View:
Download DOC
Download PDF
Download XLS

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

ACI Worldwide, Inc.

(Name of Issuer)

Common Stock, $0.005 par value

(Title of Class of Securities)

004498101

(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 7, 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.

 

 

 

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. 004498101

  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         10,475,112  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          10,475,112  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,475,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

2

CUSIP No. 004498101

  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         5,569,665  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,569,665  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,569,665*  
  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  
         
        CO  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

3

CUSIP No. 004498101

 

  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         977,901  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          977,901  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        977,901  
  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. 004498101

 

  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         584,820  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          584,820  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        584,820  
  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. 004498101

 

  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         584,820  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          584,820  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        584,820  
  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. 004498101

 

  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         1,043,378  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,043,378  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,043,378  
  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. 004498101

 

  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         458,558  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          458,558  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        458,558  
  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. 004498101

 

  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         458,558  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          458,558  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        458,558  
  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. 004498101

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD LEADERS CHARLIE II 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         424,598  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          424,598  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        424,598  
  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  

  

10

CUSIP No. 004498101

 

  1   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         424,598  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          424,598  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        424,598  
  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  

  

11

CUSIP No. 004498101

 

  1   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         424,598  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          424,598  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        424,598  
  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  

  

12

CUSIP No. 004498101

 

  1   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         424,598  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          424,598  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        424,598  
  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  

  

13

CUSIP No. 004498101

 

  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         790,361  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          790,361  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        790,361  
  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  

  

14

CUSIP No. 004498101

 

  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         10,475,112  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          10,475,112  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,475,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

15

CUSIP No. 004498101

 

  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         10,475,112  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          10,475,112  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,475,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

16

CUSIP No. 004498101

 

  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         10,475,112  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          10,475,112  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,475,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

17

CUSIP No. 004498101

 

  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         10,475,112  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          10,475,112  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,475,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

18

CUSIP No. 004498101

 

  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         10,475,112  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          10,475,112  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        10,475,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 1,795,000 Shares underlying a certain forward purchase contract exercisable within 60 days hereof.

19

CUSIP No. 004498101

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to Common Stock, $0.005 par value per share (the “Shares”), of ACI Worldwide, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3520 Kraft Rd, Suite 300, Naples, Florida 34105.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(viii)Starboard Leaders Charlie II LLC, a Delaware limited liability company (“Starboard Charlie II LLC”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Charlie II LLC;
(x)Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Charlie II LLC;
(xi)Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;
(xii)Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;
20

CUSIP No. 004498101

(xiii)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard Charlie II LLC, Starboard Leaders Fund, Starboard X Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(xiv)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xv)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xvi)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xvii)Jeffrey C. 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; and
(xviii)Peter A. 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.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard L GP, Starboard Charlie II LLC, Starboard Leaders Fund, Starboard A LP, Starboard A GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund and Starboard L Master is Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard L Master, Starboard Charlie II LLC, and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. The principal business of Starboard Leaders Fund is serving as a private investment partnership. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard Charlie II LLC, Starboard Leaders Fund, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Starboard L GP serves as the general partner of Starboard L Master. Starboard A LP serves as the general partner of Starboard Leaders Fund and the managing member of Starboard Charlie II LLC. Starboard A GP serves as the general partner of Starboard A LP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

21

CUSIP No. 004498101

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Smith and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

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

The securities purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard Charlie II LLC, 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 B, which is incorporated by reference herein.

The aggregate purchase price of the 3,774,665 Shares beneficially owned by Starboard V&O Fund is approximately $100,920,139, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 1,795,000 Shares by Starboard V&O Fund is approximately $53,649,932, excluding brokerage commissions. The aggregate purchase price of the 977,901 Shares beneficially owned by Starboard S LLC is approximately $27,093,699, excluding brokerage commissions. The aggregate purchase price of the 584,820 Shares beneficially owned by Starboard C LP is approximately $16,210,378, excluding brokerage commissions. The aggregate purchase price of the 458,558 Shares beneficially owned by Starboard L Master is approximately $12,695,271, excluding brokerage commissions. The aggregate purchase price of the 424,598 Shares beneficially owned by Starboard Charlie II LLC is approximately $12,970,624, excluding brokerage commissions. The aggregate purchase price of the 790,361 Shares beneficially owned by Starboard X Master is approximately $22,169,200, excluding brokerage commissions. The aggregate purchase price of the 1,669,209 Shares held in the Starboard Value LP Account is approximately $45,840,782, excluding brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

22

CUSIP No. 004498101

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 116,388,958 Shares outstanding, as of August 3, 2020, 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, 2020.

A.Starboard V&O Fund
(a)

As of the close of business on October 19, 2020, Starboard V&O Fund beneficially owned 5,569,665 Shares, including 1,795,000 Shares underlying certain forward purchase contracts.

Percentage: Approximately 4.8%

(b)1. Sole power to vote or direct vote: 5,569,665
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,569,665
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 B and are incorporated herein by reference.
23

CUSIP No. 004498101

B.Starboard S LLC
(a)As of the close of business on October 19, 2020, Starboard S LLC beneficially owned 977,901 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 977,901
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 977,901
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 B and are incorporated herein by reference.
C.Starboard C LP
(a)As of the close of business on October 19, 2020, Starboard C LP beneficially owned 584,820 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 584,820
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 584,820
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 B 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 584,820 Shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 584,820
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 584,820
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 B and are incorporated herein by reference.
24

CUSIP No. 004498101

E.Starboard L Master
(a)As of the close of business on October 19, 2020, Starboard L Master beneficially owned 458,558 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 458,558
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 458,558
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 B and are incorporated herein by reference.

 

F.Starboard L GP

 

(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 458,558 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 458,558
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 458,558
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 B and are incorporated herein by reference.

