Sec Form 13D Filing - Starboard Value LP filing for Vertiv Holdings Co (VRT) - 2022-10-20

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

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

Vertiv Holdings Co

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92537N108

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, 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)

 

October 10, 2022

(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. 92537N108

 
  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         27,839,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          27,839,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        27,839,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 9,807,947 Shares underlying certain forward purchase contracts exercisable within 60 day s hereof.

2

CUSIP No. 92537N108

  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         14,214,053  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          14,214,053  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        14,214,053*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

* Includes 5,164,268 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

3

CUSIP No. 92537N108

 

  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         1,610,429  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,610,429  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,610,429  
  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. 92537N108

 

  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         1,214,840  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,214,840  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,214,840  
  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. 92537N108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD P FUND 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         4,643,679  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,643,679  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,643,679*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.2%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Consisting of 4,643,679 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

6

CUSIP No. 92537N108

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE P 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          
BENEFIC IALLY         4,643,679  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,643,679  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,643,679*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.2%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Consisting of 4,643,679 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

7

CUSIP No. 92537N108

 

  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         5,858,519  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,858,519  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,858,519*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.6%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 4,643,679 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

8

CUSIP No. 92537N108

 

  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  
        & #xA0;
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         677,959  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          677,959  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        677,959  
  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  

  

9

CUSIP No. 92537N108

 

  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         677,959  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          677,959  
    10   SHARED DISPOSITIVE POWER  
           
      &#x A0;   - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        677,959  
  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  

  

10

CUSIP No. 92537N108

 

  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         6,536,478  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,536,478  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,536,478*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 4,643,679 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

11

CUSIP No. 92537N108

 

  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         3,103,106  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,103,106  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,103,106  
  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  
         
        CO  

  

12

CUSIP No. 92537N108

 

  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         27,839,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          27,839,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        27,839,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 9,807,947 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

13

CUSIP No. 92537N108

 

  1   NAME OF REPORTING PERSON  
         
        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         27,839,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          27,839,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        27,839,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 9,807,947 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

14

CUSIP No. 92537N108

 

  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         27,839,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          27,839,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        27,839,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 9,807,947 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

15

CUSIP No. 92537N108

 

  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         27,839,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          27,839,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        27,839,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 9,807,947 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

16

CUSIP No. 92537N108

 

  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         27,839,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          27,839,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        27,839,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 9,807,947 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

17

CUSIP No. 92537N108

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 Vertiv Holdings Co, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1050 Dearborn Drive, Columbus, Ohio 43085.

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 P Fund LP, a Cayman Islands exempted limited partnership (“Starboard P LP”), with respect to the Shares directly and beneficially owned by it;
(v)Starboard Value P GP LLC (“Starboard P GP”), as the general partner of Starboard P LP;
(vi)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP and the managing member of Starboard P GP;
(vii)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;
(viii)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(ix)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(x)Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
(xi)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard P 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;
18

CUSIP No. 92537N108

(xii)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xiii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xiv)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xv)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; and
(xvi)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.

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 Joint Filing 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 P LP, Starboard P GP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co and Principal GP 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, 10th Floor, 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.

(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 c ompanies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard P 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 P 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 P GP serves as the general partner of Starboard P LP. Starboard R LP serves as the general partner of Starboard C LP and the managing member of Starboard P GP. 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.

19

CUSIP No. 92537N108

(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 and Feld 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 P 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 9,049,785 Shares beneficially owned by Starboard V&O Fund is approximately $108,594,493, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 5,164,268 Shares by Starboard V&O Fund is approximately $52,981,222, excluding brokerage commissions. The aggregate purchase price of the 1,610,429 Shares beneficially owned by Starboard S LLC is approximately $18,424,316, excluding brokerage commissions. The aggregate purchase price of the 1,214,840 Shares beneficially owned by Starboard C LP is approximately $13,847,531, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 4,643,679 Shares by Starboard P LP is approximately $51,200,627, excluding brokerage commissions. The aggregate purchase price of the 677,959 Shares beneficially owned by Starboard L Master is approximately $7,764,770, excluding brokerage commissions. The aggregate purchase price of the 3,103,106 Shares beneficially owned by Starboard X Master is approximately $35,405,829, excluding brokerage commissions. The aggregate purchase price of the 2,374,934 Shares held in the Starboard Value LP Account is approximately $23,725,533, 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.

20

CUSIP No. 92537N108

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 377,038,078 Shares outstanding, as of July 29, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2022.

A.Starboard V&O Fund
(a)As of the close of business on October 19, 2022, Starboard V&O Fund beneficially owned 14,214,053 Shares, including 5,164,268 Shares underlying certain forward purchase contracts.

Percentage: Approximately 3.8%

(b)1. Sole power to vote or direct vote: 14,214,053
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 14,214,053
4. Shared power to dispose or direct the disposition: 0

 

(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 October 19, 2022, Starboard S LLC beneficially owned 1,610,429 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,610,429
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,610,429
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.
21

CUSIP No. 92537N108

C.Starboard C LP
(a)As of the close of business on October 19, 2022, Starboard C LP beneficially owned 1,214,840 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,214,840
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,214,840
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 P LP
(a)As of the close of business on October 19, 2022, Starboard P LP beneficially owned 4,643,679 Shares, consisting of 4,643,679 Shares underlying certain forward purchase contracts.

