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    SEC Form SC 13D/A filed by Merit Medical Systems, Inc. (Amendment)

    10/18/21 5:21:35 PM ET
    $MMSI
    Medical/Dental Instruments
    Health Care
    Get the next $MMSI alert in real time by email
    SC 13D/A 1 sc13da406297284_10182021.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D

    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. 4)1

    Merit Medical Systems, Inc.

    (Name of Issuer)

    Common Stock, no par value

    (Title of Class of Securities)

    589889104

    (CUSIP Number)

    JEFFREY C. SMITH

    STARBOARD VALUE LP

    777 Third Avenue, 18th Floor

    New York, New York 10017

    (212) 845-7977

     

    STEVE WOLOSKY, ESQ.

    ANDREW FREEDMAN, 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)

     

    October 14, 2021

    (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).

     

    CUSIP No. 589889104

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,679,283  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,679,283  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,679,283  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.8%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    2

    CUSIP No. 589889104

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            CAYMAN ISLANDS  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         1,387,856  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              1,387,856  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            1,387,856  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            2.5%  
      14   TYPE OF REPORTING PERSON  
             
            CO  

      

    3

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE AND OPPORTUNITY S LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         257,750  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              257,750  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            257,750  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    4

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE AND OPPORTUNITY C LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         149,824  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              149,824  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            149,824  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    5

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE R LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         149,824  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              149,824  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            149,824  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    6

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE R GP LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         291,793  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              291,793  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            291,793  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    7

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            CAYMAN ISLANDS  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         141,969  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              141,969  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            141,969  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    8

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE L LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         141,969  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              141,969  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            141,969  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    9

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD X MASTER FUND LTD  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            CAYMAN ISLANDS  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         261,568  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              261,568  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            261,568  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            CO  

      

    10

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE GP LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,679,283  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,679,283  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,679,283  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.8%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    11

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD PRINCIPAL CO LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,679,283  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,679,283  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,679,283  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.8%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    12

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD PRINCIPAL CO GP LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,679,283  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,679,283  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,679,283  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.8%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    13

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            JEFFREY C. SMITH  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         2,679,283  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              2,679,283  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,679,283  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.8%  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    14

    CUSIP No. 589889104

     

      1   NAME OF REPORTING PERSON  
             
            PETER A. FELD  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         2,679,283  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              2,679,283  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,679,283  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            4.8%  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    15

    CUSIP No. 589889104

    The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

    Item 3.Source and Amount of Funds or Other Consideration.

    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 1,387,856 Shares beneficially owned by Starboard V&O Fund is approximately $41,710,682, excluding brokerage commissions. The aggregate purchase price of the 257,750 Shares beneficially owned by Starboard S LLC is approximately $7,746,083, excluding brokerage commissions. The aggregate purchase price of the 149,824 Shares beneficially owned by Starboard C LP is approximately $4,502,616, excluding brokerage commissions. The aggregate purchase price of the 141,969 Shares beneficially owned by Starboard L Master is approximately $4,267,531, excluding brokerage commissions. The aggregate purchase price of the 261,568 Shares beneficially owned by Starboard X Master is approximately $11,634,372, excluding brokerage commissions. The aggregate purchase price of the 480,316 Shares held in the Starboard Value LP Account is approximately $16,210,099, excluding brokerage commissions.

     

    Item 5.Interest in Securities of the Issuer.

    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 56,270,524 Shares outstanding, as of August 3, 2021, 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 August 6, 2021.

    A.Starboard V&O Fund
    (a)As of the close of business on October 18, 2021, Starboard V&O Fund beneficially owned 1,387,856 Shares.

    Percentage: Approximately 2.5%

    (b)1. Sole power to vote or direct vote: 1,387,856
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 1,387,856
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    B.Starboard S LLC
    (a)As of the close of business on October 18, 2021, Starboard S LLC beneficially owned 257,750 Shares.

    16

    CUSIP No. 589889104

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 257,750
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 257,750
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    C.Starboard C LP
    (a)As of the close of business on October 18, 2021, Starboard C LP beneficially owned 149,824 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 149,824
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 149,824
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    D.Starboard R LP
    (a)Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 149,824 Shares owned by Starboard C LP.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 149,824
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 149,824
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    E.Starboard R GP
    (a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 149,824 shares owned by Starboard C LP and (ii) 141,969 Shares owned by Starboard L Master.