 

G.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) 584,820 Shares owned by Starboard C LP and (ii) 458,558 Shares owned by Starboard L Master.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 1,043,378
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,043,378
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 B and are incorporated herein by reference.
25

CUSIP No. 004498101

H.Starboard Charlie II LLC
(a)As of the close of business on October 19, 2020, Starboard Charlie II LLC beneficially owned 424,598 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 424,598
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 424,598
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Charlie II LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Starboard Leaders Fund
(a)Starboard Leaders Fund, as a member of Starboard Charlie II LLC, may be deemed the beneficial owner of the 424,598 Shares owned by Starboard Charlie II LLC.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 424,598
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 424,598
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Charlie II LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Starboard A LP
(a)Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Charlie II LLC, may be deemed the beneficial owner of the 424,598 Shares owned by Starboard Charlie II LLC.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 424,598
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 424,598
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Charlie II LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
26

CUSIP No. 004498101

K.Starboard A GP
(a)Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 424,598 Shares owned by Starboard Charlie II LLC.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 424,598
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 424,598
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Charlie II LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
L.Starboard X Master
(a)As of the close of business on October 19, 2020, Starboard X Master beneficially owned 790,361 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 790,361
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 790,361
4. Shared power to dispose or direct the disposition: 0

 

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

As of the close of business on October 19, 2020, 1,669,209 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 Charlie II LLC, 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) 5,569,665 Shares owned by Starboard V&O Fund, (ii) 977,901 Shares owned by Starboard S LLC, (iii) 584,820 Shares owned by Starboard C LP, (iv) 458,558 Shares owned by Starboard L Master, (v) 424,598 Shares owned by Starboard Charlie II LLC, (vi) 790,361 Shares owned by Starboard X Master, and (vii) 1,669,209 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 10,475,112
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,475,112
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, Starboard Charlie II LLC and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
27

CUSIP No. 004498101

N.Starboard Value GP
(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 5,569,665 Shares owned by Starboard V&O Fund, (ii) 977,901 Shares owned by Starboard S LLC, (iii) 584,820 Shares owned by Starboard C LP, (iv) 458,558 Shares owned by Starboard L Master, (v) 424,598 Shares owned by Starboard Charlie II LLC, (vi) 790,361 Shares owned by Starboard X Master, and (vii) 1,669,209 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 10,475,112
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,475,112
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, Starboard Charlie II LLC and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
O.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 5,569,665 Shares owned by Starboard V&O Fund, (ii) 977,901 Shares owned by Starboard S LLC, (iii) 584,820 Shares owned by Starboard C LP, (iv) 458,558 Shares owned by Starboard L Master, (v) 424,598 Shares owned by Starboard Charlie II LLC, (vi) 790,361 Shares owned by Starboard X Master, and (vii) 1,669,209 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 10,475,112
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,475,112
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, Starboard Charlie II LLC and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
28

CUSIP No. 004498101

P.Principal GP
(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 5,569,665 Shares owned by Starboard V&O Fund, (ii) 977,901 Shares owned by Starboard S LLC, (iii) 584,820 Shares owned by Starboard C LP, (iv) 458,558 Shares owned by Starboard L Master, (v) 424,598 Shares owned by Starboard Charlie II LLC, (vi) 790,361 Shares owned by Starboard X Master, and (vii) 1,669,209 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 10,475,112
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,475,112
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, Starboard Charlie II LLC and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
Q.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) 5,569,665 Shares owned by Starboard V&O Fund, (ii) 977,901 Shares owned by Starboard S LLC, (iii) 584,820 Shares owned by Starboard C LP, (iv) 458,558 Shares owned by Starboard L Master, (v) 424,598 Shares owned by Starboard Charlie II LLC, (vi) 790,361 Shares owned by Starboard X Master, and (vii) 1,669,209 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 10,475,112
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 10,475,112

 

(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, Starboard Charlie II LLC and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

29

CUSIP No. 004498101

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)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Starboard V&O Fund entered into forward purchase contracts with UBS as the counterparty on the dates referenced in Schedule B providing for the purchase of an aggregate of 1,795,000 Shares having a purchase price of approximately $53,649,932 (each a “UBS Forward Contract”). Each UBS Forward Contract has a final valuation date of April 5, 2022, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each UBS Forward Contract provides for physical settlement. Until the settlement date, none of the UBS Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relates.

 

On October 19, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Leaders Charlie II LLC, Starboard Leaders Fund LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated October 19, 2020.
99.2Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated October 19, 2020.

 

30

CUSIP No. 004498101

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 19, 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 Leaders charlie ii LLC

By: Starboard Value A LP,

its managing member

 

Starboard LEADERS FUND LP

By: Starboard Value A LP,

its general partner

 

  

Starboard Value A LP

By: Starboard Value A 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 A GP LLC

 

Starboard Value R GP LLC

 

31

CUSIP No. 004498101

 
 
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

 

32

CUSIP No. 004498101

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
Patrick Agemian
Director		 Director of Global Funds Management, Ltd. PO Box 10034, Buckingham Square
2nd Floor
720A West Bay Road
Grand Cayman
Cayman Islands, KY1-1001		 Canada
Kenneth R. Marlin
Director		 Chief Financial Officer, Starboard Value LP 777 Third Avenue, 18th Floor
New York, New York 10017		 United States of America
Don Seymour
Director		 Managing Director of dms Governance dms Governance
dms House, 20 Genesis Close
P.O. Box 2587
Grand Cayman
Cayman Islands, KY1-1103		 Cayman Islands

 

CUSIP No. 004498101

SCHEDULE B

Transactions in the Shares Since the 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

 

