of Common Stock 19,855 8.3786 01/12/2024
Purchase of Common Stock 110,000 8.3500 01/12/2024
Sale of Common Stock (27,500) 8.2010 01/16/2024
Sale of Common Stock (27,500) 8.1962 01/16/2024
Sale of Common Stock (27,500) 8.1951 01/16/2024
Sale of Common Stock (27,500) 8.1981 01/16/2024
Purchase of Common Stock 13,750 8.2183 01/16/2024
Purchase of Common Stock 71,500 8.2200 01/16/2024
Purchase of Forward Contract 110,000 8.2011 01/16/2024
Sale of Common Stock (27,500) 8.2232 01/17/2024
Sale of Common Stock (27,500) 8.2222 01/17/2024
Sale of Common Stock (27,500) 8.2206 01/17/2024
Sale of Common Stock (27,500) 8.2227 01/17/2024
Purchase of Common Stock 8,250 8.2309 01/17/2024
Purchase of Common Stock 9,625 8.1939 01/17/2024
Purchase of Forward Contract 110,000 8.2251 01/17/2024
Sale of Common Stock (27,500) 8.1523 01/18/2024
Sale of Common Stock (27,500) 8.1503 01/18/2024
Sale of Common Stock (27,500) 8.1526 01/18/2024
Sale of Common Stock (27,500) 8.1444 01/18/2024
Purchase of Forward Contract 110,000 8.1556 01/18/2024
Purchase of Common Stock 55,000 8.7500 01/22/2024
Sale of Common Stock (27,500) 9.0400 01/23/2024
Sale of Common Stock (27,500) 9.0393 01/23/2024
Sale of Common Stock (27,500) 9.0391 01/23/2024
Purchase of Common Stock 13,750 8.9985 01/23/2024
Purchase of Common Stock 11,000 9.0150 01/23/2024
Purchase of Forward Contract 82,500 9.0452 01/23/2024
Sale of Common Stock (27,500) 9.0589 01/24/2024
Sale of Common Stock (27,500) 9.0528 01/24/2024
Sale of Common Stock (27,500) 9.0585 01/24/2024
Purchase of Common Stock 11,000 9.1081 01/24/2024
Purchase of Common Stock 16,500 9.0059 01/24/2024
Purchase of Forward Contract 82,500 9.0638 01/24/2024
Sale of Common Stock (27,500) 9.0115 01/25/2024
Sale of Common Stock (27,500) 9.0092 01/25/2024
Sale of Common Stock (27,500) 9.0095 01/25/2024
Purchase of Forward Contract 82,500 9.0148 01/25/2024
Sale of Common Stock (27,500) 9.0606 01/26/2024
Purchase of Common Stock 27,500 9.0532 01/26/2024
Purchase of Forward Contract 27,500 9.0642 01/26/2024
Sale of Common Stock (27,500) 9.0029 01/29/2024
Sale of Common Stock (27,500) 9.0021 01/29/2024
Sale of Common Stock (27,500) 9.0018 01/29/2024
Purchase of Forward Contract 82,500 9.0080 01/29/2024
Sale of Common Stock (54,999) 8.9895 01/31/2024
Sale of Common Stock (27,500) 8.9884 01/31/2024
Purchase of Common Stock 1,059 9.0696 01/31/2024
Purchase of Common Stock 41 9.0600 01/31/2024
Purchase of Common Stock 38,500 8.9703 01/31/2024
Purchase of Common Stock 11,000 8.9300 01/31/2024
Purchase of Forward Contract 82,499 8.9936 01/31/2024
Sale of Common Stock (27,500) 8.9585 02/01/2024