    Percentage: Less than 1%

    17

    CUSIP No. 589889104

    (b)1. Sole power to vote or direct vote: 291,793
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 291,793
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    F.Starboard L Master
    (a)As of the close of business on October 18, 2021, Starboard L Master beneficially owned 141,969 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 141,969
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 141,969
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    G.Starboard L GP
    (a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 141,969 Shares owned by Starboard L Master.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 141,969
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 141,969
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    H.Starboard X Master
    (a)As of the close of business on October 18, 2021, Starboard X Master beneficially owned 261,568 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 261,568
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 261,568
    4. Shared power to dispose or direct the disposition: 0

     

    18

    CUSIP No. 589889104

    (c)The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    I.Starboard Value LP
    (a)

    As of the close of business on October 18, 2021, 480,316 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,387,856 Shares owned by Starboard V&O Fund, (ii) 257,750 Shares owned by Starboard S LLC, (iii) 149,824 Shares owned by Starboard C LP, (iv) 141,969 Shares owned by Starboard L Master, (v) 261,568 Shares owned by Starboard X Master, and (vi) 480,316 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 4.8%

    (b)1. Sole power to vote or direct vote: 2,679,283
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,679,283
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference
    J.Starboard Value GP
    (a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,387,856 Shares owned by Starboard V&O Fund, (ii) 257,750 Shares owned by Starboard S LLC, (iii) 149,824 Shares owned by Starboard C LP, (iv) 141,969 Shares owned by Starboard L Master, (v) 261,568 Shares owned by Starboard X Master, and (vi) 480,316 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 4.8%

    (b)1. Sole power to vote or direct vote: 2,679,283
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,679,283
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    19

    CUSIP No. 589889104

    K.Principal Co
    (a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,387,856 Shares owned by Starboard V&O Fund, (ii) 257,750 Shares owned by Starboard S LLC, (iii) 149,824 Shares owned by Starboard C LP, (iv) 141,969 Shares owned by Starboard L Master, (v) 261,568 Shares owned by Starboard X Master, and (vi) 480,316 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 4.8%

    (b)1. Sole power to vote or direct vote: 2,679,283
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,679,283
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    L.Principal GP
    (a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,387,856 Shares owned by Starboard V&O Fund, (ii) 257,750 Shares owned by Starboard S LLC, (iii) 149,824 Shares owned by Starboard C LP, (iv) 141,969 Shares owned by Starboard L Master, (v) 261,568 Shares owned by Starboard X Master, and (vi) 480,316 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 4.8%

    (b)1. Sole power to vote or direct vote: 2,679,283
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,679,283
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    M.Messrs. Smith and Feld
    (a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,387,856 Shares owned by Starboard V&O Fund, (ii) 257,750 Shares owned by Starboard S LLC, (iii) 149,824 Shares owned by Starboard C LP, (iv) 141,969 Shares owned by Starboard L Master, (v) 261,568 Shares owned by Starboard X Master, and (vi) 480,316 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 4.8%

    20

    CUSIP No. 589889104

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 2,679,283
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 2,679,283

     

    (c)None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

    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.

    (d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
    (e)As of October 14, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
    21

    CUSIP No. 589889104

    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: October 18, 2021

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

    By: Starboard Value LP,

    its investment manager

     

    Starboard Value and Opportunity S LLC

    By: Starboard Value LP,

    its manager

     

    Starboard Value and Opportunity C LP

    By: Starboard Value R LP,

    its general partner

     

    STARBOARD VALUE R LP

    By: Starboard Value R GP LLC,

    its general partner

     

    Starboard Value and Opportunity Master Fund L LP

    By: Starboard Value L LP,

    its general partner

     

     

     

    Starboard Value L LP

    By: Starboard Value R GP LLC,

    its general partner

     

    Starboard X MASTER FUND LTD

    By: Starboard Value LP,

    its investment manager

     

    STARBOARD VALUE LP

    By: Starboard Value GP LLC,

    its general partner

     

    STARBOARD VALUE GP LLC

    By: Starboard Principal Co LP,

    its member

     

    STARBOARD PRINCIPAL CO LP

    By: Starboard Principal Co GP LLC,

    its general partner

     

    STARBOARD PRINCIPAL CO GP LLC

     

    Starboard Value R GP LLC

     

     
     
    By:

    /s/ Jeffrey C. Smith

      Name: Jeffrey C. Smith
      Title: Authorized Signatory

     

     
     

    /s/ Jeffrey C. Smith

    Jeffrey C. Smith
    Individually and as attorney-in-fact for Peter A. Feld

     

    22

    CUSIP No. 589889104

    SCHEDULE A

    Transactions in the Shares During the Past Sixty Days

    Nature of the Transaction

    Amount of Securities

    Purchased/(Sold)

