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    SEC Form SC 13D/A filed by Commvault Systems Inc. (Amendment)

    11/17/22 5:20:37 PM ET
    $CVLT
    Computer Software: Prepackaged Software
    Technology
    Get the next $CVLT alert in real time by email
    SC 13D/A 1 sc13da506297167_11172022.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 13D

    (Rule 13d-101)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

    § 240.13d-2(a)

    (Amendment No. 5)1

    Commvault Systems, Inc.

    (Name of Issuer)

    Common Stock, $0.01 par value

    (Title of Class of Securities)

    204166102

    (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)

     

    November 15, 2022

    (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. 204166102

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,719,857  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,719,857  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,719,857  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            6.1%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    2

    CUSIP No. 204166102

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            CAYMAN ISLANDS  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         1,524,575  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              1,524,575  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            1,524,575  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            3.4%  
      14   TYPE OF REPORTING PERSON  
             
            CO  

      

    3

    CUSIP No. 204166102

     

      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         242,985  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              242,985  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            242,985  
      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. 204166102

     

      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         150,916  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              150,916  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            150,916  
      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. 204166102

     

      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         150,916  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              150,916  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            150,916  
      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. 204166102

     

      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         235,794  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              235,794  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            235,794  
      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. 204166102

     

      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         84,878  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              84,878  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            84,878  
      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. 204166102

     

      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         84,878  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              84,878  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            84,878  
      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. 204166102

     

      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         395,029  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              395,029  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            395,029  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            Less than 1%  
      14   TYPE OF REPORTING PERSON  
             
            CO  

      

    10

    CUSIP No. 204166102

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD VALUE GP LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,719,857  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,719,857  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,719,857  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            6.1%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    11

    CUSIP No. 204166102

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD PRINCIPAL CO LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,719,857  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,719,857  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,719,857  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            6.1%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    12

    CUSIP No. 204166102

     

      1   NAME OF REPORTING PERSON  
             
            STARBOARD PRINCIPAL CO GP LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         2,719,857  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         - 0 -  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              2,719,857  
        10   SHARED DISPOSITIVE POWER  
               
              - 0 -  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,719,857  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            6.1%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    13

    CUSIP No. 204166102

     

      1   NAME OF REPORTING PERSON  
             
            JEFFREY C. SMITH  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         2,719,857  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              2,719,857  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,719,857  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            6.1%  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    14

    CUSIP No. 204166102

     

      1   NAME OF REPORTING PERSON  
             
            PETER A. FELD  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         2,719,857  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              2,719,857  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            2,719,857  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            6.1%  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    15

    CUSIP No. 204166102

    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 3.Source and Amount of Funds or Other Consideration.

    Item 3 is hereby amended and restated to read as follows:

    The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.

    The aggregate purchase price of the 1,524,575 Shares beneficially owned by Starboard V&O Fund is approximately $54,301,015, excluding brokerage commissions. The aggregate purchase price of the 242,985 Shares beneficially owned by Starboard S LLC is approximately $8,372,370, excluding brokerage commissions. The aggregate purchase price of the 150,916 Shares beneficially owned by Starboard C LP is approximately $5,220,779, excluding brokerage commissions. The aggregate purchase price of the 84,878 Shares beneficially owned by Starboard L Master is approximately $2,811,815, excluding brokerage commissions. The aggregate purchase price of the 395,029 Shares beneficially owned by Starboard X Master is approximately $16,481,820, excluding brokerage commissions. The aggregate purchase price of the 321,474 Shares held in the Starboard Value LP Account is approximately $13,039,342, excluding brokerage commissions.

    Item 5.Interest in Securities of the Issuer.

    Items 5(a)-(c) are hereby amended and restated to read as follows:

    The aggregate percentage of Shares reported owned by each person named herein is based upon 44,532,038 Shares outstanding, as of October 28, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 1, 2022.

    A.Starboard V&O Fund
    (a)As of the close of business on November 17, 2022, Starboard V&O Fund beneficially owned 1,524,575 Shares.

    Percentage: Approximately 3.4%

    (b)1. Sole power to vote or direct vote: 1,524,575
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 1,524,575
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    16

    CUSIP No. 204166102

    B.Starboard S LLC
    (a)As of the close of business on November 17, 2022, Starboard S LLC beneficially owned 242,985 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 242,985
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 242,985
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    C.Starboard C LP
    (a)As of the close of business on November 17, 2022, Starboard C LP beneficially owned 150,916 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 150,916
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 150,916
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    D.Starboard R LP
    (a)Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 150,916 Shares owned by Starboard C LP.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 150,916
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 150,916
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    E.Starboard R GP
    (a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 150,916 Shares owned by Starboard C LP and (ii) 84,878 Shares owned by Starboard L Master.