Sale of Common Stock (27,500) 8.9569 02/01/2024
Sale of Common Stock (27,500) 8.9594 02/01/2024
Purchase of Common Stock 11,000 8.9013 02/01/2024
Purchase of Forward Contract 82,500 8.9663 02/01/2024
Purchase of Common Stock 22,000 8.9913 02/05/2024
Purchase of Common Stock 916 8.9984 02/06/2024
Purchase of Common Stock 16,775 8.9994 02/07/2024
Purchase of Common Stock 19 9.0000 02/07/2024
Purchase of Common Stock 28 8.9729 02/08/2024
Purchase of Common Stock 5,877 9.2014 02/08/2024
Purchase of Common Stock 23,850 9.1822 02/08/2024
Sale of Common Stock (49,500) 9.1180 02/08/2024
Purchase of Forward Contract 49,500 9.1244 02/08/2024
Purchase of Common Stock 55,000 9.2550 02/09/2024
Purchase of Common Stock 4,180 9.2243 02/09/2024
Purchase of Common Stock 863 9.4150 02/12/2024
Purchase of Common Stock 52,250 9.4617 02/12/2024
Purchase of Common Stock 16,462 9.4450 02/12/2024
Sale of Common Stock (27,500) 9.4305 02/12/2024
Sale of Common Stock (27,500) 9.4300 02/12/2024
Sale of Common Stock (27,500) 9.4306 02/12/2024
Purchase of Forward Contract 82,500 9.4347 02/12/2024
Purchase of Common Stock 13,750 9.2500 02/13/2024
Purchase of Common Stock 110,000 9.3058 02/13/2024
Purchase of Common Stock 16,251 9.2636 02/13/2024
Purchase of Common Stock 29 9.3471 02/13/2024
Exercise of Forward Contract 591,635 8.2233 02/14/2024
Exercise of Forward Contract 654,499 9.1193 02/14/2024
Purchase of Common Stock 11,000 9.4598 02/14/2024
Purchase of Common Stock 27,500 9.4527 02/14/2024
Purchase of Common Stock 13,750 9.4491 02/14/2024
Purchase of Common Stock 55,000 9.5910 02/16/2024
Purchase of Common Stock 13,750 9.5978 02/16/2024
Purchase of Common Stock 3,170 9.6150 02/16/2024
Purchase of Common Stock 11,388 9.5618 02/16/2024
Purchase of Common Stock 13,750 9.5109 02/20/2024
Purchase of Common Stock 27,500 9.4886 02/20/2024
Purchase of Common Stock 11,000 9.5666 02/20/2024
Purchase of Common Stock 60,500 9.4457 02/20/2024
Purchase of Common Stock 38,500 9.4756 02/20/2024
Purchase of Common Stock 51 9.4715 02/20/2024
Purchase of Common Stock 7,445 9.4755 02/20/2024
Purchase of Common Stock 31,240 9.5683 02/20/2024
Purchase of Common Stock 27,500 8.7416 02/21/2024
Purchase of Common Stock 13,750 8.7715 02/21/2024
Purchase of Common Stock 19,250 8.8836 02/21/2024
Purchase of Common Stock 13,750 8.9107 02/21/2024
Purchase of Common Stock 13,888 8.7480 02/21/2024
Purchase of Common Stock 21,862 8.7575 02/21/2024
Purchase of Common Stock 94,443 9.0833 02/21/2024
Purchase of Common Stock 51,234 9.1970 02/21/2024
Purchase of Common Stock 18,518 9.2956 02/21/2024
Purchase of Common Stock 123,455 9.0083 02/21/2024