    Price ($)

    Date of

    Purchase/Sale

     

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

     

    Sale of September 2021 Call Option ($70.00 Strike Price) (101,000)1 1.8000 08/20/2021
    Purchase of August 2021 Call Option ($70.00 Strike Price) 101,0002 0.1500 08/20/2021
    Sale of September 2021 Call Option ($72.50 Strike Price) (101,000)3 0.8500 08/23/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (101,000)4 0.5500 08/30/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (101,000)4 0.7000 09/02/2021
    Sale of Common Stock (4,980) 73.5593 09/02/2021
    Sale of Common Stock (5,152) 73.3280 09/03/2021
    Sale of Common Stock (5,341) 72.4764 09/09/2021
    Sale of Common Stock (817) 71.6597 09/14/2021
    Sale of Common Stock (9,548) 72.1793 09/15/2021
    Sale of Common Stock (2,743) 72.5427 09/16/2021
    Purchase of September 2021 Call Option ($72.50 Strike Price) 101,0005 0.6000 09/17/2021
    Sale of October 2021 Call Option ($72.50 Strike Price) (202,000)6 1.7000 09/17/2021
    Purchase of September 2021 Call Option ($70.00 Strike Price) 101,0007 1.7000 09/17/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (126,200)8 1.0321 09/21/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (75,800)8 0.9544 09/24/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (189,400)8 0.6500 10/01/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (126,200)8 0.2756 10/07/2021
    Sale of Common Stock (5,284) 73.0100 10/14/2021
    Purchase of October 2021 Call Option ($72.50 Strike Price) 202,0009 1.3500 10/14/2021
    Purchase of October 2021 Call Option ($75.00 Strike Price) 517,60010 0.1500 10/14/2021
    Sale of Common Stock (258,998) 71.1559 10/14/2021
    Sale of Common Stock (80,800) 73.0000 10/14/2021
    Sale of Common Stock (66,278) 72.1643 10/14/2021
    Sale of Common Stock (10,360) 72.0965 10/14/2021
    Sale of Common Stock (4,541) 71.2423 10/15/2021
    Sale of Common Stock (2,590) 70.2567 10/18/2021
    Sale of Common Stock (44,212) 70.0423 10/18/2021

     

     

     

    STARBOARD VALUE AND OPPORTUNITY C LP

     

    Sale of September 2021 Call Option ($70.00 Strike Price) (10,900)1 1.8000 08/20/2021
    Purchase of August 2021 Call Option ($70.00 Strike Price) 10,9002 0.1500 08/20/2021
    Sale of September 2021 Call Option ($72.50 Strike Price) (10,900)3 0.8500 08/23/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (10,900)4 0.5500 08/30/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (10,900)4 0.7000 09/02/2021
    Sale of Common Stock (537) 73.5593 09/02/2021
    Sale of Common Stock (556) 73.3280 09/03/2021
    Sale of Common Stock (577) 72.4764 09/09/2021
    Sale of Common Stock (88) 71.6597 09/14/2021
    Sale of Common Stock (1,031) 72.1793 09/15/2021
    Sale of Common Stock (296) 72.5427 09/16/2021
    Purchase of September 2021 Call Option ($72.50 Strike Price) 10,9005 0.6000 09/17/2021
    Purchase of September 2021 Call Option ($70.00 Strike Price) 10,9007 1.7000 09/17/2021
    Sale of October 2021 Call Option ($72.50 Strike Price) (21,800)6 1.7000 09/17/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (13,600)8 1.0321 09/21/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (8,200)8 0.9544 09/24/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (20,400)8 0.6500 10/01/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (13,600)8 0.2756 10/07/2021
    Sale of Common Stock (570) 73.0100 10/14/2021
    Purchase of October 2021 Call Option ($72.50 Strike Price) 21,8009 1.3500 10/14/2021
    Purchase of October 2021 Call Option ($75.00 Strike Price) 55,80010 0.1500 10/14/2021
    Sale of Common Stock (27,960) 71.1559 10/14/2021
    Sale of Common Stock (8,720) 73.0000 10/14/2021
    Sale of Common Stock (7,145) 72.1643 10/14/2021
    Sale of Common Stock (1,118) 72.0965 10/14/2021
    Sale of Common Stock (490) 71.2423 10/15/2021
    Sale of Common Stock (280) 70.2567 10/18/2021
    Sale of Common Stock (4,773) 70.0423 10/18/2021

      

     

     