    Percentage: Less than 1%

    17

    CUSIP No. 204166102

    (b)1. Sole power to vote or direct vote: 235,794
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 235,794
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    F.Starboard L Master
    (a)As of the close of business on November 17, 2022, Starboard L Master beneficially owned 84,878 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 84,878
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 84,878
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    G.Starboard L GP
    (a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 84,878 Shares owned by Starboard L Master.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 84,878
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 84,878
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    H.Starboard X Master
    (a)As of the close of business on November 17, 2022, Starboard X Master beneficially owned 395,029 Shares.

    Percentage: Less than 1%

    (b)1. Sole power to vote or direct vote: 395,029
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 395,029
    4. Shared power to dispose or direct the disposition: 0

     

    18

    CUSIP No. 204166102

    (c)The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    I.Starboard Value LP
    (a)As of the close of business on November 17, 2022, 321,474 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,524,575 Shares owned by Starboard V&O Fund, (ii) 242,985 Shares owned by Starboard S LLC, (iii) 150,916 Shares owned by Starboard C LP, (iv) 84,878 Shares owned by Starboard L Master, (v) 395,029 Shares owned by Starboard X Master, and (vi) 321,474 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 6.1%

    (b)1. Sole power to vote or direct vote: 2,719,857
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,719,857
    4. Shared power to dispose or direct the disposition: 0

     

    (c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    J.Starboard Value GP
    (a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,524,575 Shares owned by Starboard V&O Fund, (ii) 242,985 Shares owned by Starboard S LLC, (iii) 150,916 Shares owned by Starboard C LP, (iv) 84,878 Shares owned by Starboard L Master, (v) 395,029 Shares owned by Starboard X Master, and (vi) 321,474 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 6.1%

    (b)1. Sole power to vote or direct vote: 2,719,857
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,719,857
    4. Shared power to dispose or direct the disposition: 0

     

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

    CUSIP No. 204166102

    K.Principal Co
    (a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,524,575 Shares owned by Starboard V&O Fund, (ii) 242,985 Shares owned by Starboard S LLC, (iii) 150,916 Shares owned by Starboard C LP, (iv) 84,878 Shares owned by Starboard L Master, (v) 395,029 Shares owned by Starboard X Master, and (vi) 321,474 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 6.1%

    (b)1. Sole power to vote or direct vote: 2,719,857
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,719,857
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    L.Principal GP
    (a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,524,575 Shares owned by Starboard V&O Fund, (ii) 242,985 Shares owned by Starboard S LLC, (iii) 150,916 Shares owned by Starboard C LP, (iv) 84,878 Shares owned by Starboard L Master, (v) 395,029 Shares owned by Starboard X Master, and (vi) 321,474 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 6.1%

    (b)1. Sole power to vote or direct vote: 2,719,857
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,719,857
    4. Shared power to dispose or direct the disposition: 0

     

    (c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
    M.Messrs. Smith and Feld
    (a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,524,575 Shares owned by Starboard V&O Fund, (ii) 242,985 Shares owned by Starboard S LLC, (iii) 150,916 Shares owned by Starboard C LP, (iv) 84,878 Shares owned by Starboard L Master, (v) 395,029 Shares owned by Starboard X Master, and (vi) 321,474 Shares held in the Starboard Value LP Account.

    Percentage: Approximately 6.1%

    20

    CUSIP No. 204166102

    (b)1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 2,719,857
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 2,719,857

     

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

    The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

     

    21

    CUSIP No. 204166102

    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: November 17, 2022

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

    By: Starboard Value LP,

    its investment manager

     

    STARBOARD VALUE AND OPPORTUNITY S LLC

    By: Starboard Value LP,

    its manager

     

    STARBOARD VALUE AND OPPORTUNITY C LP

    By: Starboard Value R LP,

    its general partner

     

    STARBOARD VALUE R LP

    By: Starboard Value R GP LLC,

    its general partner

     

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

    By: Starboard Value L LP,

    its general partner

     

     

     

    STARBOARD VALUE L LP

    By: Starboard Value R GP LLC,

    its general partner

     

    STARBOARD X MASTER FUND LTD

    By: Starboard Value LP,

    its investment manager

     

    STARBOARD VALUE LP

    By: Starboard Value GP LLC,

    its general partner

     

    STARBOARD VALUE GP LLC

    By: Starboard Principal Co LP,

    its member

     

    STARBOARD PRINCIPAL CO LP

    By: Starboard Principal Co GP LLC,

    its general partner

     

    STARBOARD PRINCIPAL CO GP LLC

     