Purchase of Common Stock 14,300 29.0777 09/03/2020
Purchase of Common Stock 14,300 29.0777 09/03/2020
Purchase of Common Stock 1,430 28.8147 09/04/2020
Purchase of Common Stock 1,430 28.8147 09/04/2020
Purchase of Common Stock 12,870 28.9980 09/04/2020
Purchase of Common Stock 12,870 28.9980 09/04/2020
Purchase of Common Stock 2,860 28.5450 09/08/2020
Purchase of Common Stock 25,740 28.3166 09/08/2020
Sale of Common Stock (23,477) 26.0670 09/09/2020
Purchase of Common Stock 14,300 25.0000 09/09/2020
Purchase of Common Stock 22,880 24.9767 09/09/2020
Purchase of Common Stock 7,150 24.7689 09/09/2020
Purchase of Common Stock 7,150 24.7689 09/09/2020
Purchase of Common Stock 7,150 24.8600 09/10/2020
Purchase of Common Stock 87,230 24.7546 09/10/2020
Purchase of Common Stock 191,620 24.6117 09/10/2020
Purchase of Common Stock 830 24.0696 09/11/2020
Purchase of Common Stock 829 24.0696 09/11/2020
Purchase of Common Stock 45,759 24.0661 09/11/2020
Purchase of Common Stock 45,760 24.0661 09/11/2020
Purchase of Common Stock 7,150 24.6500 09/11/2020
Purchase of Common Stock 7,150 24.6500 09/11/2020
Purchase of Common Stock 32,061 24.4130 09/11/2020
Purchase of Common Stock 32,061 24.4130 09/11/2020
Purchase of Common Stock 7,150 25.4254 09/14/2020
Purchase of Common Stock 7,150 25.4254 09/14/2020
Purchase of Common Stock 12,870 25.5468 09/14/2020
Purchase of Common Stock 12,870 25.5468 09/14/2020
Purchase of Common Stock 3,433 26.4261 09/17/2020
Purchase of Common Stock 3,433 26.4261 09/17/2020
Purchase of Common Stock 7,149 26.1713 09/18/2020
Purchase of Common Stock 7,149 26.1713 09/18/2020
Purchase of Common Stock 26,598 25.5755 09/18/2020
Purchase of Common Stock 26,598 25.5755 09/18/2020
Purchase of Common Stock 14,300 25.1120 09/21/2020
Purchase of Common Stock 14,300 25.1120 09/21/2020
Purchase of Common Stock 7,150 24.7812 09/22/2020
Purchase of Common Stock 7,150 24.7812 09/22/2020
Purchase of Common Stock 7,150 25.1600 09/22/2020
Purchase of Common Stock 7,150 25.1600 09/22/2020
Purchase of Common Stock 14,300 25.0730 09/22/2020
Purchase of Common Stock 14,300 25.0730 09/22/2020
Purchase of Common Stock 28,600 24.9437 09/23/2020
Purchase of Common Stock 14,300 24.8431 09/23/2020
Purchase of Common Stock 286,000 24.7622 09/24/2020
Purchase of Common Stock 286,000 24.7622 09/24/2020
Purchase of Common Stock 8,323 25.9150 09/30/2020
Purchase of Common Stock 8,322 25.9150 09/30/2020
Purchase of Common Stock 14,859 25.9234 09/30/2020
Purchase of Common Stock 14,859 25.9234 09/30/2020
Purchase of Common Stock 22,880 25.9694 09/30/2020
Purchase of Common Stock 22,880 25.9694 09/30/2020
Disposition of Common Stock (95,159)1 26.1300 10/01/2020
Purchase of Common Stock 7,010 26.0950 10/01/2020
Purchase of Common Stock 5,520 26.6217 10/01/2020
Purchase of Common Stock 16,560 26.6820 10/01/2020
Purchase of Common Stock 51,917 26.7652 10/01/2020
Purchase of Common Stock 136,085 27.1030 10/02/2020
Purchase of Common Stock 67,018 27.7756 10/05/2020
Sale of Common Stock (250,000) 27.9294 10/05/2020
Purchase of Forward Contract 250,000 27.9339 10/05/2020
Purchase of Common Stock 138,000 27.8995 10/05/2020
Purchase of Common Stock 8,170 28.0066 10/06/2020
Purchase of Common Stock 47,030 27.8637 10/06/2020
Sale of Common Stock (350,000) 28.0887 10/06/2020
Purchase of Forward Contract 350,000 28.0999 10/06/2020
Purchase of Common Stock 20,166 28.5275 10/07/2020
Sale of Common Stock (80,000) 28.5895 10/07/2020
Purchase of Common Stock 42,853 28.4875 10/07/2020
Purchase of Forward Contract 80,000 28.6131 10/07/2020
Purchase of Common Stock 24,754 28.6580 10/07/2020
Purchase of Common Stock 13,290 29.0978 10/07/2020
Purchase of Common Stock 171,940 28.9844 10/07/2020
Purchase of Common Stock 102,395 29.6790 10/08/2020
Purchase of Common Stock 126,037 29.5925 10/08/2020
Purchase of Common Stock 44,278 29.9920 10/09/2020
Purchase of Common Stock 99,127 29.9622 10/09/2020
Purchase of Common Stock 60,498 29.9998 10/09/2020
Sale of Common Stock (115,000) 30.3509 10/12/2020
Purchase of Forward Contract 115,000 30.3656 10/12/2020
Purchase of Common Stock 36,929 30.4708 10/12/2020
Purchase of Common Stock 87,088 30.6181 10/12/2020
Purchase of Common Stock 25,208 30.6500 10/12/2020
Purchase of Common Stock 85,705 30.4500 10/13/2020
Purchase of Common Stock 19,511 30.4935 10/13/2020
Purchase of Common Stock 98,935 30.6049 10/13/2020
Purchase of Common Stock 100,830 30.5654 10/13/2020
Purchase of Common Stock 21,756 30.7772 10/14/2020
Sale of Common Stock (200,000) 30.6933 10/14/2020
Purchase of Forward Contract 200,000 30.7032 10/14/2020
Purchase of Common Stock 37,811 30.7833 10/14/2020
Purchase of Common Stock 86,637 30.7165 10/14/2020
Purchase of Common Stock 138,641 30.7417 10/14/2020
Purchase of Common Stock 25,308 30.5488 10/15/2020
Purchase of Common Stock 25,208 30.9000 10/15/2020
Sale of Common Stock (300,000) 30.6915 10/15/2020
Purchase of Forward Contract 300,000 30.7045 10/15/2020
Purchase of Common Stock 100,830 30.7438 10/15/2020
Purchase of Common Stock 145,717 30.7513 10/15/2020
Purchase of Common Stock 14,814 31.1920 10/16/2020
Sale of Common Stock (300,000) 31.2303 10/16/2020
Purchase of Forward Contract 300,000 31.2399 10/16/2020
Purchase of Common Stock 38,394 31.2477 10/16/2020
Purchase of Common Stock 242,561 31.3932 10/16/2020
Sale of Common Stock (200,000) 31.6259 10/19/2020
Purchase of Forward Contract 200,000 31.6322 10/19/2020
Purchase of Common Stock 49,546 31.6595 10/19/2020
Purchase of Common Stock 49,546 31.5087 10/19/2020
Purchase of Common Stock 111,479 31.5885 10/19/2020
Purchase of Common Stock 99,092 31.5445 10/19/2020

