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

Web.com Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

94733A104

(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)

 

May 29, 2018

(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. 94733A104

  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         4,630,579  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,630,579  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP NO. 94733A104

  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         3,377,714  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,377,714  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,377,714  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.8%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP NO. 94733A104

 

  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         430,641  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          430,641  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        430,641  
  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. 94733A104

 

  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         245,423  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          245,423  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        245,423  
  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. 94733A104

 

  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         245,423  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          245,423  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        245,423  
  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. 94733A104

 

  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         245,423  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          245,423  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        245,423  
  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. 94733A104

 

  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         4,630,579  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,630,579  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP NO. 94733A104

 

  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         4,630,579  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,630,579  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

9

CUSIP NO. 94733A104

 

  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         4,630,579  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,630,579  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

10

CUSIP NO. 94733A104

 

  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         4,630,579  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,630,579  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

11

CUSIP NO. 94733A104

 

  1   NAME OF REPORTING PERSON  
         
        MARK R. MITCHELL  
  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         4,630,579  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,630,579  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

12

CUSIP NO. 94733A104

 

  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         4,630,579  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,630,579  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,630,579  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13

CUSIP NO. 94733A104

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

Item 1.Security and Issuer.

This statement relates to the common stock, par value $0.001 per share (the “Shares”), of Web.com Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 12808 Gran Bay Parkway West, Jacksonville, Florida 32258.

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 R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
(vi)Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
(vii)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(viii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(ix)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(x)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;
(xi)Mark R. Mitchell, 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
(xii)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.

14

CUSIP NO. 94733A104

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 Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund 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 and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP 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.  Messrs. Smith, Mitchell 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.

(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, Mitchell 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 Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP 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 3,377,714 Shares beneficially owned by Starboard V&O Fund is approximately $64,217,818, excluding brokerage commissions. The aggregate purchase price of the 430,641 Shares beneficially owned by Starboard S LLC is approximately $8,187,890, excluding brokerage commissions. The aggregate purchase price of the 245,423 Shares beneficially owned by Starboard C LP is approximately $4,666,288, excluding brokerage commissions. The aggregate purchase price of the 576,801 Shares held in the Starboard Value LP Account is approximately $10,970,387, excluding brokerage commissions.

15

CUSIP NO. 94733A104

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.

 

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 49,487,490 Shares outstanding, as of May 2, 2018, 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 May 4, 2018.

A.Starboard V&O Fund
(a)As of the close of business on June 7, 2018, Starboard V&O Fund beneficially owned 3,377,714 Shares.

Percentage: Approximately 6.8%

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CUSIP NO. 94733A104

(b)1. Sole power to vote or direct vote: 3,377,714
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,377,714
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.
B.Starboard S LLC
(a)As of the close of business on June 7, 2018, Starboard S LLC beneficially owned 430,641 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 430,641
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 430,641
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 June 7, 2018, Starboard C LP beneficially owned 245,423 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 245,423
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 245,423
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 245,423 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 245,423
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 245,423
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.
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CUSIP NO. 94733A104

E.Starboard R GP
(a)Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 245,423 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 245,423
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 245,423
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 Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
F.Starboard Value LP
(a)As of the close of business on June 7, 2018, 576,801 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,377,714 Shares owned by Starboard V&O Fund, (ii) 430,641 Shares owned by Starboard S LLC, (iii) 245,423 Shares owned by Starboard C LP, and (iv) 576,801 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.4%

(b)1. Sole power to vote or direct vote: 4,630,579
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,630,579
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 and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
G.Starboard Value GP
(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,377,714 Shares owned by Starboard V&O Fund, (ii) 430,641 Shares owned by Starboard S LLC, (iii) 245,423 Shares owned by Starboard C LP, and (iv) 576,801 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.4%

(b)1. Sole power to vote or direct vote: 4,630,579
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,630,579
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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
18

CUSIP NO. 94733A104

H.Principal Co
(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,377,714 Shares owned by Starboard V&O Fund, (ii) 430,641 Shares owned by Starboard S LLC, (iii) 245,423 Shares owned by Starboard C LP, and (iv) 576,801 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.4%

(b)1. Sole power to vote or direct vote: 4,630,579
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,630,579
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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
I.Principal GP
(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,377,714 Shares owned by Starboard V&O Fund, (ii) 430,641 Shares owned by Starboard S LLC, (iii) 245,423 Shares owned by Starboard C LP, and (iv) 576,801 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.4%

(b)1. Sole power to vote or direct vote: 4,630,579
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,630,579
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 on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
J.Messrs. Smith, Mitchell and Feld
(a)Each of Messrs. Smith, Mitchell 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) 3,377,714 Shares owned by Starboard V&O Fund, (ii) 430,641 Shares owned by Starboard S LLC, (iii) 245,423 Shares owned by Starboard C LP, and (iv) 576,801 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.4%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,630,579
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,630,579

 

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

19

CUSIP NO. 94733A104

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(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

On June 8, 2018, 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.