 

CUSIP No. 01626W101

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Common Stock 62,000 8.1800 01/02/2024
Purchase of Common Stock 1,452 8.2350 01/04/2024
Purchase of Common Stock 3,570 8.2194 01/04/2024
Purchase of Common Stock 2,325 8.2985 01/04/2024
Purchase of Common Stock 31,000 8.7490 01/05/2024
Purchase of Common Stock 3,128 8.7500 01/05/2024
Purchase of Common Stock 3 8.7600 01/05/2024
Purchase of Common Stock 15,500 8.6363 01/05/2024
Purchase of Common Stock 12,400 8.8198 01/08/2024
Purchase of Common Stock 46,500 8.4600 01/08/2024
Purchase of Common Stock 10,850 8.6468 01/09/2024
Purchase of Common Stock 15,500 8.6643 01/09/2024
Purchase of Common Stock 7,750 8.6000 01/10/2024
Purchase of Common Stock 1,921 8.5968 01/10/2024
Purchase of Common Stock 1,379 8.6008 01/10/2024
Purchase of Common Stock 16 8.7400 01/10/2024
Purchase of Common Stock 15,500 8.5988 01/10/2024
Purchase of Common Stock 15,500 8.5083 01/11/2024
Purchase of Common Stock 11,191 8.3786 01/12/2024
Purchase of Common Stock 62,000 8.3500 01/12/2024
Sale of Common Stock (15,500) 8.2010 01/16/2024
Sale of Common Stock (15,500) 8.1962 01/16/2024
Sale of Common Stock (15,500) 8.1951 01/16/2024
Sale of Common Stock (15,500) 8.1981 01/16/2024
Purchase of Common Stock 7,750 8.2183 01/16/2024
Purchase of Common Stock 40,300 8.2200 01/16/2024
Purchase of Forward Contract 62,000 8.2011 01/16/2024
Sale of Common Stock (15,500) 8.2232 01/17/2024
Sale of Common Stock (15,500) 8.2222 01/17/2024
Sale of Common Stock (15,500) 8.2206 01/17/2024
Sale of Common Stock (15,500) 8.2227 01/17/2024
Purchase of Common Stock 4,650 8.2309 01/17/2024
Purchase of Common Stock 5,425 8.1939 01/17/2024
Purchase of Forward Contract 62,000 8.2251 01/17/2024
Sale of Common Stock (15,500) 8.1523 01/18/2024
Sale of Common Stock (15,500) 8.1503 01/18/2024
Sale of Common Stock (15,500) 8.1526 01/18/2024
Sale of Common Stock (15,500) 8.1444 01/18/2024
Purchase of Forward Contract 62,000 8.1556 01/18/2024
Purchase of Common Stock 31,000 8.7500 01/22/2024
Sale of Common Stock (15,500) 9.0400 01/23/2024
Sale of Common Stock (15,500) 9.0393 01/23/2024
Sale of Common Stock (15,500) 9.0391 01/23/2024
Purchase of Common Stock 7,750 8.9985 01/23/2024
Purchase of Common Stock 6,200 9.0150 01/23/2024
Purchase of Forward Contract 46,500 9.0452 01/23/2024
Sale of Common Stock (15,500) 9.0589 01/24/2024
Sale of Common Stock (15,500) 9.0528 01/24/2024
Sale of Common Stock (15,500) 9.0585 01/24/2024
Purchase of Common Stock 6,200 9.1081 01/24/2024
Purchase of Common Stock 9,300 9.0059 01/24/2024
Purchase of Forward Contract 46,500 9.0638 01/24/2024
Sale of Common Stock (15,500) 9.0115 01/25/2024
Sale of Common Stock (15,500) 9.0092 01/25/2024
Sale of Common Stock (15,500) 9.0095 01/25/2024
Purchase of Forward Contract 46,500 9.0148 01/25/2024
Sale of Common Stock (15,500) 9.0606 01/26/2024
Purchase of Common Stock 15,500 9.0532 01/26/2024
Purchase of Forward Contract 15,500 9.0642 01/26/2024
Sale of Common Stock (15,500) 9.0029 01/29/2024
Sale of Common Stock (15,500) 9.0021 01/29/2024