1 Represents an internal transfer of Shares to Starboard X Master Fund Ltd.

 

CUSIP No. 004498101

STARBOARD VALUE AND OPPORTUNITY C LP

 

Purchase of Common Stock 2,950 29.0777 09/03/2020
Purchase of Common Stock 295 28.8147 09/04/2020
Purchase of Common Stock 2,655 28.9980 09/04/2020
Purchase of Common Stock 295 28.5450 09/08/2020
Purchase of Common Stock 2,655 28.3166 09/08/2020
Sale of Common Stock (2,256) 26.0670 09/09/2020
Purchase of Common Stock 1,475 25.0000 09/09/2020
Purchase of Common Stock 2,360 24.9767 09/09/2020
Purchase of Common Stock 1,475 24.7689 09/09/2020
Purchase of Common Stock 737 24.8600 09/10/2020
Purchase of Common Stock 8,998 24.7546 09/10/2020
Purchase of Common Stock 19,765 24.6117 09/10/2020
Purchase of Common Stock 171 24.0696 09/11/2020
Purchase of Common Stock 9,440 24.0661 09/11/2020
Purchase of Common Stock 1,475 24.6500 09/11/2020
Purchase of Common Stock 6,614 24.4130 09/11/2020
Purchase of Common Stock 1,475 25.4254 09/14/2020
Purchase of Common Stock 2,655 25.5468 09/14/2020
Purchase of Common Stock 708 26.4261 09/17/2020
Purchase of Common Stock 1,475 26.1713 09/18/2020
Purchase of Common Stock 5,487 25.5755 09/18/2020
Purchase of Common Stock 2,950 25.1120 09/21/2020
Purchase of Common Stock 1,475 24.7812 09/22/2020
Purchase of Common Stock 1,475 25.1600 09/22/2020
Purchase of Common Stock 2,950 25.0730 09/22/2020
Purchase of Common Stock 2,950 24.9437 09/23/2020
Purchase of Common Stock 1,475 24.8431 09/23/2020
Purchase of Common Stock 59,000 24.7622 09/24/2020
Purchase of Common Stock 1,717 25.9150 09/30/2020
Purchase of Common Stock 3,065 25.9234 09/30/2020
Purchase of Common Stock 4,720 25.9694 09/30/2020
Purchase of Common Stock 749 26.0950 10/01/2020
Purchase of Common Stock 590 26.6217 10/01/2020
Purchase of Common Stock 1,770 26.6820 10/01/2020
Purchase of Common Stock 5,549 26.7652 10/01/2020
Purchase of Common Stock 14,545 27.1030 10/02/2020
Purchase of Common Stock 7,163 27.7756 10/05/2020
Purchase of Common Stock 14,750 27.8995 10/05/2020
Purchase of Common Stock 873 28.0066 10/06/2020
Purchase of Common Stock 5,027 27.8637 10/06/2020
Purchase of Common Stock 2,155 28.5275 10/07/2020
Purchase of Common Stock 4,580 28.4875 10/07/2020
Purchase of Common Stock 2,646 28.6580 10/07/2020
Purchase of Common Stock 1,421 29.0978 10/07/2020
Purchase of Common Stock 18,378 28.9844 10/07/2020
Purchase of Common Stock 10,944 29.6790 10/08/2020
Purchase of Common Stock 13,471 29.5925 10/08/2020
Purchase of Common Stock 4,733 29.9920 10/09/2020
Purchase of Common Stock 10,595 29.9622 10/09/2020
Purchase of Common Stock 6,466 29.9998 10/09/2020
Purchase of Common Stock 3,947 30.4708 10/12/2020
Purchase of Common Stock 9,308 30.6181 10/12/2020
Purchase of Common Stock 2,694 30.6500 10/12/2020
Purchase of Common Stock 9,161 30.4500 10/13/2020
Purchase of Common Stock 2,085 30.4935 10/13/2020
Purchase of Common Stock 10,575 30.6049 10/13/2020
Purchase of Common Stock 10,777 30.5654 10/13/2020
Purchase of Common Stock 2,325 30.7772 10/14/2020
Purchase of Common Stock 4,041 30.7833 10/14/2020
Purchase of Common Stock 9,260 30.7165 10/14/2020
Purchase of Common Stock 14,818 30.7417 10/14/2020
Purchase of Common Stock 2,705 30.5488 10/15/2020
Purchase of Common Stock 2,694 30.9000 10/15/2020
Purchase of Common Stock 10,777 30.7438 10/15/2020
Purchase of Common Stock 15,575 30.7513 10/15/2020
Purchase of Common Stock 1,583 31.1920 10/16/2020
Purchase of Common Stock 4,104 31.2477 10/16/2020
Purchase of Common Stock 25,926 31.3932 10/16/2020
Purchase of Common Stock 5,296 31.6595 10/19/2020
Purchase of Common Stock 5,296 31.5087 10/19/2020
Purchase of Common Stock 11,915 31.5885 10/19/2020
Purchase of Common Stock 10,591 31.5445 10/19/2020

