SEC Form SC 13D/A filed by Mercury Systems 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. 2)¹

Mercury Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

589378108

(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)

June 13, 2023

(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.

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. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 1,518,803 Shares beneficially owned by Starboard V&O Fund is approximately $77,471,862, excluding brokerage commissions. The aggregate purchase price of the 194,038 Shares beneficially owned by Starboard S LLC is approximately $9,819,972, excluding brokerage commissions. The aggregate purchase price of the 144,322 Shares beneficially owned by Starboard C LP is approximately $7,303,386, excluding brokerage commissions. The aggregate purchase price of the 100,784 Shares beneficially owned by Starboard L Master is approximately $5,099,741, excluding brokerage commissions. The aggregate purchase price of the 381,415 Shares beneficially owned by Starboard X Master is approximately $19,335,681, excluding brokerage commissions. The aggregate purchase price of the 320,896 Shares held in the Starboard Value LP Account is approximately $16,738,179, excluding brokerage commissions.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 58,190,096 Shares outstanding, as of April 30, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2023.

Percentage: Approximately 2.6%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,518,803
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 194,038
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 144,322
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 144,322
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 100,784
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 100,784
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 245,106
4. Shared power to dispose or direct the disposition: 0

Percentage: Less than 1%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 381,415
4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 4.6%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,660,258

4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 4.6%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,660,258
4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 4.6%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,660,258
4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 4.6%

2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,660,258
4. Shared power to dispose or direct the disposition: 0

Percentage: Approximately 4.6%

2. Shared power to vote or direct vote: 2,660,258
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,660,258

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

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: June 15, 2023

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD X MASTER FUND LTD

STARBOARD VALUE LP

(Through the Starboard Value LP Account)