Percentage: Approximately 1.2%

(b)1. Sole power to vote or direct vote: 4,643,679
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,643,679
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard P LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
E.Starboard P GP
(a)Starboard P GP, as the general partner of Starboard P LP, may be deemed the beneficial owner of the 4,643,679 Shares owned by Starboard P LP.

Percentage: Approximately 1.2%

(b)1. Sole power to vote or direct vote: 4,643,679
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,643,679
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard P GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard P LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
22

CUSIP No. 92537N108

F.Starboard R LP
(a)Starboard R LP, as the general partner of Starboard C LP and the managing member of Starboard P GP, may be deemed the beneficial owner of the (i) 1,214,840 Shares owned by Starboard C LP and (ii) 4,643,679 Shares owned by Starboard P LP.

Percentage: Approximately 1.6%

(b)1. Sole power to vote or direct vote: 5,858,519
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,858,519
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 each of Starboard C LP and Starboard P LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.Starboard L Master
(a)As of the close of business on October 19, 2022, Starboard L Master beneficially owned 677,959 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 677,959
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 677,959
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.
H.Starboard L GP
(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 677,959 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 677,959
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 677,959
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.
23

CUSIP No. 92537N108

I.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) 1,214,840 Shares owned by Starboard C LP, (ii) 4,643,679 Shares owned by Starboard P LP and (iii) 677,959 Shares owned by Starboard L Master.

Percentage: Approximately 1.7%

(b)1. Sole power to vote or direct vote: 6,536,478
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,536,478
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, Starboard P LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Starboard X Master
(a)As of the close of business on October 19, 2022, Starboard X Master beneficially owned 3,103,106 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 3,103,106
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,103,106
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.
K.Starboard Value LP
(a)As of the close of business on October 19, 2022, 2,374,934 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 P 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) 14,214,053 Shares owned by Starboard V&O Fund, (ii) 1,610,429 Shares owned by Starboard S LLC, (iii) 1,214,840 Shares owned by Starboard C LP, (iv) 4,643,679 Shares owned by Starboard P LP, (v) 677,959 Shares owned by Starboard L Master, (vi) 3,103,106 Shares owned by Starboard X Master and (vii) 2,374,934 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)1. Sole power to vote or direct vote: 27,839,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,839,000
4. Shared power to dispose or direct the disposition: 0

 

24
(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 P 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.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 14,214,053 Shares owned by Starboard V&O Fund, (ii) 1,610,429 Shares owned by Starboard S LLC, (iii) 1,214,840 Shares owned by Starboard C LP, (iv) 4,643,679 Shares owned by Starboard P LP, (v) 677,959 Shares owned by Starboard L Master, (vi) 3,103,106 Shares owned by Starboard X Master and (vii) 2,374,934 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)1. Sole power to vote or direct vote: 27,839,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,839,000
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 P 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.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 14,214,053 Shares owned by Starboard V&O Fund, (ii) 1,610,429 Shares owned by Starboard S LLC, (iii) 1,214,840 Shares owned by Starboard C LP, (iv) 4,643,679 Shares owned by Starboard P LP, (v) 677,959 Shares owned by Starboard L Master, (vi) 3,103,106 Shares owned by Starboard X Master and (vii) 2,374,934 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)1. Sole power to vote or direct vote: 27,839,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,839,000
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 P 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.
25

CUSIP No. 92537N108

N.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 14,214,053 Shares owned by Starboard V&O Fund, (ii) 1,610,429 Shares owned by Starboard S LLC, (iii) 1,214,840 Shares owned by Starboard C LP, (iv) 4,643,679 Shares owned by Starboard P LP, (v) 677,959 Shares owned by Starboard L Master, (vi) 3,103,106 Shares owned by Starboard X Master and (vii) 2,374,934 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)1. Sole power to vote or direct vote: 27,839,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 27,839,000
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 P 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.
O.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) 14,214,053 Shares owned by Starboard V&O Fund, (ii) 1,610,429 Shares owned by Starboard S LLC, (iii) 1,214,840 Shares owned by Starboard C LP, (iv) 4,643,679 Shares owned by Starboard P LP, (v) 677,959 Shares owned by Starboard L Master, (vi) 3,103,106 Shares owned by Starboard X Master and (vii) 2,374,934 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 27,839,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 27,839,000

 

(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 P 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.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

26

CUSIP No. 92537N108

(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.

Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 5,164,268 Shares having an aggregate purchase price of approximately $52,981,222, (each a “September 2023 UBS Forward Contract”). Each of the September 2023 UBS Forward Contracts has a final valuation date of September 29, 2023, 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 September 2023 UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the September 2023 UBS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

Starboard P LP entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 4,643,679 Shares having an aggregate purchase price of approximately $51,200,627 (each an “April 2024 UBS Forward Contract”). Each of the April 2024 UBS Forward Contracts has a final valuation date of April 10, 2024, however, Starboard P LP 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 April 2024 UBS Forward Contracts provides for physical settlement. Until the settlement date, none of the April 2024 UBS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

On October 20, 2022, the Reporting Persons entered into a Joint Filing Agreement in which 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 to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard P Fund LP, Starboard Value P GP LLC, 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 and Peter A. Feld, dated October 20, 2022.
99.2Powers of Attorney for Jeffrey C. Smith and Peter A. Feld, dated October 20, 2022.