Sale of Common Stock (15,500) 9.0018 01/29/2024
Purchase of Forward Contract 46,500 9.0080 01/29/2024
Sale of Common Stock (30,999) 8.9895 01/31/2024
Sale of Common Stock (15,500) 8.9884 01/31/2024
Purchase of Common Stock 596 9.0696 01/31/2024
Purchase of Common Stock 24 9.0600 01/31/2024
Purchase of Common Stock 21,700 8.9703 01/31/2024
Purchase of Common Stock 6,200 8.9300 01/31/2024
Purchase of Forward Contract 46,499 8.9936 01/31/2024
Sale of Common Stock (15,500) 8.9585 02/01/2024
Sale of Common Stock (15,500) 8.9569 02/01/2024
Sale of Common Stock (15,500) 8.9594 02/01/2024
Purchase of Common Stock 6,200 8.9013 02/01/2024
Purchase of Forward Contract 46,500 8.9663 02/01/2024
Purchase of Common Stock 12,400 8.9913 02/05/2024
Purchase of Common Stock 517 8.9984 02/06/2024
Purchase of Common Stock 9,455 8.9994 02/07/2024
Purchase of Common Stock 10 9.0000 02/07/2024
Purchase of Common Stock 15 8.9729 02/08/2024
Purchase of Common Stock 3,313 9.2014 02/08/2024
Purchase of Common Stock 13,443 9.1822 02/08/2024
Sale of Common Stock (27,900) 9.1180 02/08/2024
Purchase of Forward Contract 27,900 9.1244 02/08/2024
Purchase of Common Stock 31,000 9.2550 02/09/2024
Purchase of Common Stock 2,356 9.2243 02/09/2024
Purchase of Common Stock 487 9.4150 02/12/2024
Purchase of Common Stock 29,450 9.4617 02/12/2024
Purchase of Common Stock 9,278 9.4450 02/12/2024
Sale of Common Stock (15,500) 9.4305 02/12/2024
Sale of Common Stock (15,500) 9.4300 02/12/2024
Sale of Common Stock (15,500) 9.4306 02/12/2024
Purchase of Forward Contract 46,500 9.4347 02/12/2024
Purchase of Common Stock 7,750 9.2500 02/13/2024
Purchase of Common Stock 62,000 9.3058 02/13/2024
Purchase of Common Stock 9,160 9.2636 02/13/2024
Purchase of Common Stock 16 9.3471 02/13/2024
Exercise of Forward Contract 328,210 8.2240 02/14/2024
Exercise of Forward Contract 368,899 9.1193 02/14/2024
Purchase of Common Stock 6,200 9.4598 02/14/2024
Purchase of Common Stock 15,500 9.4527 02/14/2024
Purchase of Common Stock 7,750 9.4491 02/14/2024
Purchase of Common Stock 31,000 9.5910 02/16/2024
Purchase of Common Stock 7,750 9.5978 02/16/2024
Purchase of Common Stock 1,787 9.6150 02/16/2024
Purchase of Common Stock 6,419 9.5618 02/16/2024
Purchase of Common Stock 7,750 9.5109 02/20/2024
Purchase of Common Stock 15,500 9.4886 02/20/2024
Purchase of Common Stock 6,200 9.5666 02/20/2024
Purchase of Common Stock 34,100 9.4457 02/20/2024
Purchase of Common Stock 21,700 9.4756 02/20/2024
Purchase of Common Stock 29 9.4715 02/20/2024
Purchase of Common Stock 4,197 9.4755 02/20/2024
Purchase of Common Stock 17,607 9.5683 02/20/2024
Purchase of Common Stock 15,500 8.7416 02/21/2024
Purchase of Common Stock 7,750 8.7715 02/21/2024
Purchase of Common Stock 10,850 8.8836 02/21/2024
Purchase of Common Stock 7,750 8.9107 02/21/2024
Purchase of Common Stock 7,827 8.7480 02/21/2024
Purchase of Common Stock 12,323 8.7575 02/21/2024
Purchase of Common Stock 53,231 9.0833 02/21/2024
Purchase of Common Stock 28,877 9.1970 02/21/2024
Purchase of Common Stock 10,438 9.2956 02/21/2024
Purchase of Common Stock 69,584 9.0083 02/21/2024