    STARBOARD VALUE AND OPPORTUNITY S LLC

     

    Sale of September 2021 Call Option ($70.00 Strike Price) (18,800)1 1.8000 08/20/2021
    Purchase of August 2021 Call Option ($70.00 Strike Price) 18,8002 0.1500 08/20/2021
    Sale of September 2021 Call Option ($72.50 Strike Price) (18,800)3 0.8500 08/23/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (18,800)4 0.5500 08/30/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (18,800)4 0.7000 09/02/2021
    Sale of Common Stock (925) 73.5593 09/02/2021
    Sale of Common Stock (957) 73.3280 09/03/2021
    Sale of Common Stock (992) 72.4764 09/09/2021
    Sale of Common Stock (152) 71.6597 09/14/2021
    Sale of Common Stock (1,773) 72.1793 09/15/2021
    Sale of Common Stock (510) 72.5427 09/16/2021
    Purchase of September 2021 Call Option ($72.50 Strike Price) 18,8005 0.6000 09/17/2021
    Purchase of September 2021 Call Option ($70.00 Strike Price) 18,8007 1.7000 09/17/2021
    Sale of October 2021 Call Option ($72.50 Strike Price) (37,600)6 1.7000 09/17/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (23,500)8 1.0321 09/21/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (14,100)8 0.9544 09/24/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (35,300)8 0.6500 10/01/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (23,500)8 0.2756 10/07/2021
    Sale of Common Stock (981) 73.0100 10/14/2021
    Purchase of October 2021 Call Option ($72.50 Strike Price) 37,6009 1.3500 10/14/2021
    Purchase of October 2021 Call Option ($75.00 Strike Price) 96,40010 0.1500 10/14/2021
    Sale of Common Stock (48,100) 71.1559 10/14/2021
    Sale of Common Stock (15,040) 73.0000 10/14/2021
    Sale of Common Stock (12,344) 72.1643 10/14/2021
    Sale of Common Stock (1,924) 72.0965 10/14/2021
    Sale of Common Stock (843) 71.2423 10/15/2021
    Sale of Common Stock (481) 70.2567 10/18/2021
    Sale of Common Stock (8,211) 70.0423 10/18/2021

     

     

     

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

     

    Sale of September 2021 Call Option ($70.00 Strike Price) (10,300)1 1.8000 08/20/2021
    Purchase of August 2021 Call Option ($70.00 Strike Price) 10,3002 0.1500 08/20/2021
    Sale of September 2021 Call Option ($72.50 Strike Price) (10,300)3 0.8500 08/23/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (10,300)4 0.5500 08/30/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (10,300)4 0.7000 09/02/2021
    Sale of Common Stock (510) 73.5593 09/02/2021
    Sale of Common Stock (527) 73.3280 09/03/2021
    Sale of Common Stock (546) 72.4764 09/09/2021
    Sale of Common Stock (83) 71.6597 09/14/2021
    Sale of Common Stock (977) 72.1793 09/15/2021
    Sale of Common Stock (281) 72.5427 09/16/2021
    Purchase of September 2021 Call Option ($72.50 Strike Price) 10,3005 0.6000 09/17/2021
    Sale of October 2021 Call Option ($72.50 Strike Price) (20,600)6 1.7000 09/17/2021
    Purchase of September 2021 Call Option ($70.00 Strike Price) 10,3007 1.7000 09/17/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (12,900)8 1.0321 09/21/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (7,700)8 0.9544 09/24/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (19,300)8 0.6500 10/01/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (12,900)8 0.2756 10/07/2021
    Sale of Common Stock (540) 73.0100 10/14/2021
    Purchase of October 2021 Call Option ($72.50 Strike Price) 20,6009 1.3500 10/14/2021
    Purchase of October 2021 Call Option ($75.00 Strike Price) 52,80010 0.1500 10/14/2021
    Sale of Common Stock (26,494) 71.1559 10/14/2021
    Sale of Common Stock (8,240) 73.0000 10/14/2021
    Sale of Common Stock (6,761) 72.1643 10/14/2021
    Sale of Common Stock (1,060) 72.0965 10/14/2021
    Sale of Common Stock (465) 71.2423 10/15/2021
    Sale of Common Stock (265) 70.2567 10/18/2021
    Sale of Common Stock (4,522) 70.0423 10/18/2021

     

     

     

    STARBOARD VALUE X MASTER FUND LTD

     

