SEC Form 4 · accession 0000921895-17-000027
ALTABA INC. · AABA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey C Smith
Director
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001011006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1 | Dec 31, 2016 | A | 452 | — | A | 9,789 | D | |
| Common Stock, $0.001 par valueF2 | holding | — | — | — | 9,352,212 | I | By Starboard Value and Opportunity Master Fund Ltd | |
| Common Stock, $0.001 par valueF3 | holding | — | — | — | 1,107,775 | I | By Starboard Value and Opportunity S LLC | |
| Common Stock, $0.001 par valueF4 | holding | — | — | — | 609,565 | I | By Starboard Value and Opportunity C LP | |
| Common Stock, $0.001 par valueF5 | holding | — | — | — | 1,229,075 | I | By Managed Account of Starboard Value LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Total Return SwapF6,F7 | $32.09 | holding | — | — | — | — | Oct 19, 2017 | Common Stock, $0.001 par value | 2,246,845 | 1 | I |
| Cash-Settled Total Return SwapF6,F7 | $31.4255 | holding | — | — | — | — | Oct 19, 2017 | Common Stock, $0.001 par value | 1,774,566 | 1 | I |
Explanation of responses
- F1These shares represent an automatic grant of restricted stock units under the Yahoo! Inc. Directors' Stock Plan (which permits directors to elect to receive payment of quarterly directors' fees in the form of restricted stock units). This grant was made in lieu of cash fees of $17,500. Each restricted stock unit represents the right to receive one share of Yahoo! Inc. common stock. These units are fully vested on the date of grant. The Reporting Person has elected to defer payment of the vested shares until the date of his termination of service as a director.
- F2Shares of common stock owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares of common stock directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- F3Shares of common stock owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares of common stock directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- F4Shares of common stock owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares of common stock directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- F5Shares of common stock held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares of common stock held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
- F6Starboard Leaders Foxtrot LLC ("Starboard Foxtrot LLC") has entered into certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide Starboard Foxtrot LLC with economic exposure to an aggregate of 4,021,411 notional shares. The Swap Agreements provide Starboard Foxtrot LLC with economic results that are comparable to the economic results of ownership but do not provide Starboard Foxtrot LLC with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subjectof the Swap Agreements (the "Subject Shares"). The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent ofhis pecuniary interest therein.
- F7Represents the reference price associated with the applicable Swap Agreement.