 

CUSIP No. 01626W101

 

STARBOARD X MASTER FUND LTD

 

Purchase of Common Stock 366,000 8.1800 01/02/2024
Purchase of Common Stock 8,573 8.2350 01/04/2024
Purchase of Common Stock 21,073 8.2194 01/04/2024
Purchase of Common Stock 13,725 8.2985 01/04/2024
Purchase of Common Stock 183,000 8.7490 01/05/2024
Purchase of Common Stock 18,465 8.7500 01/05/2024
Purchase of Common Stock 18 8.7600 01/05/2024
Purchase of Common Stock 91,500 8.6363 01/05/2024
Purchase of Common Stock 73,200 8.8198 01/08/2024
Purchase of Common Stock 274,500 8.4600 01/08/2024
Purchase of Common Stock 64,050 8.6468 01/09/2024
Purchase of Common Stock 91,500 8.6643 01/09/2024
Purchase of Common Stock 45,750 8.6000 01/10/2024
Purchase of Common Stock 11,342 8.5968 01/10/2024
Purchase of Common Stock 8,144 8.6008 01/10/2024
Purchase of Common Stock 96 8.7400 01/10/2024
Purchase of Common Stock 91,500 8.5988 01/10/2024
Purchase of Common Stock 91,500 8.5083 01/11/2024
Purchase of Common Stock 66,063 8.3786 01/12/2024
Purchase of Common Stock 366,000 8.3500 01/12/2024
S ale of Common Stock (91,500) 8.2010 01/16/2024
Sale of Common Stock (91,500) 8.1962 01/16/2024
Sale of Common Stock (91,500) 8.1951 01/16/2024
Sale of Common Stock (91,500) 8.1981 01/16/2024
Purchase of Common Stock 45,750 8.2183 01/16/2024
Purchase of Common Stock 237,900 8.2200 01/16/2024
Purchase of Forward Contract 366,000 8.2011 01/16/2024
Sale of Common Stock (91,500) 8.2232 01/17/2024
Sale of Common Stock (91,500) 8.2222 01/17/2024
Sale of Common Stock (91,500) 8.2206 01/17/2024
Sale of Common Stock (91,500) 8.2227 01/17/2024
Purchase of Common Stock 27,450 8.2309 01/17/2024
Purchase of Common Stock 32,025 8.1939 01/17/2024
Purchase of Forward Contract 366,000 8.2251 01/17/2024
Sale of Common Stock (91,500) 8.1523 01/18/2024
Sale of Common Stock (91,500) 8.1503 01/18/2024
Sale of Common Stock (91,500) 8.1526 01/18/2024
Sale of Common Stock (91,500) 8.1444 01/18/2024
Purchase of Forward Contract 366,000 8.1556 01/18/2024
Purchase of Common Stock 183,000 8.7500 01/22/2024
Sale of Common Stock (91,500) 9.0400 01/23/2024
Sale of Common Stock (91,500) 9.0393 01/23/2024
Sale of Common Stock (91,500) 9.0391 01/23/2024
Purchase of Common Stock 45,750 8.9985 01/23/2024
Purchase of Common Stock 36,600 9.0150 01/23/2024
Purchase of Forward Contract 274,500 9.0452 01/23/2024
Sale of Common Stock (91,500) 9.0589 01/24/2024
Sale of Common Stock (91,500) 9.0528 01/24/2024
Sale of Common Stock (91,500) 9.0585 01/24/2024
Purchase of Common Stock 36,600 9.1081 01/24/2024
Purchase of Common Stock 54,900 9.0059 01/24/2024
Purchase of Forward Contract 274,500 9.0638 01/24/2024
Sale of Common Stock (91,500) 9.0115 01/25/2024
Sale of Common Stock (91,500) 9.0092 01/25/2024
Sale of Common Stock (91,500) 9.0095 01/25/2024
Purchase of Forward Contract 274,500 9.0148 01/25/2024
Sale of Common Stock (91,500) 9.0606 01/26/2024
Purchase of Common Stock 91,500 9.0532 01/26/2024
Purchase of Forward Contract 91,500 9.0642 01/26/2024
Sale of Common Stock (91,500) 9.0029 01/29/2024
Sale of Common Stock (91,500) 9.0021 01/29/2024
Sale of Common Stock (91,500) 9.0018 01/29/2024