 

 

CUSIP No. 004498101

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Purchase of Common Stock 4,950 29.0777 09/03/2020
Purchase of Common Stock 495 28.8147 09/04/2020
Purchase of Common Stock 4,455 28.9980 09/04/2020
Purchase of Common Stock 495 28.5450 09/08/2020
Purchase of Common Stock 4,455 28.3166 09/08/2020
Sale of Common Stock (3,814) 26.0670 09/09/2020
Purchase of Common Stock 2,475 25.0000 09/09/2020
Purchase of Common Stock 3,960 24.9767 09/09/2020
Purchase of Common Stock 2,475 24.7689 09/09/2020
Purchase of Common Stock 1,238 24.8600 09/10/2020
Purchase of Common Stock 15,097 24.7546 09/10/2020
Purchase of Common Stock 33,165 24.6117 09/10/2020
Purchase of Common Stock 287 24.0696 09/11/2020
Purchase of Common Stock 15,840 24.0661 09/11/2020
Purchase of Common Stock 2,475 24.6500 09/11/2020
Purchase of Common Stock 11,098 24.4130 09/11/2020
Purchase of Common Stock 2,475 25.4254 09/14/2020
Purchase of Common Stock 4,455 25.5468 09/14/2020
Purchase of Common Stock 1,189 26.4261 09/17/2020
Purchase of Common Stock 2,474 26.1713 09/18/2020
Purchase of Common Stock 9,207 25.5755 09/18/2020
Purchase of Common Stock 4,950 25.1120 09/21/2020
Purchase of Common Stock 2,475 24.7812 09/22/2020
Purchase of Common Stock 2,475 25.1600 09/22/2020
Purchase of Common Stock 4,950 25.0730 09/22/2020
Purchase of Common Stock 4,950 24.9437 09/23/2020
Purchase of Common Stock 2,475 24.8431 09/23/2020
Purchase of Common Stock 99,000 24.7622 09/24/2020
Purchase of Common Stock 2,881 25.9150 09/30/2020
Purchase of Common Stock 5,144 25.9234 09/30/2020
Purchase of Common Stock 7,920 25.9694 09/30/2020
Purchase of Common Stock 1,245 26.0950 10/01/2020
Purchase of Common Stock 980 26.6217 10/01/2020
Purchase of Common Stock 2,940 26.6820 10/01/2020
Purchase of Common Stock 9,217 26.7652 10/01/2020
Purchase of Common Stock 24,160 27.1030 10/02/2020
Purchase of Common Stock 11,898 27.7756 10/05/2020
Purchase of Common Stock 24,500 27.8995 10/05/2020
Purchase of Common Stock 1,450 28.0066 10/06/2020
Purchase of Common Stock 8,350 27.8637 10/06/2020
Purchase of Common Stock 3,580 28.5275 10/07/2020
Purchase of Common Stock 7,608 28.4875 10/07/2020
Purchase of Common Stock 4,395 28.6580 10/07/2020
Purchase of Common Stock 2,360 29.0978 10/07/2020
Purchase of Common Stock 30,525 28.9844 10/07/2020
Purchase of Common Stock 18,179 29.6790 10/08/2020
Purchase of Common Stock 22,376 29.5925 10/08/2020
Purchase of Common Stock 7,861 29.9920 10/09/2020
Purchase of Common Stock 17,599 29.9622 10/09/2020
Purchase of Common Stock 10,741 29.9998 10/09/2020
Purchase of Common Stock 6,556 30.4708 10/12/2020
Purchase of Common Stock 15,461 30.6181 10/12/2020
Purchase of Common Stock 4,475 30.6500 10/12/2020
Purchase of Common Stock 15,216 30.4500 10/13/2020
Purchase of Common Stock 3,464 30.4935 10/13/2020
Purchase of Common Stock 17,564 30.6049 10/13/2020
Purchase of Common Stock 17,901 30.5654 10/13/2020
Purchase of Common Stock 3,862 30.7772 10/14/2020
Purchase of Common Stock 6,713 30.7833 10/14/2020
Purchase of Common Stock 15,381 30.7165 10/14/2020
Purchase of Common Stock 24,614 30.7417 10/14/2020
Purchase of Common Stock 4,493 30.5488 10/15/2020
Purchase of Common Stock 4,475 30.9000 10/15/2020
Purchase of Common Stock 17,901 30.7438 10/15/2020
Purchase of Common Stock 25,870 30.7513 10/15/2020
Purchase of Common Stock 2,630 31.1920 10/16/2020
Purchase of Common Stock 6,816 31.2477 10/16/2020
Purchase of Common Stock 43,063 31.3932 10/16/2020
Purchase of Common Stock 8,796 31.6595 10/19/2020
Purchase of Common Stock 8,796 31.5087 10/19/2020
Purchase of Common Stock 19,792 31.5885 10/19/2020
Purchase of Common Stock 17,592 31.5445 10/19/2020

 

CUSIP No. 004498101

STARBOARD LEADERS CHARLIE II LLC

 

