Sec Form 3 Filing - Starboard Principal Co LP @ ACACIA RESEARCH CORP - 2022-10-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Starboard Principal Co LP
2. Issuer Name and Ticker or Trading Symbol
ACACIA RESEARCH CORP [ ACTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Footnote 2
(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2022
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share( 1 )( 2 ) 2,703,404 I By Starboard Value and Opportunity Master Fund Ltd( 3 )
Common Stock, par value $0.001 per share( 1 )( 2 ) 500,000 I By Starboard Value and Opportunity S LLC( 4 )
Common Stock, par value $0.001 per share( 1 )( 2 ) 850,000 I By Managed Account of Starboard Value LP( 5 )
Common Stock, par value $0.001 per share( 1 )( 2 ) 290,000 I By Starboard Value and Opportunity C LP( 6 )
Common Stock, par value $0.001 per share( 1 )( 2 ) 275,000 I By Starboard Value and Opportunity Master Fund L LP( 7 )
Common Stock, par value $0.001 per share( 1 )( 2 ) 381,596 I By Starboard X Master Fund Ltd( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 3.65 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 189,239 I By Starboard Value and Opportunity Master Fund Ltd( 3 )
Series A Convertible Preferred Stock $ 3.65 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 35,000 I By Starboard Value and Opportunity S LLC( 4 )
Series A Convertible Preferred Stock $ 3.65 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 59,500 I By Managed Account of Starboard Value LP( 5 )
Series A Convertible Preferred Stock $ 3.65 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 20,300 I By Starboard Value and Opportunity C LP( 6 )
Series A Convertible Preferred Stock $ 3.65 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 19,250 I By Starboard Value and Opportunity Master Fund L LP( 7 )
Series A Convertible Preferred Stock $ 3.65 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 26,711 I By Starboard X Master Fund Ltd( 8 )
Series B Warrants ( 10 )( 11 ) ( 10 )( 11 ) ( 10 )( 11 ) Common Stock, par value $0.001 per share 54,068,052 I By Starboard Value and Opportunity Master Fund Ltd( 3 )
Series B Warrants ( 10 )( 11 ) ( 10 )( 11 ) ( 10 )( 11 ) Common Stock, par value $0.001 per share 10,000,000 I By Starboard Value and Opportunity S LLC( 4 )
Series B Warrants ( 10 )( 11 ) ( 10 )( 11 ) ( 10 )( 11 ) Common Stock, par value $0.001 per share 17,000,000 I By Managed Account of Starboard Value LP( 5 )
Series B Warrants ( 10 )( 11 ) ( 10 )( 11 ) ( 10 )( 11 ) Common Stock, par value $0.001 per share 5,800,000 I By Starboard Value and Opportunity C LP( 6 )
Series B Warrants ( 10 )( 11 ) ( 10 )( 11 ) ( 10 )( 11 ) Common Stock, par value $0.001 per share 5,500,000 I By Starboard Value and Opportunity Master Fund L LP( 7 )
Series B Warrants ( 10 )( 11 ) ( 10 )( 11 ) ( 10 )( 11 ) Common Stock, par value $0.001 per share 7,631,948 I By Starboard X Master Fund Ltd( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Starboard Principal Co LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
X See Footnote 2
Starboard Principal Co GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
X See Footnote 2
Feld Peter A
C/O STARBOARD VALUE LP
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE, FL33301
X See Footnote 2
Smith Jeffrey C
C/O STARBOARD VALUE LP
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE, FL33301
X See Footnote 2
Signatures
Starboard Principal Co LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/08/2022
Signature of Reporting Person Date
Starboard Principal Co GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/08/2022
Signature of Reporting Person Date
Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact 11/08/2022
Signature of Reporting Person Date
By: /s/ Jeffrey C. Smith 11/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").
( 2 )To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.
( 4 )Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.
( 5 )Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.
( 6 )Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.
( 7 )Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Star board L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.
( 8 )Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.
( 9 )Pursuant to a certain Recapitalization Agreement, dated October 30, 2022 (the "Recapitalization Agreement"), by and among certain of the Reporting Persons and the Issuer, the Series A Convertible Preferred Stock reported herein will be converted into shares of Common Stock on or prior to July 14, 2023, subject to the receipt of stockholder approval at the Issuer's next annual meeting of stockholders for an amendment and restatement of the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, dated as of January 7, 2020, to remove a 4.89% "blocker" provision.
( 10 )The Series B Warrants were exercisable commencing from the date of their issuance on February 25, 2020 and will expire on November 15, 2027. However, pursuant to the Recapitalization Agreement, the Reporting Persons agreed to irrevocably exercise an aggregate of 31,506,849 of the Series B Warrants, subject to certain price-based anti-dilution adjustments, on or prior to July 14, 2023 (unless approval of the Issuer's stockholders is required to remove a 4.89% "blocker" provision in accordance with the terms of the Series B Warrants), with an aggregate of 68,493,151 Series B Warrants to be cancelled immediately following the completion of a certain rights offering contemplated under the Recapitalization Agreement.
( 11 )The irrevocable exercise of the remaining Series B Warrants may be effected through a "Note Cancellation" (as defined in the Series B Warrants) or a combination of a "Note Cancellation" and a "Limited Cash Exercise" (as defined in the Series B Warrants) in accordance with the terms of the Series B Warrants, as determined by the Reporting Persons.

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