27

CUSIP No. 92537N108

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: October 20, 2022

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 P FUND LP

By: Starboard Value P GP LLC,

its general partner

 

 

STARBOARD VALUE P GP LLC

By: Starboard Value R LP,

its member

 

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

 

28

CUSIP No. 92537N108

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, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001
Canada
Kenneth R. Marlin
Director
Chief Financial Officer, Starboard Value LP 777 Third Avenue, 18th Floor
New York, New York 10017
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. 92537N108

SCHEDULE B

Transactions in the Shares 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 3,210 12.0600 08/22/2022
Purchase of Common Stock 3,210 12.0600 08/22/2022
Purchase of Common Stock 37,500 12.0853 08/22/2022
Purchase of Common Stock 37,500 12.0853 08/22/2022
Purchase of Forward Contract 450,001 12.0852 08/22/2022
Sale of Common Stock (297,126) 12.0666 08/22/2022
Sale of Common Stock (152,875) 12.0666 08/22/2022
Purchase of Common Stock 115,678 12.0865 08/22/2022
Purchase of Common Stock 115,678 12.0865 08/22/2022
Sale of Common Stock (156,388) 12.0473 08/23/2022
Sale of Common Stock (218,613) 12.0473 08/23/2022
Purchase of Forward Contract 375,001 12.0546 08/23/2022
Purchase of Common Stock 69,000 12.0260 08/23/2022
Purchase of Common Stock 69,000 12.0260 08/23/2022
Purchase of Common Stock 30,000 12.1008 08/24/2022
Purchase of Common Stock 30,000 12.1008 08/24/2022
Sale of Common Stock (99,000) 12.3988 08/25/2022
Sale of Common Stock (99,000) 12.3988 08/25/2022
Purchase of Forward Contract 198,000 12.4008 08/25/2022
Purchase of Common Stock 120,000 11.9144 08/26/2022
Purchase of Common Stock 120,000 11.9144 08/26/2022
Purchase of Forward Contract 240,000 11.8888 08/29/2022
Sale of Common Stock (120,000) 11.8843 08/29/2022
Sale of Common Stock (120,000) 11.8843 08/29/2022
Purchase of Common Stock 15,000 11.8238 08/29/2022
Purchase of Common Stock 15,000 11.8238 08/29/2022
Purchase of Common Stock 15,000 11.8869 08/29/2022
Purchase of Common Stock 15,000 11.8869 08/29/2022
Purchase of Common Stock 7,500 11.9911 08/30/2022
Purchase of Common Stock 7,500 11.9911 08/30/2022
Purchase of Common Stock 22,500 11.7614 08/30/2022
Purchase of Common Stock 22,500 11.7614 08/30/2022
Purchase of Common Stock 28,240 11.5374 08/31/2022
Purchase of Common Stock 28,240 11.5374 08/31/2022
Purchase of Common Stock 30,000 11.6365 08/31/2022
Purchase of Common Stock 30,000 11.6365 08/31/2022
Purchase of Common Stock 62,893 11.3124 09/01/2022
Purchase of Common Stock 62,892 11.3124 09/01/2022
Purchase of Common Stock 15,275 11.2497 09/02/2022
Purchase of Common Stock 15,275 11.2497 09/02/2022
Sale of Common Stock (181,133) 11.3600 09/02/2022
Sale of Common Stock (181,132) 11.3600 09/02/2022
Purchase of Forward Contract 362,265 11.3687 09/02/2022
Purchase of Common Stock 30,550 11.8317 09/08/2022
Purchase of Common Stock 30,550 11.8317 09/08/2022
Purchase of Common Stock 2,783 12.7384 09/09/2022
Purchase of Common Stock 2,783 12.7384 09/09/2022
Purchase of Common Stock 10,998 13.2250 09/09/2022
Purchase of Common Stock 10,998 13.2250 09/09/2022
Purchase of Common Stock 48,880 13.0958 09/09/2022
Purchase of Common Stock 48,880 13.0958 09/09/2022
Purchase of Common Stock 2,658 13.2450 09/09/2022
Purchase of Common Stock 2,658 13.2450 09/09/2022
Purchase of Forward Contract 213,850 13.3444 09/12/2022
Purchase of Common Stock 14,236 13.3650 09/12/2022
Purchase of Common Stock 14,236 13.3650 09/12/2022
Sale of Common Stock (102,706) 13.3320 09/12/2022
Sale of Common Stock (111,144) 13.3320 09/12/2022
Purchase of Common Stock 64,030 13.4381 09/12/2022
Purchase of Common Stock 64,030 13.4381 09/12/2022
Purchase of Common Stock 122,200 12.8178 09/13/2022
Purchase of Common Stock 122,200 12.8178 09/13/2022
Purchase of Forward Contract 409,370 12.8296 09/14/2022
Sale of Common Stock (208,904) 12.8154 09/14/2022
Sale of Common Stock (200,466) 12.8154 09/14/2022
Purchase of Common Stock 64,155 12.8430 09/14/2022
Purchase of Common Stock 64,155 12.8430 09/14/2022
Purchase of Common Stock 61,100 12.9865 09/15/2022
Purchase of Common Stock 61,100 12.9865 09/15/2022
Purchase of Common Stock 76,375 12.3587 09/16/2022
Purchase of Common Stock 76,375 12.3587 09/16/2022
Sale of Common Stock (201,630) 12.3722 09/19/2022
Sale of Common Stock (201,630) 12.3722 09/19/2022
Purchase of Forward Contract 403,260 12.3798 09/19/2022
Purchase of Common Stock 61,100 12.2714 09/20/2022
Purchase of Common Stock 61,100 12.2714 09/20/2022
Purchase of Common Stock 35,133 12.1950 09/21/2022
Purchase of Common Stock 35,132 12.1950 09/21/2022
Purchase of Common Stock 47,353 11.9568 09/21/2022
Purchase of Common Stock 47,352 11.9568 09/21/2022
Purchase of Common Stock 45,825 11.7517 09/21/2022
Purchase of Common Stock 45,825 11.7517 09/21/2022
Purchase of Common Stock 25,582 11.5697 09/22/2022
Purchase of Common Stock 25,582 11.5697 09/22/2022
Sale of Common Stock (94,705) 11.1880 09/22/2022
Sale of Common Stock (94,705) 11.1880 09/22/2022
Sale of Common Stock (94,706) 11.1918 09/22/2022
Sale of Common Stock (94,704) 11.1918 09/22/2022
Purchase of Forward Contract 378,820 11.1968 09/22/2022
Purchase of Common Stock 65,683 11.1610 09/22/2022
Purchase of Common Stock 65,682 11.1610 09/22/2022
Purchase of Common Stock 91,730 10.0329 09/23/2022
Purchase of Common Stock 91,730 10.0329 09/23/2022
Sale of Common Stock (182,995) 9.8830 09/26/2022
Sale of Common Stock (182,994) 9.8830 09/26/2022
Purchase of Forward Contract 365,989 9.8962 09/26/2022
Purchase of Common Stock 15,275 9.8056 09/26/2022
Purchase of Common Stock 15,275 9.8056 09/26/2022
Sale of Common Stock (15,275) 10.0581 09/27/2022
Sale of Common Stock (15,275) 10.0581 09/27/2022
Purchase of Forward Contract 30,550 10.0656 09/27/2022
Purchase of Common Stock 15,425 11.8324 10/06/2022
Purchase of Common Stock 15,425 11.8324 10/06/2022
Exercise of Forward Contract 352,300 13.6237 10/07/2022
Purchase of Common Stock 23,138 11.1660 10/07/2022
Purchase of Common Stock 23,137 11.1660 10/07/2022
Purchase of Common Stock 561,031 11.1802 10/10/2022
Purchase of Common Stock 583,878 11.0316 10/11/2022
Purchase of Common Stock 66,038 11.0285 10/12/2022
Purchase of Common Stock 198,115 10.7628 10/13/2022
Purchase of Common Stock 132,077 10.4754 10/14/2022
Purchase of Common Stock 121,012 10.7870 10/17/2022
Exercise of Forward Contract 6,958,209 12.1655 10/18/2022
Purchase of Forward Contract 182,107 11.4363 10/18/2022
Purchase of Forward Contract 1,032,161 11.3029 10/19/2022