Purchase of Common Stock 3,468 28.5275 10/07/2020
Purchase of Common Stock 7,368 28.4875 10/07/2020
Purchase of Common Stock 4,256 28.6580 10/07/2020
Purchase of Common Stock 2,285 29.0978 10/07/2020
Purchase of Common Stock 29,564 28.9844 10/07/2020
Purchase of Common Stock 17,606 29.6790 10/08/2020
Purchase of Common Stock 21,672 29.5925 10/08/2020
Purchase of Common Stock 7,613 29.9920 10/09/2020
Purchase of Common Stock 17,045 29.9622 10/09/2020
Purchase of Common Stock 10,402 29.9998 10/09/2020
Purchase of Common Stock 6,350 30.4708 10/12/2020
Purchase of Common Stock 14,975 30.6181 10/12/2020
Purchase of Common Stock 4,334 30.6500 10/12/2020
Purchase of Common Stock 14,736 30.4500 10/13/2020
Purchase of Common Stock 3,355 30.4935 10/13/2020
Purchase of Common Stock 17,011 30.6049 10/13/2020
Purchase of Common Stock 17,337 30.5654 10/13/2020
Purchase of Common Stock 3,741 30.7772 10/14/2020
Purchase of Common Stock 6,502 30.7833 10/14/2020
Purchase of Common Stock 14,897 30.7165 10/14/2020
Purchase of Common Stock 23,839 30.7417 10/14/2020
Purchase of Common Stock 4,352 30.5488 10/15/2020
Purchase of Common Stock 4,334 30.9000 10/15/2020
Purchase of Common Stock 17,337 30.7438 10/15/2020
Purchase of Common Stock 25,056 30.7513 10/15/2020
Purchase of Common Stock 3,063 31.1920 10/16/2020
Purchase of Common Stock 7,937 31.2477 10/16/2020
Purchase of Common Stock 50,146 31.3932 10/16/2020
Purchase of Common Stock 10,243 31.6595 10/19/2020
Purchase of Common Stock 10,243 31.5087 10/19/2020
Purchase of Common Stock 23,045 31.5885 10/19/2020
Purchase of Common Stock 20,486 31.5445 10/19/2020

 

 

CUSIP No. 004498101

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Common Stock 2,300 29.0777 09/03/2020
Purchase of Common Stock 230 28.8147 09/04/2020
Purchase of Common Stock 2,070 28.9980 09/04/2020
Purchase of Common Stock 230 28.5450 09/08/2020
Purchase of Common Stock 2,070 28.3166 09/08/2020
Sale of Common Stock (1,886) 26.0670 09/09/2020
Purchase of Common Stock 1,150 25.0000 09/09/2020
Purchase of Common Stock 1,840 24.9767 09/09/2020
Purchase of Common Stock 1,150 24.7689 09/09/2020
Purchase of Common Stock 575 24.8600 09/10/2020
Purchase of Common Stock 7,015 24.7546 09/10/2020
Purchase of Common Stock 15,410 24.6117 09/10/2020
Purchase of Common Stock 133 24.0696 09/11/2020
Purchase of Common Stock 7,361 24.0661 09/11/2020
Purchase of Common Stock 1,150 24.6500 09/11/2020
Purchase of Common Stock 5,156 24.4130 09/11/2020
Purchase of Common Stock 1,150 25.4254 09/14/2020
Purchase of Common Stock 2,070 25.5468 09/14/2020
Purchase of Common Stock 552 26.4261 09/17/2020
Purchase of Common Stock 1,150 26.1713 09/18/2020
Purchase of Common Stock 4,278 25.5755 09/18/2020
Purchase of Common Stock 2,300 25.1120 09/21/2020
Purchase of Common Stock 1,150 24.7812 09/22/2020
Purchase of Common Stock 1,150 25.1600 09/22/2020
Purchase of Common Stock 2,300 25.0730 09/22/2020
Purchase of Common Stock 2,300 24.9437 09/23/2020
Purchase of Common Stock 1,150 24.8431 09/23/2020
Purchase of Common Stock 46,000 24.7622 09/24/2020
Purchase of Common Stock 1,339 25.9150 09/30/2020
Purchase of Common Stock 2,390 25.9234 09/30/2020
Purchase of Common Stock 3,680 25.9694 09/30/2020
Purchase of Common Stock 572 26.0950 10/01/2020
Purchase of Common Stock 450 26.6217 10/01/2020
Purchase of Common Stock 1,350 26.6820 10/01/2020
Purchase of Common Stock 4,232 26.7652 10/01/2020
Purchase of Common Stock 11,094 27.1030 10/02/2020
Purchase of Common Stock 5,464 27.7756 10/05/2020
Purchase of Common Stock 11,250 27.8995 10/05/2020
Purchase of Common Stock 666 28.0066 10/06/2020
Purchase of Common Stock 3,834 27.8637 10/06/2020
Purchase of Common Stock 1,644 28.5275 10/07/2020
Purchase of Common Stock 3,493 28.4875 10/07/2020
Purchase of Common Stock 2,018 28.6580 10/07/2020
Purchase of Common Stock 1,083 29.0978 10/07/2020
Purchase of Common Stock 14,017 28.9844 10/07/2020
Purchase of Common Stock 8,348 29.6790 10/08/2020
Purchase of Common Stock 10,275 29.5925 10/08/2020
Purchase of Common Stock 3,610 29.9920 10/09/2020
Purchase of Common Stock 8,081 29.9622 10/09/2020
Purchase of Common Stock 4,932 29.9998 10/09/2020
Purchase of Common Stock 3,010 30.4708 10/12/2020
Purchase of Common Stock 7,099 30.6181 10/12/2020
Purchase of Common Stock 2,055 30.6500 10/12/2020
Purchase of Common Stock 6,986 30.4500 10/13/2020
Purchase of Common Stock 1,591 30.4935 10/13/2020
Purchase of Common Stock 8,066 30.6049 10/13/2020
Purchase of Common Stock 8,220 30.5654 10/13/2020
Purchase of Common Stock 1,773 30.7772 10/14/2020
Purchase of Common Stock 3,082 30.7833 10/14/2020
Purchase of Common Stock 7,062 30.7165 10/14/2020
Purchase of Common Stock 11,302 30.7417 10/14/2020
Purchase of Common Stock 2,063 30.5488 10/15/2020
Purchase of Common Stock 2,055 30.9000 10/15/2020
Purchase of Common Stock 8,220 30.7438 10/15/2020
Purchase of Common Stock 11,879 30.7513 10/15/2020
Purchase of Common Stock 1,208 31.1920 10/16/2020
Purchase of Common Stock 3,130 31.2477 10/16/2020
Purchase of Common Stock 19,774 31.3932 10/16/2020
Purchase of Common Stock 4,039 31.6595 10/19/2020
Purchase of Common Stock 4,039 31.5087 10/19/2020
Purchase of Common Stock 9,088 31.5885 10/19/2020
Purchase of Common Stock 8,078 31.5445 10/19/2020