Purchase of Forward Contract 274,500 9.0080 01/29/2024
Sale of Common Stock (183,001) 8.9895 01/31/2024
Sale of Common Stock (91,500) 8.9884 01/31/2024
Purchase of Common Stock 3,523 9.0696 01/31/2024
Purchase of Common Stock 137 9.0600 01/31/2024
Purchase of Common Stock 128,100 8.9703 01/31/2024
Purchase of Common Stock 36,600 8.9300 01/31/2024
Purchase of Forward Contract 274,501 8.9936 01/31/2024
Sale of Common Stock (91,500) 8.9585 02/01/2024
Sale of Common Stock (91,500) 8.9569 02/01/2024
Sale of Common Stock (91,500) 8.9594 02/01/2024
Purchase of Common Stock 36,200 8.9013 02/01/2024
Purchase of Forward Contract 274,500 8.9663 02/01/2024
Purchase of Common Stock 72,400 8.9913 02/05/2024
Purchase of Common Stock 3,015 8.9984 02/06/2024
Purchase of Common Stock 55,205 8.9994 02/07/2024
Purchase of Common Stock 62 9.0000 02/07/2024
Purchase of Common Stock 91 8.9729 02/08/2024
Purchase of Common Stock 19,341 9.2014 02/08/2024
Purchase of Common Stock 78,489 9.1822 02/08/2024
Sale of Common Stock (162,994) 9.1180 02/08/2024
Purchase of Forward Contract 162,994 9.1244 02/08/2024
Purchase of Common Stock 181,000 9.2550 02/09/2024
Purchase of Common Stock 13,756 9.2243 02/09/2024
Purchase of Common Stock 2,842 9.4150 02/12/2024
Purchase of Common Stock 171,950 9.4617 02/12/2024
Purchase of Common Stock 54,173 9.4450 02/12/2024
Sale of Common Stock (90,502) 9.4305 02/12/2024
Sale of Common Stock (90,502) 9.4300 02/12/2024
Sale of Common Stock (90,503) 9.4306 02/12/2024
Purchase of Forward Contract 271,507 9.4347 02/12/2024
Purchase of Common Stock 45,250 9.2500 02/13/2024
Purchase of Common Stock 362,000 9.3058 02/13/2024
Purchase of Common Stock 53,480 9.2636 02/13/2024
Purchase of Common Stock 96 9.3471 02/13/2024
Exercise of Forward Contract 1,879,905 8.2251 02/14/2024
Exercise of Forward Contract 2,173,002 9.1189 02/14/2024
Purchase of Common Stock 36,200 9.4598 02/14/2024
Purchase of Common Stock 90,500 9.4527 02/14/2024
Purchase of Common Stock 45,250 9.4491 02/14/2024
Purchase of Common Stock 181,000 9.5910 02/16/2024
Purchase of Common Stock 45,250 9.5978 02/16/2024
Purchase of Common Stock 10,433 9.6150 02/16/2024
Purchase of Common Stock 37,478 9.5618 02/16/2024
Purchase of Common Stock 45,250 9.5109 02/20/2024
Purchase of Common Stock 90,500 9.4886 02/20/2024
Purchase of Common Stock 36,200 9.5666 02/20/2024
Purchase of Common Stock 199,100 9.4457 02/20/2024
Purchase of Common Stock 126,700 9.4756 02/20/2024
Purchase of Common Stock 168 9.4715 02/20/2024
Purchase of Common Stock 24,502 9.4755 02/20/2024
Purchase of Common Stock 102,808 9.5683 02/20/2024
Purchase of Common Stock 90,500 8.7416 02/21/2024
Purchase of Common Stock 45,250 8.7715 02/21/2024
Purchase of Common Stock 63,350 8.8836 02/21/2024
Purchase of Common Stock 45,250 8.9107 02/21/2024
Purchase of Common Stock 45,702 8.7480 02/21/2024
Purchase of Common Stock 71,948 8.7575 02/21/2024
Purchase of Common Stock 310,803 9.0833 02/21/2024
Purchase of Common Stock 168,606 9.1970 02/21/2024
Purchase of Common Stock 60,942 9.2956 02/21/2024
Purchase of Common Stock 406,279 9.0083 02/21/2024

