SEC Form SC 13D/A filed by Alight Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Alight, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

01626W101

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 15, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 22,190,437 Shares beneficially owned by Starboard V&O Fund is approximately $198,463,230, excluding brokerage commissions. The aggregate purchase price of the 2,821,540 Shares beneficially owned by Starboard S LLC is approximately $25,214,737, excluding brokerage commissions. The aggregate purchase price of the 2,189,383 Shares beneficially owned by Starboard C LP is approximately $19,562,709, excluding brokerage commissions. The aggregate purchase price of the 1,228,759 Shares beneficially owned by Starboard L Master is approximately $10,983,256, excluding brokerage commissions. The aggregate purchase price of the 7,157,058 Shares beneficially owned by Starboard X Master is approximately $64,003,922, excluding brokerage commissions. The aggregate purchase price of the 4,219,823 Shares held in the Starboard Value LP Account is approximately $38,866,102, excluding brokerage commissions.

The Shares beneficially owned by Dr. Dorsey are held in the Keith Dorsey and Linda Dorsey Revocable Living Trust, of which he is the co-trustee with his spouse, and were purchased in the open market with personal funds. The aggregate purchase price of the 2,000 Shares beneficially owned by Dr. Dorsey is $17,981, excluding brokerage commissions. The Shares beneficially owned by Mr. Levin are held in the Matthew Carl Levin Trust, of which he is the sole trustee, and were purchased in the open market with personal funds. The aggregate purchase price of the 2,635 Shares beneficially owned by Mr. Levin is $24,979, excluding brokerage commissions. The Shares beneficially owned by Ms. Rushing were purchased in the open market with personal funds. The aggregate purchase price of the 2,738 Shares beneficially owned by Ms. Rushing is $24,998, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On March 15, 2024, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer (the “Universal Proxy Notice”) in accordance with the notice requirements of the Federal “Universal Proxy Rules” promulgated under Rule 14a-19(b), and in satisfaction of Rule 14a-19(a)(1), of the Securities Exchange Act of 1934, as amended, notifying the Issuer as to the names of Starboard’s nominees for election to the Issuer’s board of directors (the “Board”) at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). Starboard has assumed the terms of three Class III directors currently serving on the Board will expire at the Annual Meeting. Accordingly, in the Universal Proxy Notice, Starboard stated its intention to solicit proxies for the election of Keith D. Dorsey, Matthew C. Levin and Coretha Rushing as nominees (the “Nominees”) to be elected to the Board at the Annual Meeting and designated former nominee, Gavin T. Molinelli, as an alternate nominee to be presented for election in the event any Nominee is unable (due to death, disability or otherwise) or becomes unwilling for any reason to serve as a nominee.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 547,740,219 Shares outstanding, as of February 23, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024.

Percentage: Approximately 4.1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.3%

Percentage: Approximately 7.3%

Percentage: Approximately 7.3%

Percentage: Approximately 7.3%

Percentage: Approximately 7.3%

Percentage: Approximately 7.3%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 0%

Percentage: Less than 1%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

Starboard V&O Fund previously entered into forward purchase contracts with UBS as the counterparty providing for the purchase of an aggregate of 8,967,289 Shares (each a “UBS Forward Contract” and collectively, the “UBS Forward Contracts”). Each of the UBS Forward Contracts had a final valuation date of June 9, 2025. Starboard V&O Fund exercised the UBS Forward Contracts and thereby acquired 8,967,289 Shares. Accordingly, Starboard V&O Fund is no longer a party to the UBS Forward Contracts.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 19, 2024

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

KEITH D. DORSEY

CORETHA RUSHING