 

 

CUSIP No. 004498101

STARBOARD X MASTER FUND LTD

 

Purchase of Common Stock 2,700 29.0777 09/03/2020
Purchase of Common Stock 270 28.8147 09/04/2020
Purchase of Common Stock 2,430 28.9980 09/04/2020
Purchase of Common Stock 270 28.5450 09/08/2020
Purchase of Common Stock 2,430 28.3166 09/08/2020
Sale of Common Stock (2,075) 26.0670 09/09/2020
Purchase of Common Stock 1,350 25.0000 09/09/2020
Purchase of Common Stock 2,160 24.9767 09/09/2020
Purchase of Common Stock 1,350 24.7689 09/09/2020
Purchase of Common Stock 675 24.8600 09/10/2020
Purchase of Common Stock 8,235 24.7546 09/10/2020
Purchase of Common Stock 18,090 24.6117 09/10/2020
Purchase of Common Stock 157 24.0696 09/11/2020
Purchase of Common Stock 8,640 24.0661 09/11/2020
Purchase of Common Stock 1,350 24.6500 09/11/2020
Purchase of Common Stock 6,053 24.4130 09/11/2020
Purchase of Common Stock 1,350 25.4254 09/14/2020
Purchase of Common Stock 2,430 25.5468 09/14/2020
Purchase of Common Stock 648 26.4261 09/17/2020
Purchase of Common Stock 1,350 26.1713 09/18/2020
Purchase of Common Stock 5,022 25.5755 09/18/2020
Purchase of Common Stock 2,700 25.1120 09/21/2020
Purchase of Common Stock 1,350 24.7812 09/22/2020
Purchase of Common Stock 1,350 25.1600 09/22/2020
Purchase of Common Stock 2,700 25.0730 09/22/2020
Purchase of Common Stock 2,700 24.9437 09/23/2020
Purchase of Common Stock 1,350 24.8431 09/23/2020
Purchase of Common Stock 54,000 24.7622 09/24/2020
Purchase of Common Stock 1,571 25.9150 09/30/2020
Purchase of Common Stock 2,806 25.9234 09/30/2020
Purchase of Common Stock 4,320 25.9694 09/30/2020
Acquisition of Common Stock 95,1592 26.1300 10/01/2020
Purchase of Common Stock 1,003 26.0950 10/01/2020
Purchase of Common Stock 31,402 26.4407 10/01/2020
Purchase of Common Stock 790 26.6217 10/01/2020
Purchase of Common Stock 2,370 26.6820 10/01/2020
Purchase of Common Stock 7,430 26.7652 10/01/2020
Purchase of Common Stock 19,476 27.1030 10/02/2020
Purchase of Common Stock 9,591 27.7756 10/05/2020
Purchase of Common Stock 19,750 27.8995 10/05/2020
Purchase of Common Stock 1,169 28.0066 10/06/2020
Purchase of Common Stock 6,731 27.8637 10/06/2020
Purchase of Common Stock 2,886 28.5275 10/07/2020
Purchase of Common Stock 6,133 28.4875 10/07/2020
Purchase of Common Stock 3,542 28.6580 10/07/2020
Purchase of Common Stock 1,902 29.0978 10/07/2020
Purchase of Common Stock 24,607 28.9844 10/07/2020
Purchase of Common Stock 14,655 29.6790 10/08/2020
Purchase of Common Stock 18,038 29.5925 10/08/2020
Purchase of Common Stock 6,337 29.9920 10/09/2020
Purchase of Common Stock 14,187 29.9622 10/09/2020
Purchase of Common Stock 8,658 29.9998 10/09/2020
Purchase of Common Stock 5,285 30.4708 10/12/2020
Purchase of Common Stock 12,464 30.6181 10/12/2020
Purchase of Common Stock 3,608 30.6500 10/12/2020
Purchase of Common Stock 12,267 30.4500 10/13/2020
Purchase of Common Stock 2,792 30.4935 10/13/2020
Purchase of Common Stock 14,159 30.6049 10/13/2020
Purchase of Common Stock 14,430 30.5654 10/13/2020
Purchase of Common Stock 3,114 30.7772 10/14/2020
Purchase of Common Stock 5,412 30.7833 10/14/2020
Purchase of Common Stock 12,399 30.7165 10/14/2020
Purchase of Common Stock 19,842 30.7417 10/14/2020
Purchase of Common Stock 3,622 30.5488 10/15/2020
Purchase of Common Stock 3,608 30.9000 10/15/2020
Purchase of Common Stock 14,430 30.7438 10/15/2020
Purchase of Common Stock 20,854 30.7513 10/15/2020
Purchase of Common Stock 2,120 31.1920 10/16/2020
Purchase of Common Stock 5,495 31.2477 10/16/2020
Purchase of Common Stock 34,714 31.3932 10/16/2020
Purchase of Common Stock 7,091 31.6595 10/19/2020
Purchase of Common Stock 7,091 31.5087 10/19/2020
Purchase of Common Stock 15,954 31.5885 10/19/2020
Purchase of Common Stock 14,182 31.5445 10/19/2020