 

 

CUSIP No. 92537N108

STARBOARD VALUE AND OPPORTUNITY S LLC

Purchase of Common Stock 760 12.0600 08/22/2022
Purchase of Common Stock 8,875 12.0853 08/22/2022
Purchase of Forward Contract 53,250 12.0852 08/22/2022
Sale of Common Stock (53,250) 12.0666 08/22/2022
Purchase of Common Stock 27,377 12.0865 08/22/2022
Sale of Common Stock (44,375) 12.0473 08/23/2022
Purchase of Forward Contract 44,375 12.0546 08/23/2022
Purchase of Common Stock 16,330 12.0260 08/23/2022
Purchase of Common Stock 7,100 12.1008 08/24/2022
Sale of Common Stock (23,430) 12.3988 08/25/2022
Purchase of Forward Contract 23,430 12.4008 08/25/2022
Purchase of Common Stock 28,400 11.9144 08/26/2022
Purchase of Forward Contract 28,400 11.8888 08/29/2022
Sale of Common Stock (28,400) 11.8843 08/29/2022
Purchase of Common Stock 3,550 11.8238 08/29/2022
Purchase of Common Stock 3,550 11.8869 08/29/2022
Purchase of Common Stock 1,775 11.9911 08/30/2022
Purchase of Common Stock 5,325 11.7614 08/30/2022
Purchase of Common Stock 6,683 11.5374 08/31/2022
Purchase of Common Stock 7,100 11.6365 08/31/2022
Purchase of Common Stock 14,411 11.3124 09/01/2022
Purchase of Common Stock 3,500 11.2497 09/02/2022
Sale of Common Stock (42,394) 11.3600 09/02/2022
Purchase of Forward Contract 42,394 11.3687 09/02/2022
Purchase of Common Stock 7,000 11.8317 09/08/2022
Purchase of Common Stock 638 12.7384 09/09/2022
Purchase of Common Stock 2,520 13.2250 09/09/2022
Purchase of Common Stock 11,200 13.0958 09/09/2022
Purchase of Common Stock 609 13.2450 09/09/2022
Purchase of Forward Contract 24,500 13.3444 09/12/2022
Purchase of Common Stock 3,262 13.3650 09/12/2022
Sale of Common Stock (24,500) 13.3320 09/12/2022
Purchase of Common Stock 14,671 13.4381 09/12/2022
Purchase of Common Stock 28,000 12.8178 09/13/2022
Purchase of Forward Contract 46,900 12.8296 09/14/2022
Sale of Common Stock (46,900) 12.8154 09/14/2022
Purchase of Common Stock 14,700 12.8430 09/14/2022
Purchase of Common Stock 14,000 12.9865 09/15/2022
Purchase of Common Stock 17,500 12.3587 09/16/2022
Sale of Common Stock (46,200) 12.3722 09/19/2022
Purchase of Forward Contract 46,200 12.3798 09/19/2022
Purchase of Common Stock 14,000 12.2714 09/20/2022
Purchase of Common Stock 8,050 12.1950 09/21/2022
Purchase of Common Stock 10,850 11.9568 09/21/2022
Purchase of Common Stock 10,500 11.7517 09/21/2022
Purchase of Common Stock 5,862 11.5697 09/22/2022
Sale of Common Stock (21,700) 11.1880 09/22/2022
Sale of Common Stock (21,700) 11.1918 09/22/2022
Purchase of Forward Contract 43,400 11.1968 09/22/2022
Purchase of Common Stock 15,050 11.1610 09/22/2022
Purchase of Common Stock 21,018 10.0329 09/23/2022
Sale of Common Stock (41,930) 9.8830 09/26/2022
Purchase of Forward Contract 41,930 9.8962 09/26/2022
Purchase of Common Stock 3,500 9.8056 09/26/2022
Sale of Common Stock (3,500) 10.0581 09/27/2022
Purchase of Forward Contract 3,500 10.0656 09/27/2022
Purchase of Common Stock 3,500 11.8324 10/06/2022
Exercise of Forward Contract 1,292,476 11.4004 10/07/2022
Exercise of Forward Contract 51,000 13.6237 10/07/2022
Purchase of Common Stock 5,250 11.1660 10/07/2022
Purchase of Common Stock 63,650 11.1802 10/10/2022
Purchase of Common Stock 66,242 11.0316 10/11/2022
Purchase of Common Stock 15,496 11.4363 10/18/2022
Purchase of Common Stock 112,815 11.3029 10/19/2022

 

 

CUSIP No. 92537N108

STARBOARD P FUND LP

Purchase of Forward Contract 1,327,081 11.1802 10/10/2022
Purchase of Forward Contract 1,381,125 11.0316 10/11/2022
Purchase of Forward Contract 164,375 11.0285 10/12/2022
Purchase of Forward Contract 493,124 10.7628 10/13/2022
Purchase of Forward Contract 328,750 10.4754 10/14/2022
Purchase of Forward Contract 378,988 10.7870 10/17/2022
Purchase of Forward Contract 225,794 11.4363 10/18/2022
Purchase of Forward Contract 344,442 11.3029 10/19/2022

 

 

