ACACIA RESEARCH CORP — Director's Dealing 2023

Jul 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACACIA RESEARCH CORP (ACTG)
CIK: 0000934549
Period of Report: 2023-07-13

Reporting Person: Starboard Value LP (10% Owner, See Footnote 2)
Reporting Person: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD (10% Owner, See Footnote 2)
Reporting Person: STARBOARD VALUE & OPPORTUNITY S LLC (10% Owner, See Footnote 2)
Reporting Person: Starboard Value & Opportunity C LP (10% Owner, See Footnote 2)
Reporting Person: Starboard Value & Opportunity Master Fund L LP (10% Owner, See Footnote 2)
Reporting Person: Starboard X Master Fund Ltd (10% Owner, See Footnote 2)
Reporting Person: Starboard Value R LP (10% Owner, See Footnote 2)
Reporting Person: Starboard Value L LP (10% Owner, See Footnote 2)
Reporting Person: Starboard Value GP LLC (10% Owner, See Footnote 2)
Reporting Person: Starboard Value R GP LLC (See Footnote 2)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-13	Common Stock, par value $0.001 per share	M	5199608	$3.6500	Acquired	16013228	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	961675	$3.6500	Acquired	2961675	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	1634847	$3.6500	Acquired	5034847	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	557772	$3.6500	Acquired	1717772	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	528921	$3.6500	Acquired	1628921	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	733923	$3.6500	Acquired	2260303	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	17035140	$3.6500	Acquired	33048368	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	3150685	$3.6500	Acquired	6112360	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	5356164	$3.6500	Acquired	10391011	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	1827397	$3.6500	Acquired	3545169	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	1732877	$3.6500	Acquired	3361798	Indirect
2023-07-13	Common Stock, par value $0.001 per share	M	2404586	$3.6500	Acquired	4664889	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-13	Series A Convertible Preferred Stock	$3.65	M	189239	Disposed		Common Stock, par value $0.001 per share (189239)	Indirect
2023-07-13	Series A Convertible Preferred Stock	$3.65	M	35000	Disposed		Common Stock, par value $0.001 per share (35000)	Indirect
2023-07-13	Series A Convertible Preferred Stock	$3.65	M	59500	Disposed		Common Stock, par value $0.001 per share (59500)	Indirect
2023-07-13	Series A Convertible Preferred Stock	$3.65	M	20300	Disposed		Common Stock, par value $0.001 per share (20300)	Indirect
2023-07-13	Series A Convertible Preferred Stock	$3.65	M	19250	Disposed		Common Stock, par value $0.001 per share (19250)	Indirect
2023-07-13	Series A Convertible Preferred Stock	$3.65	M	26711	Disposed		Common Stock, par value $0.001 per share (26711)	Indirect
2023-07-13	Series B Warrants	$	M	17035140	Disposed		Common Stock, par value $0.001 per share (17035140)	Indirect
2023-07-13	Series B Warrants	$	M	3150685	Disposed		Common Stock, par value $0.001 per share (3150685)	Indirect
2023-07-13	Series B Warrants	$	M	5356164	Disposed		Common Stock, par value $0.001 per share (5356164)	Indirect
2023-07-13	Series B Warrants	$	M	1827397	Disposed		Common Stock, par value $0.001 per share (1827397)	Indirect
2023-07-13	Series B Warrants	$	M	1732877	Disposed		Common Stock, par value $0.001 per share (1732877)	Indirect
2023-07-13	Series B Warrants	$	M	2404586	Disposed		Common Stock, par value $0.001 per share (2404586)	Indirect

Footnotes

F1: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons").

F2: To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.

F4: Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.

F5: Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.

F6: Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.

F7: Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.

F8: Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.

F9: Pursuant to the previously announced Recapitalization Agreement, dated October 30, 2022, by and among certain of the Reporting Persons and the Issuer (the "Recapitalization Agreement"), as well as that certain Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which was previously approved by the Issuer's stockholders at the annual meeting on May 16, 2023, to remove the 4.89% blocker provision contained therein (the "Stockholder Approval"), the Reporting Persons converted an aggregate amount of 350,000 shares of Series A Convertible Preferred Stock into 9,616,746 shares of Common Stock, including 27,704 shares of Common Stock issued in respect of accrued and unpaid dividends. As previously disclosed, the Series A Convertible Preferred Stock would be converted into shares of Common Stock on or prior to July 14, 2023, subject to receipt of the Stockholder Approval.

F10: Pursuant to the Recapitalization Agreement and the Issuer's Series B Warrants, the Reporting Persons irrevocably exercised 31,506,849 of the Series B Warrants through a combination of a "Note Cancellation" and a "Limited Cash Exercise" (each as defined in the Series B Warrants), as determined by the Reporting Persons, for an aggregate total of 31,506,849 shares of Common Stock (the "Series B Warrants Exercise"). Pursuant to the Series B Warrants Exercise, the Issuer cancelled $60 million aggregate principal amount of senior secured notes held by the Reporting Persons and received aggregate gross proceeds of approximately $55 million. As previously disclosed, the Series B Warrants were exercisable until their expiration on November 15, 2027, however, the Reporting Persons agreed to irrevocably exercise their remaining Series B Warrants on or prior to July 14, 2023.

F11: The transactions reported herein are exempt pursuant to Rule 16b-3.