UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Cyxtera Technologies, Inc.
(f/k/a Starboard Value Acquisition Corp.)
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
23284C102
(CUSIP NUMBER)
Jeffrey C. Smith
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
COPIES TO:
Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 27, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check
the following box ◻.
The information required in 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, as amended (the “Act”), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act.
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On March 27, 2023, Jeff Smith resigned from the board of directors of the Issuer (the “Board”) and representatives of Starboard Value LP ceased serving as observers on the Board.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) is hereby amended and restated to read as follows:
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The below information is based on the number of Shares reported as issued and outstanding as of
March 13, 2023 in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023.
As described in Item 4, the Reporting Persons may be deemed the beneficial owner of the following as of 4 pm EDT on March 29, 2023:
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(b)
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1. Sole power to vote or direct vote: 11,602,587
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,602,587
4. Shared power to dispose or direct the disposition: 0
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B.
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Starboard S LLC
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(a)
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Starboard S LLC beneficially owned 2,054,489 Shares.
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Percentage: 1.1%
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(b)
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1. Sole power to vote or direct vote: 2,054,489
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,054,489
4. Shared power to dispose or direct the disposition: 0
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C.
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Starboard C LP
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(a)
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Starboard C LP beneficially owned 1,221,537 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 1,221,537
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,221,537
4. Shared power to dispose or direct the disposition: 0
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D.
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Starboard L Master
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(a)
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Starboard L Master beneficially owned 938,808 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 938,808
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 938,808
4. Shared power to dispose or direct the disposition: 0
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J.
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Starboard Value GP
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(a)
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Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of 20,767,571 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii)
2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares,
through the Starboard Value LP Account.
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Percentage: 11.6%
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(b)
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1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 20,767,571
4. Shared power to dispose or direct the disposition: 0
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K.
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Principal Co
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(a)
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Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of 22,130,128 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares
beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the
Starboard Value LP Account.
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Percentage: 11.6%
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(b)
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1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 20,767,571
4. Shared power to dispose or direct the disposition: 0
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L.
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Principal GP
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(a)
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Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner 20,767,571 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares
beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the
Starboard Value LP Account.
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Percentage: 11.6%
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(b)
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1. Sole power to vote or direct vote: 20,767,571
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 20,767,571
4. Shared power to dispose or direct the disposition: 0
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M.
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Mr. Smith
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(a)
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Mr. Smith may be deemed the beneficial owner of 20,770,844 Shares. Mr. Smith, 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) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C
LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account. In addition, Mr. Smith holds 3,273 shares received as settlement of
restricted stock units due to his former service as a member of the Board.
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Percentage: 11.6%
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(b)
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1. Sole power to vote or direct vote: 3,273
2. Shared power to vote or direct vote: 20,767,571
3. Sole power to dispose or direct the disposition: 3,273
4. Shared power to dispose or direct the disposition: 20,767,571
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to the Securities of the Issuer.
Item 6 is hereby amended to add the following
Due to Mr. Smith’s resignation from the Board, the unvested restricted stock units held by Mr. Smith expired without value.
Signatures
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 29, 2023