    STARBOARD VALUE R GP LLC

     

     
     
    By:

    /s/ Jeffrey C. Smith

      Name: Jeffrey C. Smith
      Title: Authorized Signatory

     

     
     

    /s/ Jeffrey C. Smith

    JEFFREY C. SMITH
    Individually and as attorney-in-fact for Peter A. Feld

    22

    CUSIP No. 204166102

    SCHEDULE A

    Transactions in the Shares During the Past Sixty Days

    Nature of the Transaction

    Amount of Securities

    Purchased/(Sold)

    Price ($)

    Date of

    Purchase/Sale

     

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

     

    Sale of Common Stock (28,026) 58.4118 10/20/2022
    Sale of Common Stock (84,080) 58.6557 10/21/2022
    Sale of Common Stock (28,027) 60.4272 10/25/2022
    Sale of Common Stock (6,839) 66.6907 11/11/2022
    Sale of Common Stock (448) 67.5319 11/14/2022
    Sale of Common Stock (5,605) 67.1877 11/14/2022
    Sale of Common Stock (26,983) 67.1790 11/15/2022
    Sale of Common Stock (8,564) 67.1714 11/15/2022
    Sale of Common Stock (11,043) 66.8700 11/15/2022
    Sale of Common Stock (5,049) 66.9596 11/15/2022
    Sale of Common Stock (67,340) 67.0507 11/15/2022
    Sale of Common Stock (561) 66.1415 11/16/2022
    Sale of Common Stock (561) 65.9996 11/16/2022
    Sale of Common Stock (97,783) 65.5409 11/16/2022
    Sale of Common Stock (42,769) 65.6217 11/16/2022
    Sale of Common Stock (2,756) 65.1566 11/17/2022
    Sale of Common Stock (8,713) 65.1330 11/17/2022
    Sale of Common Stock (39,569) 64.4918 11/17/2022
    Sale of Common Stock (18,545) 65.3627 11/17/2022
    Sale of Common Stock (40,919) 64.3258 11/17/2022

     

    STARBOARD VALUE AND OPPORTUNITY S LLC

     

    Sale of Common Stock (4,467) 58.4118 10/20/2022
    Sale of Common Stock (13,401) 58.6557 10/21/2022
    Sale of Common Stock (4,467) 60.4272 10/25/2022
    Sale of Common Stock (1,090) 66.6907 11/11/2022
    Sale of Common Stock (72) 67.5319 11/14/2022
    Sale of Common Stock (893) 67.1877 11/14/2022
    Sale of Common Stock (4,300) 67.1790 11/15/2022
    Sale of Common Stock (1,365) 67.1714 11/15/2022
    Sale of Common Stock (1,760) 66.8700 11/15/2022
    Sale of Common Stock (805) 66.9596 11/15/2022
    Sale of Common Stock (10,733) 67.0507 11/15/2022
    Sale of Common Stock (89) 66.1415 11/16/2022
    Sale of Common Stock (89) 65.9996 11/16/2022
    Sale of Common Stock (15,584) 65.5409 11/16/2022
    Sale of Common Stock (6,816) 65.6217 11/16/2022
    Sale of Common Stock (439) 65.1566 11/17/2022
    Sale of Common Stock (1,389) 65.1330 11/17/2022
    Sale of Common Stock (6,306) 64.4918 11/17/2022
    Sale of Common Stock (2,956) 65.3627 11/17/2022
    Sale of Common Stock (6,522) 64.3258 11/17/2022

     

     

     

    STARBOARD VALUE AND OPPORTUNITY C LP

     

    Sale of Common Stock (2,775) 58.4118 10/20/2022
    Sale of Common Stock (8,323) 58.6557 10/21/2022
    Sale of Common Stock (2,774) 60.4272 10/25/2022
    Sale of Common Stock (677) 66.6907 11/11/2022
    Sale of Common Stock (44) 67.5319 11/14/2022
    Sale of Common Stock (555) 67.1877 11/14/2022
    Sale of Common Stock (2,671) 67.1790 11/15/2022
    Sale of Common Stock (848) 67.1714 11/15/2022
    Sale of Common Stock (1,093) 66.8700 11/15/2022
    Sale of Common Stock (500) 66.9596 11/15/2022
    Sale of Common Stock (6,666) 67.0507 11/15/2022
    Sale of Common Stock (56) 66.1415 11/16/2022
    Sale of Common Stock (56) 65.9996 11/16/2022
    Sale of Common Stock (9,680) 65.5409 11/16/2022
    Sale of Common Stock (4,234) 65.6217 11/16/2022
    Sale of Common Stock (273) 65.1566 11/17/2022
    Sale of Common Stock (862) 65.1330 11/17/2022
    Sale of Common Stock (3,917) 64.4918 11/17/2022
    Sale of Common Stock (1,836) 65.3627 11/17/2022
    Sale of Common Stock (4,050) 64.3258 11/17/2022

