SEC Form 4 · accession 0000921895-19-000256
Gen Digital Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter A Feld
Director
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 9:31 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 ValueF8,F1 | Feb 5, 2019 | J | 8,783,095 | $20.6752 | A | 12,343,662 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.01 Par ValueF2 | Feb 5, 2019 | J | 930,000 | $20.9703 | A | 1,689,748 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.01 Par ValueF3 | Feb 5, 2019 | J | 530,000 | $20.9703 | A | 967,113 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.01 Par ValueF7 | Feb 5, 2019 | J | 1,255,905 | $23.0219 | A | 17,548,076 | I | By Managed Accounts of Starboard Value LP |
| Common Stock, $0.01 Par Value | holding | — | — | — | 7,993 | D | ||
| Common Stock, $0.01 Par ValueF4 | holding | — | — | — | 1,198,198 | I | By Starboard Leaders Tango LLC | |
| Common Stock, $0.01 Par ValueF5 | holding | — | — | — | 1,604,333 | I | By Starboard Leaders Select VI LP | |
| Common Stock, $0.01 Par ValueF8,F6 | holding | — | — | — | 649,666 | I | By Starboard Value and Opportunity Master Fund L 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 ContractF9,F1 | — | Feb 5, 2019 | J | 1 | D | — | — | Common Stock, $0.01 Par Value | 8,783,095 | 0 | I |
| Forward Purchase ContractF9,F2 | — | Feb 5, 2019 | J | 1 | D | — | — | Common Stock, $0.01 Par Value | 930,000 | 0 | I |
| Forward Purchase ContractF9,F3 | — | Feb 5, 2019 | J | 1 | D | — | — | Common Stock, $0.01 Par Value | 530,000 | 0 | I |
| Forward Purchase ContractF9,F7 | — | Feb 5, 2019 | J | 1 | D | — | — | Common Stock, $0.01 Par Value | 1,255,905 | 0 | I |
Explanation of responses
- F1Securities 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.
- F2Securities 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.
- F3Securities 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.
- F4Securities 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.
- F5Securities 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.
- F6Securities owned directly by Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"). 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 L Master, 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 L Master 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 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.
- F8Starboard V&O Fund transferred 649,666 shares of Common Stock, $0.01 par value (the "Shares") held by it to Starboard L Master in a transaction exempt from Section 16, pursuant to Rule 16a-13 or otherwise.
- F9Represents the exercise of forward purchase contracts that each 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 with Morgan Stanley as the counterparty providing for the purchase of 8,783,095, 930,000, 530,000 and 1,255,905 Shares, respectively (the "Forward Contracts"). Each of the Forward Contracts had a final valuation date of December 4, 2019, and was eligible for early settlement. On February 5, 2019, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through one of the Starboard Value LP Accounts exercised the Forward Contracts at a price of $20.4668 per Share, $20.7828 per Share, $20.7828 per Share and $23.02 per Share, respectively, and thereby acquired 11,499,000 Shares in aggregate. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Value LP through one of the Starboard Value LP Accounts is no longer party to the Forward Contracts.