SEC Form 4 · accession 0000921895-18-003266
Gen Digital Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Feld
Director
Period of report
Dec 7, 2018
Accepted (ET)
Dec 11, 2018 · 6:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000849399
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 Par ValueF1 | Dec 7, 2018 | A | 6,764 | $0.00 | A | 6,764 | D | |
| Common Stock, $0.01 Par ValueF2 | Dec 7, 2018 | A | 1,229 | $21.78 | A | 7,993 | D | |
| Common Stock, $0.01 Par ValueF3 | holding | — | — | — | 4,210,233 | I | By Starboard Value and Opportunity Master Fund Ltd | |
| Common Stock, $0.01 Par ValueF4 | holding | — | — | — | 759,748 | I | By Starboard Value and Opportunity S LLC | |
| Common Stock, $0.01 Par ValueF5 | holding | — | — | — | 437,113 | I | By Starboard Value and Opportunity C LP | |
| Common Stock, $0.01 Par ValueF6 | holding | — | — | — | 1,198,198 | I | By Starboard Leaders Tango LLC | |
| Common Stock, $0.01 Par ValueF7 | holding | — | — | — | 1,604,333 | I | By Starboard Leaders Select VI LP | |
| Common Stock, $0.01 Par ValueF8 | holding | — | — | — | 16,292,171 | I | By Managed Accounts 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Purchase ContractF3,F9 | — | holding | — | — | — | — | Dec 4, 2019 | Common Stock, $0.01 Par Value | 8,783,095 | 1 | I |
| Forward Purchase ContractF4,F9 | — | holding | — | — | — | — | Dec 4, 2019 | Common Stock, $0.01 Par Value | 930,000 | 1 | I |
| Forward Purchase ContractF5,F9 | — | holding | — | — | — | — | Dec 4, 2019 | Common Stock, $0.01 Par Value | 530,000 | 1 | I |
| Forward Purchase ContractF8,F9 | — | holding | — | — | — | — | Dec 4, 2019 | Common Stock, $0.01 Par Value | 1,255,905 | 1 | I |
Explanation of responses
- F1In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date.
- F2Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended.
- F3Securities 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 securities 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 securities except to the extent of his pecuniary interest therein.
- F4Securities 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 securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F5Securities 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 securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F6Securities owned directly by Starboard Leaders Tango LLC ("Starboard Tango 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 investment manager of Starboard Tango 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 securities directly held by Starboard Tango LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F7Securities owned directly by Starboard Leaders Select VI LP ("Starboard Select VI 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 Select VI 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 securities directly held by Starboard Select VI LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F8Securities held in certain accounts managed by Starboard Value LP (the "Starboard Value LP Accounts"). 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 securities held in the Starboard Value LP Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F9Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through one of the Starboard Value LP Accounts entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase of an aggregate of 8,783,095, 930,000, 530,000 and 1,255,905 shares of Common Stock, respectively (the "Forward Contracts"). Each of the Forward Contracts has a final valuation date of December 4, 2019, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP has the ability to elect early settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contracts provide for physical settlement. Until the settlement date, none of the Forward Contracts give Starboard V&O Fund, Starboard S LLC, Starboard C LP or Starboard Value LP voting or dispositive control over the Shares to which such contracts relate.