     

    STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

     

    Sale of Common Stock (31,726) 52.6809 09/29/2022
    Sale of Common Stock (1,560) 58.4118 10/20/2022
    Sale of Common Stock (4,681) 58.6557 10/21/2022
    Sale of Common Stock (1,560) 60.4272 10/25/2022
    Sale of Common Stock (381) 66.6907 11/11/2022
    Sale of Common Stock (25) 67.5319 11/14/2022
    Sale of Common Stock (312) 67.1877 11/14/2022
    Sale of Common Stock (1,502) 67.1790 11/15/2022
    Sale of Common Stock (477) 67.1714 11/15/2022
    Sale of Common Stock (615) 66.8700 11/15/2022
    Sale of Common Stock (281) 66.9596 11/15/2022
    Sale of Common Stock (3,749) 67.0507 11/15/2022
    Sale of Common Stock (31) 66.1415 11/16/2022
    Sale of Common Stock (31) 65.9996 11/16/2022
    Sale of Common Stock (5,444) 65.5409 11/16/2022
    Sale of Common Stock (2,381) 65.6217 11/16/2022
    Sale of Common Stock (153) 65.1566 11/17/2022
    Sale of Common Stock (485) 65.1330 11/17/2022
    Sale of Common Stock (2,203) 64.4918 11/17/2022
    Sale of Common Stock (1,033) 65.3627 11/17/2022
    Sale of Common Stock (2,278) 64.3258 11/17/2022

     

     

     

    STARBOARD X MASTER FUND LTD

     

    Sale of Common Stock (7,262) 58.4118 10/20/2022
    Sale of Common Stock (21,786) 58.6557 10/21/2022
    Sale of Common Stock (7,262) 60.4272 10/25/2022
    Sale of Common Stock (1,772) 66.6907 11/11/2022
    Sale of Common Stock (116) 67.5319 11/14/2022
    Sale of Common Stock (1,453) 67.1877 11/14/2022
    Sale of Common Stock (6,992) 67.1790 11/15/2022
    Sale of Common Stock (2,219) 67.1714 11/15/2022
    Sale of Common Stock (2,861) 66.8700 11/15/2022
    Sale of Common Stock (1,308) 66.9596 11/15/2022
    Sale of Common Stock (17,448) 67.0507 11/15/2022
    Sale of Common Stock (145) 66.1415 11/16/2022
    Sale of Common Stock (145) 65.9996 11/16/2022
    Sale of Common Stock (25,336) 65.5409 11/16/2022
    Sale of Common Stock (11,082) 65.6217 11/16/2022
    Sale of Common Stock (714) 65.1566 11/17/2022
    Sale of Common Stock (2,258) 65.1330 11/17/2022
    Sale of Common Stock (10,253) 64.4918 11/17/2022
    Sale of Common Stock (4,805) 65.3627 11/17/2022
    Sale of Common Stock (10,603) 64.3258 11/17/2022

     

    STARBOARD VALUE LP

    (Through the Starboard Value LP Account)

     

    Sale of Common Stock (5,910) 58.4118 10/20/2022
    Sale of Common Stock (17,729) 58.6557 10/21/2022
    Sale of Common Stock (5,910) 60.4272 10/25/2022
    Sale of Common Stock (1,442) 66.6907 11/11/2022
    Sale of Common Stock (95) 67.5319 11/14/2022
    Sale of Common Stock (1,181) 67.1877 11/14/2022
    Sale of Common Stock (5,690) 67.1790 11/15/2022
    Sale of Common Stock (1,806) 67.1714 11/15/2022
    Sale of Common Stock (2,328) 66.8700 11/15/2022
    Sale of Common Stock (1,065) 66.9596 11/15/2022
    Sale of Common Stock (14,200) 67.0507 11/15/2022
    Sale of Common Stock (118) 66.1415 11/16/2022
    Sale of Common Stock (118) 65.9996 11/16/2022
    Sale of Common Stock (20,619) 65.5409 11/16/2022
    Sale of Common Stock (9,018) 65.6217 11/16/2022
    Sale of Common Stock (581) 65.1566 11/17/2022
    Sale of Common Stock (1,837) 65.1330 11/17/2022
    Sale of Common Stock (8,343) 64.4918 11/17/2022
    Sale of Common Stock (3,910) 65.3627 11/17/2022
    Sale of Common Stock (8,628) 64.3258 11/17/2022

     

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