CUSIP No. 92537N108

STARBOARD VALUE AND OPPORTUNITY C LP

Purchase of Common Stock 556 12.0600 08/22/2022
Purchase of Common Stock 6,500 12.0853 08/22/2022
Purchase of Forward Contract 39,000 12.0852 08/22/2022
Sale of Common Stock (39,000) 12.0666 08/22/2022
Purchase of Common Stock 20,051 12.0865 08/22/2022
Sale of Common Stock (32,500) 12.0473 08/23/2022
Purchase of Forward Contract 32,500 12.0546 08/23/2022
Purchase of Common Stock 11,960 12.0260 08/23/2022
Purchase of Common Stock 5,200 12.1008 08/24/2022
Sale of Common Stock (17,160) 12.3988 08/25/2022
Purchase of Forward Contract 17,160 12.4008 08/25/2022
Purchase of Common Stock 20,800 11.9144 08/26/2022
Purchase of Forward Contract 20,800 11.8888 08/29/2022
Sale of Common Stock (20,800) 11.8843 08/29/2022
Purchase of Common Stock 2,600 11.8238 08/29/2022
Purchase of Common Stock 2,600 11.8869 08/29/2022
Purchase of Common Stock 1,300 11.9911 08/30/2022
Purchase of Common Stock 3,900 11.7614 08/30/2022
Purchase of Common Stock 4,895 11.5374 08/31/2022
Purchase of Common Stock 5,200 11.6365 08/31/2022
Purchase of Common Stock 10,705 11.3124 09/01/2022
Purchase of Common Stock 2,600 11.2497 09/02/2022
Sale of Common Stock (31,200) 11.3600 09/02/2022
Purchase of Forward Contract 31,200 11.3687 09/02/2022
Purchase of Common Stock 5,200 11.8317 09/08/2022
Purchase of Common Stock 474 12.7384 09/09/2022
Purchase of Common Stock 1,872 13.2250 09/09/2022
Purchase of Common Stock 8,320 13.0958 09/09/2022
Purchase of Common Stock 452 13.2450 09/09/2022
Purchase of Forward Contract 18,200 13.3444 09/12/2022
Purchase of Common Stock 2,423 13.3650 09/12/2022
Sale of Common Stock (18,200) 13.3320 09/12/2022
Purchase of Common Stock 10,898 13.4381 09/12/2022
Purchase of Common Stock 20,800 12.8178 09/13/2022
Purchase of Forward Contract 34,839 12.8296 09/14/2022
Sale of Common Stock (34,839) 12.8154 09/14/2022
Purchase of Common Stock 10,920 12.8430 09/14/2022
Purchase of Common Stock 10,400 12.9865 09/15/2022
Purchase of Common Stock 13,000 12.3587 09/16/2022
Sale of Common Stock (34,320) 12.3722 09/19/2022
Purchase of Forward Contract 34,320 12.3798 09/19/2022
Purchase of Common Stock 10,400 12.2714 09/20/2022
Purchase of Common Stock 5,980 12.1950 09/21/2022
Purchase of Common Stock 8,060 11.9568 09/21/2022
Purchase of Common Stock 7,800 11.7517 09/21/2022
Purchase of Common Stock 4,355 11.5697 09/22/2022
Sale of Common Stock (16,120) 11.1880 09/22/2022
Sale of Common Stock (16,120) 11.1918 09/22/2022
Purchase of Forward Contract 32,240 11.1968 09/22/2022
Purchase of Common Stock 11,180 11.1610 09/22/2022
Purchase of Common Stock 15,613 10.0329 09/23/2022
Sale of Common Stock (31,148) 9.8830 09/26/2022
Purchase of Forward Contract 31,148 9.8962 09/26/2022
Purchase of Common Stock 2,600 9.8056 09/26/2022
Sale of Common Stock (2,600) 10.0581 09/27/2022
Purchase of Forward Contract 2,600 10.0656 09/27/2022
Purchase of Common Stock 2,600 11.8324 10/06/2022
Exercise of Forward Contract 941,407 11.3878 10/07/2022
Exercise of Forward Contract 31,200 13.6237 10/07/2022
Purchase of Common Stock 3,900 11.1660 10/07/2022
Purchase of Common Stock 47,283 11.1802 10/10/2022
Purchase of Common Stock 49,209 11.0316 10/11/2022
Purchase of Common Stock 5,566 11.0285 10/12/2022
Purchase of Common Stock 16,698 10.7628 10/13/2022
