SEC Form 4 · accession 0001415889-15-003396
QUANTUM CORP /DE/ · QMCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Starboard Value LP
10% Owner
Starboard Value GP LLC
10% Owner
Starboard Principal Co LP
10% Owner
Starboard Principal Co GP LLC
10% Owner
STARBOARD VALUE & OPPORTUNITY S LLC
10% Owner
Starboard Value & Opportunity C LP
10% Owner
Starboard Value R LP
10% Owner
Starboard Value R GP LLC
10% Owner
Period of report
Oct 9, 2015
Accepted (ET)
Oct 13, 2015 · 9:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000709283
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.50% Convertible Senior Notes due 2017F1,F2,F5,F3,F4 | $1.65 | Oct 9, 2015 | P | — | A | — | Nov 15, 2017 | Common Stock | 2,279,903 | — | I |
| 4.50% Convertible Senior Notes due 2017F1,F2,F6,F3,F4 | $1.65 | Oct 9, 2015 | P | — | A | — | Nov 15, 2017 | Common Stock | 264,117 | — | I |
| 4.50% Convertible Senior Notes due 2017F1,F2,F7,F3,F4 | $1.65 | Oct 9, 2015 | P | — | A | — | Nov 15, 2017 | Common Stock | 148,755 | — | I |
| 4.50% Convertible Senior Notes due 2017F1,F2,F8,F3,F4 | $1.65 | Oct 9, 2015 | P | — | A | — | Nov 15, 2017 | Common Stock | 343,048 | — | I |
Explanation of responses
- F1This Form 4 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 LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
- F2Each 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 shares of Common Stock 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 shares of Common Stock for purposes of Section 16 or for any other purpose.
- F3The notes are convertible at an initial conversion rate of 607.1645 shares of the Issuer's common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $1.65 per share of the Issuer's common stock), subject to adjustment in certain circumstances.
- F4The Reporting Persons may convert their notes at their option, at any time prior to the close of business on the business day immediately preceding November 15, 2017.
- F5Shares of Common Stock, including Shares underlying the notes, 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 shares of Common Stock 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, Mitchell 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 shares of Common Stock beneficially owned by Starboard V&O Fund.
- F6Shares of Common Stock, including Shares underlying the notes, 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 shares of Common Stock 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, Mitchell 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 shares of Common Stock beneficially owned by Starboard S LLC.
- F7Shares of Common Stock, including Shares underlying the notes, 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 shares of Common Stock 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 shares of Common Stock 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, Mitchell 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 shares of Common Stock beneficially owned by Starboard C LP.
- F8Shares, including Shares underlying the notes, held in an account managed by Starboard Value LP. 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, Mitchell 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 shares of Common Stock beneficially owned by Starboard Value LP.