 

CUSIP No. 01626W101

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 214,000 8.1800 01/02/2024
Purchase of Common Stock 5,013 8. 2350 01/04/2024
Purchase of Common Stock 12,321 8.2194 01/04/2024
Purchase of Common Stock 8,025 8.2985 01/04/2024
Purchase of Common Stock 107,000 8.7490 01/05/2024
Purchase of Common Stock 10,796 8.7500 01/05/2024
Purchase of Common Stock 11 8.7600 01/05/2024
Purchase of Common Stock 53,500 8.6363 01/05/2024
Purchase of Common Stock 42,800 8.8198 01/08/2024
Purchase of Common Stock 160,500 8.4600 01/08/2024
Purchase of Common Stock 37,450 8.6468 01/09/2024
Purchase of Common Stock 53,500 8.6643 01/09/2024
Purchase of Common Stock 26,750 8.6000 01/10/2024
Purchase of Common Stock 6,631 8.5968 01/10/2024
Purchase of Common Stock 4,762 8.6008 01/10/2024
Purchase of Common Stock 56 8.7400 01/10/2024
Purchase of Common Stock 53,500 8.5988 01/10/2024
Purchase of Common Stock 53,500 8.5083 01/11/2024
Purchase of Common Stock 38,627 8.3786 01/12/2024
Purchase of Common Stock 214,000 8.3500 01/12/2024
Sale of Common Stock (53,500) 8.2010 01/16/2024
Sale of Common Stock (53,500) 8.1962 01/16/2024
Sale of Common Stock (53,500) 8.1951 01/16/2024
Sale of Common Stock (53,500) 8.1981 01/16/2024
Purchase of Common Stock 26,750 8.2183 01/16/2024
Purchase of Common Stock 139,100 8.2200 01/16/2024
Purchase of Forward Contract 214,000 8.2011 01/16/2024
Sale of Common Stock (53,500) 8.2232 01/17/2024
Sale of Common Stock (53,500) 8.2222 01/17/2024
Sale of Common Stock (53,500) 8.2206 01/17/2024
Sale of Common Stock (53,500) 8.2227 01/17/2024
Purchase of Common Stock 16,050 8.2309 01/17/2024
Purchase of Common Stock 18,725 8.1939 01/17/2024
Purchase of Forward Contract 214,000 8.2251 01/17/2024
Sale of Common Stock (53,500) 8.1523 01/18/2024
Sale of Common Stock (53,500) 8.1503 01/18/2024
Sale of Common Stock (53,500) 8.1526 01/18/2024
Sale of Common Stock (53,500) 8.1444 01/18/2024
Purchase of Forward Contract 214,000 8.1556 01/18/2024
Purchase of Common Stock 107,000 8.7500 01/22/2024
Sale of Common Stock (53,500) 9.0400 01/23/2024
Sale of Common Stock (53,500) 9.0393 01/23/2024
Sale of Common Stock (53,500) 9.0391 01/23/2024
Purchase of Common Stock 26,750 8.9985 01/23/2024
Purchase of Common Stock 21,400 9.0150 01/23/2024
Purchase of Forward Contract 160,500 9.0452 01/23/2024
Sale of Common Stock (53,500) 9.0589 01/24/2024
Sale of Common Stock (53,500) 9.0528 01/24/2024
Sale of Common Stock (53,500) 9.0585 01/24/2024
Purchase of Common Stock 21,400 9.1081 01/24/2024
Purchase of Common Stock 32,100 9.0059 01/24/2024
Purchase of Forward Contract 160,500 9.0638 01/24/2024
Sale of Common Stock (53,500) 9.0115 01/25/2024
Sale of Common Stock (53,500) 9.0092 01/25/2024
Sale of Common Stock (53,500) 9.0095 01/25/2024
Purchase of Forward Contract 160,500 9.0148 01/25/2024
Sale of Common Stock (53,500) 9.0606 01/26/2024
Purchase of Common Stock 53,500 9.0532 01/26/2024
Purchase of Forward Contract 53,500 9.0642 01/26/2024
Sale of Common Stock (53,500) 9.0029 01/29/2024
Sale of Common Stock (53,500) 9.0021 01/29/2024
Sale of Common Stock (53,500) 9.0018 01/29/2024