Purchase of Common Stock 11,131 10.4754 10/14/2022
Purchase of Common Stock 15,348 11.4363 10/18/2022
Purchase of Common Stock 90,498 11.3029 10/19/2022

 

 

CUSIP No. 92537N108

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

Purchase of Common Stock 385 12.0600 08/22/2022
Purchase of Common Stock 4,500 12.0853 08/22/2022
Purchase of Forward Contract 27,000 12.0852 08/22/2022
Sale of Common Stock (27,000) 12.0666 08/22/2022
Purchase of Common Stock 13,881 12.0865 08/22/2022
Sale of Common Stock (22,499) 12.0473 08/23/2022
Purchase of Forward Contract 22,499 12.0546 08/23/2022
Purchase of Common Stock 8,280 12.0260 08/23/2022
Purchase of Common Stock 3,600 12.1008 08/24/2022
Sale of Common Stock (11,880) 12.3988 08/25/2022
Purchase of Forward Contract 11,880 12.4008 08/25/2022
Purchase of Common Stock 14,400 11.9144 08/26/2022
Purchase of Forward Contract 14,400 11.8888 08/29/2022
Sale of Common Stock (14,400) 11.8843 08/29/2022
Purchase of Common Stock 1,800 11.8238 08/29/2022
Purchase of Common Stock 1,800 11.8869 08/29/2022
Purchase of Common Stock 900 11.9911 08/30/2022
Purchase of Common Stock 2,700 11.7614 08/30/2022
Purchase of Common Stock 3,389 11.5374 08/31/2022
Purchase of Common Stock 3,600 11.6365 08/31/2022
Purchase of Common Stock 6,176 11.3124 09/01/2022
Purchase of Common Stock 1,500 11.2497 09/02/2022
Sale of Common Stock (20,365) 11.3600 09/02/2022
Purchase of Forward Contract 20,365 11.3687 09/02/2022
Purchase of Common Stock 3,000 11.8317 09/08/2022
Purchase of Common Stock 273 12.7384 09/09/2022
Purchase of Common Stock 1,080 13.2250 09/09/2022
Purchase of Common Stock 4,800 13.0958 09/09/2022
Purchase of Common Stock 261 13.2450 09/09/2022
Purchase of Forward Contract 10,500 13.3444 09/12/2022
Purchase of Common Stock 1,398 13.3650 09/12/2022
Sale of Common Stock (10,500) 13.3320 09/12/2022
Purchase of Common Stock 6,288 13.4381 09/12/2022
Purchase of Common Stock 12,000 12.8178 09/13/2022
Purchase of Forward Contract 20,100 12.8296 09/14/2022
Sale of Common Stock (20,100) 12.8154 09/14/2022
Purchase of Common Stock 6,300 12.8430 09/14/2022
Purchase of Common Stock 6,000 12.9865 09/15/2022
Purchase of Common Stock 7,500 12.3587 09/16/2022
Sale of Common Stock (19,800) 12.3722 09/19/2022
Purchase of Forward Contract 19,800 12.3798 09/19/2022
Purchase of Common Stock 6,000 12.2714 09/20/2022
Purchase of Common Stock 3,450 12.1950 09/21/2022
Purchase of Common Stock 4,650 11.9568 09/21/2022
Purchase of Common Stock 4,500 11.7517 09/21/2022
Purchase of Common Stock 2,512 11.5697 09/22/2022
Sale of Common Stock (9,300) 11.1880 09/22/2022
Sale of Common Stock (9,300) 11.1918 09/22/2022
Purchase of Forward Contract 18,600 11.1968 09/22/2022
Purchase of Common Stock 6,450 11.1610 09/22/2022
Purchase of Common Stock 9,008 10.0329 09/23/2022
Sale of Common Stock (17,970) 9.8830 09/26/2022
Purchase of Forward Contract 17,970 9.8962 09/26/2022
Purchase of Common Stock 1,500 9.8056 09/26/2022
Sale of Common Stock (1,500) 10.0581 09/27/2022
Purchase of Forward Contract 1,500 10.0656 09/27/2022
Purchase of Common Stock 1,450 11.8324 10/06/2022
Exercise of Forward Contract 624,240 11.3854 10/07/2022
Exercise of Forward Contract 21,500 13.6237 10/07/2022
Purchase of Common Stock 2,175 11.1660 10/07/2022
Purchase of Common Stock 28,594 11.3029 10/19/2022

