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AECOM — Major Shareholding Notification 2020
Dec 9, 2020
30349_mrq_2020-12-09_8549488f-cdcc-44c4-9b36-f0aa65d7fb83.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da106297155_12082020.htm AMENDMENT NO. 1 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. 1) 1
AECOM
(Name of Issuer)
Common Stock , $0.01 par value
(Title of Class of Securities)
00766T100
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18 th 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)
December 8, 2020
(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.
Field: Rule-Page
Field: /Rule-Page
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 ).
Field: Page; Sequence: 1
CUSIP No. 00766T100
Field: /Page
| 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 | 7,771,992 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 7,771,992 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,771,992 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
Field: Page; Sequence: 2
2
CUSIP No. 00766T100
Field: /Page
| 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 | 3,496,800 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 3,496,800 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,496,800 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 2.3% | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
Field: Page; Sequence: 3
3
CUSIP No. 00766T100
Field: /Page
| 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 | 624,748 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 624,748 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 624,748 | ||
| 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 |
Field: Page; Sequence: 4
4
CUSIP No. 00766T100
Field: /Page
| 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 | 360,962 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 360,962 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 360,962 | ||
| 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 |
Field: Page; Sequence: 5
5
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD P FUND 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 | 657,464 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 657,464 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 657,464 | ||
| 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 |
Field: Page; Sequence: 6
6
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD VALUE P 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 | 657,464 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 657,464 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 657,464 | ||
| 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 |
Field: Page; Sequence: 7
7
CUSIP No. 00766T100
Field: /Page
| 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 | 1,018,426 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 1,018,426 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,018,426 | ||
| 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 |
Field: Page; Sequence: 8
8
CUSIP No. 00766T100
Field: /Page
| 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 | 313,391 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 313,391 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 313,391 | ||
| 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 |
Field: Page; Sequence: 9
9
CUSIP No. 00766T100
Field: /Page
| 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 | 313,391 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 313,391 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 313,391 | ||
| 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 |
Field: Page; Sequence: 10
10
CUSIP No. 00766T100
Field: /Page
| 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 | 1,331,817 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 1,331,817 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,331,817 | ||
| 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 |
Field: Page; Sequence: 11
11
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD LEADERS YANKEE 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 | 364,945 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 364,945 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 364,945 | ||
| 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 |
Field: Page; Sequence: 12
12
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD LEADERS FUND 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 | 364,945 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 364,945 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 364,945 | ||
| 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 |
Field: Page; Sequence: 13
13
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD LEADERS SELECT X 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 | 379,302 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 379,302 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 379,302 | ||
| 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 |
Field: Page; Sequence: 14
14
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD LEADERS SELECT X 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 | 379,302 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 379,302 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 379,302 | ||
| 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 |
Field: Page; Sequence: 15
15
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD VALUE A 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 | 744,247 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 744,247 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 744,247 | ||
| 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 |
Field: Page; Sequence: 16
16
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD VALUE A 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 | 744,247 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 744,247 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 744,247 | ||
| 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 |
Field: Page; Sequence: 17
17
CUSIP No. 00766T100
Field: /Page
| NAME OF REPORTING PERSON | ||
|---|---|---|
| STARBOARD VALUE 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 | 479,797 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 479,797 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 479,797 | ||
| 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 |
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CUSIP No. 00766T100
Field: /Page
| 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 | 7,771,992 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 7,771,992 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,771,992 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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CUSIP No. 00766T100
Field: /Page
| 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 | 7,771,992 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 7,771,992 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,771,992 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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CUSIP No. 00766T100
Field: /Page
| 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 | 7,771,992 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 7,771,992 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,771,992 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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CUSIP No. 00766T100
Field: /Page
| 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 | 7,771,992 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 7,771,992 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,771,992 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP No. 00766T100
Field: /Page
| 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 | 7,771,992 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 7,771,992 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 7,771,992 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.2% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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23
CUSIP No. 00766T100
Field: /Page
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 4. Purpose of Transaction .
Item 4 is hereby amended to add the following:
Starboard Value LP (together with its affiliates, “Starboard”) and the Issuer have engaged in discussions regarding the composition of the Issuer’s Board of Directors (the “Board”) and certain other matters. Following such discussions, the Issuer announced on December 8, 2020, that Starboard and the Issuer have agreed on the nominations of Diane C. Creel and Sander van’t Noordende as new independent directors for election to the Board at the Issuer’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), which is anticipated to occur on February 24, 2021. The Issuer has agreed to include Ms. Creel and Mr. van’t Noordende as nominees in its proxy statement in connection with the 2021 Annual Meeting. Messrs. Steven A. Kandarian and Robert J. Routs have both notified the Issuer that they will not stand for re-election to the Board at the 2021 Annual Meeting. The Issuer agreed to nominate all of the remaining directors for re-election to the Board at the 2021 Annual Meeting, including the three directors appointed pursuant to the 2019 agreement between the Issuer and Starboard. With these changes to the Board, seven of the eleven Board members will have been appointed within the past year.
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CUSIP No. 00766T100
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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: December 9, 2020
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 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 VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD P FUND LP By: Starboard Value P GP LLC, its general partner STARBOARD VALUE P GP LLC By: Starboard Value R LP, its member STARBOARD LEADERS YANKEE LLC By: Starboard Value A LP, its managing member Starboard Leaders Fund LP By: Starboard Value A LP, its general partner Starboard Leaders Select X LP By: Starboard Leaders Select X GP LLC, its general partner STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner STARBOARD VALUE 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 A GP LLC Starboard Value R GP LLC Starboard Leaders Select X GP LLC
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CUSIP No. 00766T100
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| By: | |
|---|---|
| Name: | Jeffrey C. Smith |
| Title: | Authorized Signatory |
| /s/ Jeffrey C. Smith |
|---|
| Jeffrey C. Smith |
| Individually and as attorney-in-fact for Peter A. Feld |
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