2 Represents an internal transfer of Shares from Starboard Value and Opportunity Master Fund Ltd.

 

CUSIP No. 004498101

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 8,500 29.0777 09/03/2020
Purchase of Common Stock 850 28.8147 09/04/2020
Purchase of Common Stock 7,650 28.9980 09/04/2020
Purchase of Common Stock 850 28.5450 09/08/2020
Purchase of Common Stock 7,650 28.3166 09/08/2020
Sale of Common Stock (6,492) 26.0670 09/09/2020
Purchase of Common Stock 4,250 25.0000 09/09/2020
Purchase of Common Stock 6,800 24.9767 09/09/2020
Purchase of Common Stock 4,250 24.7689 09/09/2020
Purchase of Common Stock 2,125 24.8600 09/10/2020
Purchase of Common Stock 25,925 24.7546 09/10/2020
Purchase of Common Stock 56,950 24.6117 09/10/2020
Purchase of Common Stock 493 24.0696 09/11/2020
Purchase of Common Stock 27,200 24.0661 09/11/2020
Purchase of Common Stock 4,250 24.6500 09/11/2020
Purchase of Common Stock 19,057 24.4130 09/11/2020
Purchase of Common Stock 4,250 25.4254 09/14/2020
Purchase of Common Stock 7,650 25.5468 09/14/2020
Purchase of Common Stock 2,041 26.4261 09/17/2020
Purchase of Common Stock 4,249 26.1713 09/18/2020
Purchase of Common Stock 15,810 25.5755 09/18/2020
Purchase of Common Stock 8,500 25.1120 09/21/2020
Purchase of Common Stock 4,250 24.7812 09/22/2020
Purchase of Common Stock 4,250 25.1600 09/22/2020
Purchase of Common Stock 8,500 25.0730 09/22/2020
Purchase of Common Stock 8,500 24.9437 09/23/2020
Purchase of Common Stock 4,250 24.8431 09/23/2020
Purchase of Common Stock 170,000 24.7622 09/24/2020
Purchase of Common Stock 4,947 25.9150 09/30/2020
Purchase of Common Stock 8,832 25.9234 09/30/2020
Purchase of Common Stock 13,600 25.9694 09/30/2020
Purchase of Common Stock 2,121 26.0950 10/01/2020
Purchase of Common Stock 1,670 26.6217 10/01/2020
Purchase of Common Stock 5,010 26.6820 10/01/2020
Purchase of Common Stock 15,707 26.7652 10/01/2020
Purchase of Common Stock 41,171 27.1030 10/02/2020
Purchase of Common Stock 20,275 27.7756 10/05/2020
Purchase of Common Stock 41,750 27.8995 10/05/2020
Purchase of Common Stock 2,472 28.0066 10/06/2020
Purchase of Common Stock 14,228 27.8637 10/06/2020
Purchase of Common Stock 6,101 28.5275 10/07/2020
Purchase of Common Stock 12,965 28.4875 10/07/2020
Purchase of Common Stock 7,489 28.6580 10/07/2020
Purchase of Common Stock 4,021 29.0978 10/07/2020
Purchase of Common Stock 52,018 28.9844 10/07/2020
Purchase of Common Stock 30,978 29.6790 10/08/2020
Purchase of Common Stock 38,131 29.5925 10/08/2020
Purchase of Common Stock 13,396 29.9920 10/09/2020
Purchase of Common Stock 29,989 29.9622 10/09/2020
Purchase of Common Stock 18,303 29.9998 10/09/2020
Purchase of Common Stock 11,172 30.4708 10/12/2020
Purchase of Common Stock 26,347 30.6181 10/12/2020
Purchase of Common Stock 7,626 30.6500 10/12/2020
Purchase of Common Stock 25,929 30.4500 10/13/2020
Purchase of Common Stock 5,903 30.4935 10/13/2020
Purchase of Common Stock 29,931 30.6049 10/13/2020
Purchase of Common Stock 30,505 30.5654 10/13/2020
Purchase of Common Stock 6,582 30.7772 10/14/2020
Purchase of Common Stock 11,439 30.7833 10/14/2020
Purchase of Common Stock 26,211 30.7165 10/14/2020
Purchase of Common Stock 41,944 30.7417 10/14/2020
Purchase of Common Stock 7,657 30.5488 10/15/2020
Purchase of Common Stock 7,626 30.9000 10/15/2020
Purchase of Common Stock 30,505 30.7438 10/15/2020
Purchase of Common Stock 44,085 30.7513 10/15/2020
Purchase of Common Stock 4,482 31.1920 10/16/2020
Purchase of Common Stock 11,615 31.2477 10/16/2020
Purchase of Common Stock 73,384 31.3932 10/16/2020
Purchase of Common Stock 14,989 31.6595 10/19/2020
Purchase of Common Stock 14,989 31.5087 10/19/2020
Purchase of Common Stock 33,727 31.5885 10/19/2020
Purchase of Common Stock 29,979 31.5445 10/19/2020

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.005 par value per share, of ACI Worldwide, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: October 19, 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 Leaders charlie ii LLC

By: Starboard Value A LP,

its managing member

 

Starboard LEADERS FUND LP

By: Starboard Value A LP,

its general partner

 

  

Starboard Value A LP

By: Starboard Value A 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 A 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

 

Exhibit 99.2

 

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Leaders Charlie II LLC, Starboard Leaders Fund LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

 

Date: October 19, 2020  
   
   

/s/ Jeffrey C. Smith

  
Jeffrey C. Smith  

 

 

/s/ Peter A. Feld

  
Peter A. Feld