 

CUSIP No. 92537N108

STARBOARD X MASTER FUND LTD

Purchase of Common Stock 1,434 12.0600 08/22/2022
Purchase of Common Stock 16,750 12.0853 08/22/2022
Purchase of Forward Contract 100,500 12.0852 08/22/2022
Sale of Common Stock (100,500) 12.0666 08/22/2022
Purchase of Common Stock 51,669 12.0865 08/22/2022
Sale of Common Stock (83,750) 12.0473 08/23/2022
Purchase of Forward Contract 83,750 12.0546 08/23/2022
Purchase of Common Stock 30,820 12.0260 08/23/2022
Purchase of Common Stock 13,400 12.1008 08/24/2022
Sale of Common Stock (44,220) 12.3988 08/25/2022
Purchase of Forward Contract 44,220 12.4008 08/25/2022
Purchase of Common Stock 53,600 11.9144 08/26/2022
Purchase of Forward Contract 53,600 11.8888 08/29/2022
Sale of Common Stock (53,600) 11.8843 08/29/2022
Purchase of Common Stock 6,700 11.8238 08/29/2022
Purchase of Common Stock 6,700 11.8869 08/29/2022
Purchase of Common Stock 3,350 11.9911 08/30/2022
Purchase of Common Stock 10,050 11.7614 08/30/2022
Purchase of Common Stock 12,614 11.5374 08/31/2022
Purchase of Common Stock 13,400 11.6365 08/31/2022
Purchase of Common Stock 27,586 11.3124 09/01/2022
Purchase of Common Stock 6,700 11.2497 09/02/2022
Sale of Common Stock (80,400) 11.3600 09/02/2022
Purchase of Forward Contract 80,400 11.3687 09/02/2022
Purchase of Common Stock 13,400 11.8317 09/08/2022
Purchase of Common Stock 1,221 12.7384 09/09/2022
Purchase of Common Stock 4,824 13.2250 09/09/2022
Purchase of Common Stock 21,440 13.0958 09/09/2022
Purchase of Common Stock 1,166 13.2450 09/09/2022
Purchase of Forward Contract 46,900 13.3444 09/12/2022
Purchase of Common Stock 6,245 13.3650 09/12/2022
Sale of Common Stock (46,900) 13.3320 09/12/2022
Purchase of Common Stock 28,085 13.4381 09/12/2022
Purchase of Common Stock 53,600 12.8178 09/13/2022
Purchase of Forward Contract 89,781 12.8296 09/14/2022
Sale of Common Stock (89,781) 12.8154 09/14/2022
Purchase of Common Stock 28,140 12.8430 09/14/2022
Purchase of Common Stock 26,800 12.9865 09/15/2022
Purchase of Common Stock 33,500 12.3587 09/16/2022
Sale of Common Stock (88,440) 12.3722 09/19/2022
Purchase of Forward Contract 88,440 12.3798 09/19/2022
Purchase of Common Stock 26,800 12.2714 09/20/2022
Purchase of Common Stock 15,410 12.1950 09/21/2022
Purchase of Common Stock 20,770 11.9568 09/21/2022
Purchase of Common Stock 20,100 11.7517 09/21/2022
Purchase of Common Stock 11,221 11.5697 09/22/2022
Sale of Common Stock (41,540) 11.1880 09/22/2022
Sale of Common Stock (41,540) 11.1918 09/22/2022
Purchase of Forward Contract 83,080 11.1968 09/22/2022
Purchase of Common Stock 28,810 11.1610 09/22/2022
Purchase of Common Stock 40,235 10.0329 09/23/2022
Sale of Common Stock (80,266) 9.8830 09/26/2022
Purchase of Forward Contract 80,266 9.8962 09/26/2022
Purchase of Common Stock 6,700 9.8056 09/26/2022
Sale of Common Stock (6,700) 10.0581 09/27/2022
Purchase of Forward Contract 6,700 10.0656 09/27/2022
Purchase of Common Stock 6,550 11.8324 10/06/2022
Exercise of Forward Contract 80,400 13.6237 10/07/2022
Purchase of Common Stock 9,825 11.1660 10/07/2022
Purchase of Common Stock 119,117 11.1802 10/10/2022
Purchase of Common Stock 123,968 11.0316 10/11/2022
Purchase of Common Stock 14,021 11.0285 10/12/2022
Purchase of Common Stock 42,063 10.7628 10/13/2022
Purchase of Common Stock 28,042 10.4754 10/14/2022
Exercise of Forward Contract 2,421,736 11.4003 10/18/2022
Purchase of Common Stock 38,664 11.4363 10/18/2022
Purchase of Common Stock 218,720 11.3029 10/19/2022