Purchase of Forward Contract 160,500 9.0080 01/29/2024
Sale of Common Stock (107,000) 8.9895 01/31/2024
Sale of Common Stock (53,500) 8.9884 01/31/2024
Purchase of Common Stock 2,060 9.0696 01/31/2024
Purchase of Common Stock 80 9.0600 01/31/2024
Purchase of Common Stock 74,900 8.9703 01/31/2024
Purchase of Common Stock 21,400 8.9300 01/31/2024
Purchase of Forward Contract 160,500 8.9936 01/31/2024
Sale of Common Stock (53,500) 8.9585 02/01/2024
Sale of Common Stock (53,500) 8.9569 02/01/2024
Sale of Common Stock (53,500) 8.9594 02/01/2024
Purchase of Common Stock 21,200 8.9013 02/01/2024
Purchase of Forward Contract 160,500 8.9663 02/01/2024
Purchase of Common Stock 42,400 8.9913 02/05/2024
Purchase of Common Stock 1,766 8.9984 02/06/2024
Purchase of Common Stock 32,330 8.9994 02/07/2024
Purchase of Common Stock 36 9.0000 02/07/2024
Purchase of Common Stock 53 8.9729 02/08/2024
Purchase of Common Stock 11,327 9.2014 02/08/2024
Purchase of Common Stock 45,966 9.1822 02/08/2024
Sale of Common Stock (95,447) 9.1180 02/08/2024
Purchase of Forward Contract 95,447 9.1244 02/08/2024
Purchase of Common Stock 106,000 9.2550 02/09/2024
Purchase of Common Stock 8,056 9.2243 02/09/2024
Purchase of Common Stock 1,664 9.4150 02/12/2024
Purchase of Common Stock 100,700 9.4617 02/12/2024
Purchase of Common Stock 31,726 9.4450 02/12/2024
Sale of Common Stock (53,001) 9.4305 02/12/2024
Sale of Common Stock (53,001) 9.4300 02/12/2024
Sale of Common Stock (53,002) 9.4306 02/12/2024
Purchase of Forward Contract 159,004 9.4347 02/12/2024
Purchase of Common Stock 26,500 9.2500 02/13/2024
Purchase of Common Stock 212,000 9.3058 02/13/2024
Purchase of Common Stock 31,320 9.2636 02/13/2024
Purchase of Common Stock 56 9.3471 02/13/2024
Exercise of Forward Contract 1,130,971 9.2360 02/14/2024
Exercise of Forward Contract 1,270,951 9.1189 02/14/2024
Purchase of Common Stock 21,200 9.4598 02/14/2024
Purchase of Common Stock 53,000 9.4527 02/14/2024
Purchase of Common Stock 26,500 9.4491 02/14/2024
Purchase of Common Stock 106,000 9.5910 02/16/2024
Purchase of Common Stock 26,500 9.5978 02/16/2024
Purchase of Common Stock 6,110 9.6150 02/16/2024
Purchase of Common Stock 21,949 9.5618 02/16/2024
Purchase of Common Stock 26,500 9.5109 02/20/2024
Purchase of Common Stock 53,000 9.4886 02/20/2024
Purchase of Common Stock 21,200 9.5666 02/20/2024
Purchase of Common Stock 116,600 9.4457 02/20/2024
Purchase of Common Stock 74,200 9.4756 02/20/2024
Purchase of Common Stock 98 9.4715 02/20/2024
Purchase of Common Stock 14,349 9.4755 02/20/2024
Purchase of Common Stock 60,209 9.5683 02/20/2024
Purchase of Common Stock 53,000 8.7416 02/21/2024
Purchase of Common Stock 26,500 8.7715 02/21/2024
Purchase of Common Stock 37,100 8.8836 02/21/2024
Purchase of Common Stock 26,500 8.9107 02/21/2024
Purchase of Common Stock 26,765 8.7480 02/21 /2024
Purchase of Common Stock 42,135 8.7575 02/21/2024
Purchase of Common Stock 182,018 9.0833 02/21/2024
Purchase of Common Stock 98,742 9.1970 02/21/2024
Purchase of Common Stock 35,689 9.2956 02/21/2024
Purchase of Common Stock 237,931 9.0083 02/21/2024

 

MATTHEW C. LEVIN

 

Purchase of Common Stock 2,635 9.4798 02/20/2024