    Sale of September 2021 Call Option ($70.00 Strike Price) (19,000)1 1.8000 08/20/2021
    Purchase of August 2021 Call Option ($70.00 Strike Price) 19,0002 0.1500 08/20/2021
    Sale of September 2021 Call Option ($72.50 Strike Price) (19,000)3 0.8500 08/23/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (19,000)4 0.5500 08/30/2021
    Sale of September 2021 Call Option ($75.00 Strike Price) (19,000)4 0.7000 09/02/2021
    Sale of Common Stock (939) 73.5593 09/02/2021
    Sale of Common Stock (971) 73.3280 09/03/2021
    Sale of Common Stock (1,007) 72.4764 09/09/2021
    Sale of Common Stock (154) 71.6597 09/14/2021
    Sale of Common Stock (1,799) 72.1793 09/15/2021
    Sale of Common Stock (517) 72.5427 09/16/2021
    Purchase of September 2021 Call Option ($72.50 Strike Price) 19,0005 0.6000 09/17/2021
    Sale of October 2021 Call Option ($72.50 Strike Price) (38,000)6 1.7000 09/17/2021
    Purchase of September 2021 Call Option ($70.00 Strike Price) 19,0007 1.7000 09/17/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (23,800)8 1.0321 09/21/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (14,200)8 0.9544 09/24/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (35,600)8 0.6500 10/01/2021
    Sale of October 2021 Call Option ($75.00 Strike Price) (23,800)8 0.2756 10/07/2021
    Sale of Common Stock (996) 73.0100 10/14/2021
    Purchase of October 2021 Call Option ($72.50 Strike Price) 38,0009 1.3500 10/14/2021
    Purchase of October 2021 Call Option ($75.00 Strike Price) 97,40010 0.1500 10/14/2021
    Sale of Common Stock (48,813) 71.1559 10/14/2021
    Sale of Common Stock (15,200) 73.0000 10/14/2021
    Sale of Common Stock (12,472) 72.1643 10/14/2021
    Sale of Common Stock (1,953) 72.0965 10/14/2021
    Sale of Common Stock (856) 71.2423 10/15/2021
    Sale of Common Stock (488) 70.2567 10/18/2021
    Sale of Common Stock (8,332) 70.0423 10/18/2021

     

     

     

    STARBOARD VALUE LP

    (Through the Starboard Value LP Account)

     

    Sale of Common Stock (1,760) 73.5593 09/02/2021
    Sale of Common Stock (1,837) 73.3280 09/03/2021
    Sale of Common Stock (1,886) 72.4764 09/09/2021
    Sale of Common Stock (279) 71.6597 09/14/2021
    Sale of Common Stock (3,299) 72.1793 09/15/2021
    Sale of Common Stock (951) 72.5427 09/16/2021
    Sale of Common Stock (1,829) 73.0100 10/14/2021
    Sale of Common Stock (89,635) 71.1559 10/14/2021
    Sale of Common Stock (3,585) 72.0965 10/14/2021
    Sale of Common Stock (1,571) 71.2423 10/15/2021
    Sale of Common Stock (896) 70.2567 10/18/2021
    Sale of Common Stock (15,301) 70.0423 10/18/2021

     


    1 Represents Shares underlying American-style call options sold short in the over the counter market. These call options had an exercise price of $70.00 per Share and expired on September 17, 2021.

    2 Represents Shares underlying American-style call options purchased in the over the counter market. These call options had an exercise price of $70.00 per Share and expired on August 20, 2021.

    3 Represents Shares underlying American-style call options sold short in the over the counter market. These call options had an exercise price of $72.50 per Share and expired on September 17, 2021.

    4 Represents Shares underlying American-style call options sold short in the over the counter market. These call options had an exercise price of $75.00 per Share and expired on September 17, 2021.

    5 Represents Shares underlying American-style call options purchased in the over the counter market. These call options had an exercise price of $72.50 per Share and expired on September 17, 2021.

    6 Represents Shares underlying American-style call options sold short in the over the counter market. These call options had an exercise price of $72.50 per Share and expired on October 15, 2021.

    7 Represents Shares underlying American-style call options purchased in the over the counter market. These call options had an exercise price of $70.00 per Share and expired on October 15, 2021.

    8 Represents Shares underlying American-style call options sold short in the over the counter market. These call options had an exercise price of $75.00 per Share and expired on October 15, 2021.

    9 Represents Shares underlying American-style call options purchased in the over the counter market. These call options had an exercise price of $72.50 per Share and expired on October 15, 2021.

    10 Represents Shares underlying American-style call options purchased in the over the counter market. These call options had an exercise price of $75.00 per Share and expired on October 15, 2021.

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