 

CUSIP No. 92537N108

STARBOARD VALUE LP
(Through the Starboard Value LP Account)

Purchase of Common Stock 1,145 12.0600 08/22/2022
Purchase of Common Stock 13,375 12.0853 08/22/2022
Purchase of Forward Contract 80,249 12.0852 08/22/2022
Sale of Common Stock (80,249) 12.0666 08/22/2022
Purchase of Common Stock 41,258 12.0865 08/22/2022
Sale of Common Stock (66,875) 12.0473 08/23/2022
Purchase of Forward Contract 66,875 12.0546 08/23/2022
Purchase of Common Stock 24,610 12.0260 08/23/2022
Purchase of Common Stock 10,700 12.1008 08/24/2022
Sale of Common Stock (35,310) 12.3988 08/25/2022
Purchase of Forward Contract 35,310 12.4008 08/25/2022
Purchase of Common Stock 42,800 11.9144 08/26/2022
Purchase of Forward Contract 42,800 11.8888 08/29/2022
Sale of Common Stock (42,800) 11.8843 08/29/2022
Purchase of Common Stock 5,350 11.8238 08/29/2022
Purchase of Common Stock 5,350 11.8869 08/29/2022
Purchase of Common Stock 2,675 11.9911 08/30/2022
Purchase of Common Stock 8,025 11.7614 08/30/2022
Purchase of Common Stock 10,072 11.5374 08/31/2022
Purchase of Common Stock 10,700 11.6365 08/31/2022
Purchase of Common Stock 21,204 11.3124 09/01/2022
Purchase of Common Stock 5,150 11.2497 09/02/2022
Sale of Common Stock (63,376) 11.3600 09/02/2022
Purchase of Forward Contract 63,376 11.3687 09/02/2022
Purchase of Common Stock 10,300 11.8317 09/08/2022
Purchase of Common Stock 938 12.7384 09/09/2022
Purchase of Common Stock 3,708 13.2250 09/09/2022
Purchase of Common Stock 16,480 13.0958 09/09/2022
Purchase of Common Stock 896 13.2450 09/09/2022
Purchase of Forward Contract 36,050 13.3444 09/12/2022
Purchase of Common Stock 4,800 13.3650 09/12/2022
Sale of Common Stock (36,050) 13.3320 09/12/2022
Purchase of Common Stock 21,588 13.4381 09/12/2022
Purchase of Common Stock 41,200 12.8178 09/13/2022
Purchase of Forward Contract 69,010 12.8296 09/14/2022
Sale of Common Stock (69,010) 12.8154 09/14/2022
Purchase of Common Stock 21,630 12.8430 09/14/2022
Purchase of Common Stock 20,600 12.9865 09/15/2022
Purchase of Common Stock 25,750 12.3587 09/16/2022
Sale of Common Stock (67,980) 12.3722 09/19/2022
Purchase of Forward Contract 67,980 12.3798 09/19/2022
Purchase of Common Stock 20,600 12.2714 09/20/2022
Purchase of Common Stock 11,845 12.1950 09/21/2022
Purchase of Common Stock 15,965 11.9568 09/21/2022
Purchase of Common Stock 15,450 11.7517 09/21/2022
Purchase of Common Stock 8,625 11.5697 09/22/2022
Sale of Common Stock (31,930) 11.1880 09/22/2022
Sale of Common Stock (31,930) 11.1918 09/22/2022
Purchase of Forward Contract 63,860 11.1968 09/22/2022
Purchase of Common Stock 22,145 11.1610 09/22/2022
Purchase of Common Stock 30,927 10.0329 09/23/2022
Sale of Common Stock (61,697) 9.8830 09/26/2022
Purchase of Forward Contract 61,697 9.8962 09/26/2022
Purchase of Common Stock 5,150 9.8056 09/26/2022
Sale of Common Stock (5,150) 10.0581 09/27/2022
Purchase of Forward Contract 5,150 10.0656 09/27/2022
Purchase of Common Stock 5,050 11.8324 10/06/2022
Exercise of Forward Contract 1,915,932 9.7009 10/07/2022
Exercise of Forward Contract 63,600 11.0476 10/07/2022
Purchase of Common Stock 7,575 11.1660 10/07/2022
Purchase of Common Stock 91,838 11.1802 10/10/2022
Purchase of Common Stock 95,578 11.0316 10/11/2022
Purchase of Common Stock 22,591 11.4363 10/18/2022
Purchase of Common Stock 172,770 11.3029 10/19/2022