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 R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated June 8, 2018.
99.2Power of Attorney for Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld, dated September 15, 2011.
20

CUSIP NO. 94733A104

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: June 8, 2018

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 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 Mark R. Mitchell and Peter A. Feld

 

21

CUSIP NO. 94733A104

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
       

Patrick Agemian

Director

Director of Global Funds
Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

Canada
       

Mark R. Mitchell

Director*

     
       

Don Seymour

Director

Managing Director of
dms Governance

dms Governance

dms House, 20 Genesis Close

P.O. Box 31910

Grand Cayman

Cayman Islands, KY1-1208

Cayman Islands

 


* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

 

CUSIP NO. 94733A104

SCHEDULE B

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

 

Purchase of Common Stock 12,984 19.0608 05/02/2018
Purchase of Common Stock 12,984 19.0608 05/02/2018
Purchase of Common Stock 2,248 19.1685 05/02/2018
Purchase of Common Stock 2,248 19.1685 05/02/2018
Purchase of Common Stock 22,703 19.1951 05/02/2018
Purchase of Common Stock 22,703 19.1951 05/02/2018
Purchase of Common Stock 36,500 19.2068 05/03/2018
Purchase of Common Stock 36,500 19.2068 05/03/2018
Purchase of Common Stock 14,087 19.3092 05/03/2018
Purchase of Common Stock 14,086 19.3092 05/03/2018
Purchase of Common Stock 185,328 17.3183 05/04/2018
Purchase of Common Stock 255,499 17.3647 05/04/2018
Purchase of Common Stock 112,128 17.5128 05/04/2018
Purchase of Common Stock 3,650 17.5962 05/08/2018
Purchase of Common Stock 3,650 17.5962 05/08/2018
Purchase of Common Stock 32,283 17.6664 05/08/2018
Purchase of Common Stock 32,283 17.6664 05/08/2018
Purchase of Common Stock 16,647 17.6807 05/08/2018
Purchase of Common Stock 16,647 17.6807 05/08/2018
Purchase of Common Stock 10,950 18.0213 05/09/2018
Purchase of Common Stock 10,950 18.0213 05/09/2018
Purchase of Common Stock 9,125 18.0250 05/09/2018
Purchase of Common Stock 9,125 18.0250 05/09/2018
Purchase of Common Stock 9,271 18.0250 05/09/2018
Purchase of Common Stock 9,271 18.0250 05/09/2018
Purchase of Common Stock 63,340 18.0515 05/09/2018
Purchase of Common Stock 63,340 18.0515 05/09/2018
Purchase of Common Stock 7,884 18.2377 05/10/2018
Purchase of Common Stock 7,884 18.2377 05/10/2018
Purchase of Common Stock 35,656 18.2744 05/10/2018
Purchase of Common Stock 35,656 18.2744 05/10/2018
Purchase of Common Stock 5,984 18.1000 05/11/2018
Purchase of Common Stock 5,984 18.1000 05/11/2018
Purchase of Common Stock 15,768 18.3001 05/11/2018
Purchase of Common Stock 15,768 18.3001 05/11/2018
Purchase of Common Stock 47,538 18.4393 05/11/2018
Purchase of Common Stock 47,538 18.4393 05/11/2018
Purchase of Common Stock 2,492 18.3847 05/14/2018
Purchase of Common Stock 2,491 18.3847 05/14/2018
Purchase of Common Stock 2,565 18.4377 05/14/2018
Purchase of Common Stock 2,565 18.4377 05/14/2018
Purchase of Common Stock 11,258 18.5987 05/15/2018

 

 

CUSIP NO. 94733A104

Purchase of Common Stock 11,259 18.5987 05/15/2018
Purchase of Common Stock 14,600 18.6000 05/15/2018
Purchase of Common Stock 14,600 18.6000 05/15/2018
Purchase of Common Stock 27,375 18.6064 05/15/2018
Purchase of Common Stock 27,375 18.6064 05/15/2018
Purchase of Common Stock 16,426 18.6467 05/15/2018
Purchase of Common Stock 16,426 18.6467 05/15/2018
Purchase of Common Stock 77,553 19.0213 05/16/2018
Purchase of Common Stock 77,553 19.0213 05/16/2018
Purchase of Common Stock 45,781 19.0360 05/16/2018
Purchase of Common Stock 45,780 19.0360 05/16/2018
Purchase of Common Stock 18,250 18.8521 05/17/2018
Purchase of Common Stock 18,250 18.8521 05/17/2018
Purchase of Common Stock 25,185 19.1685 05/17/2018
Purchase of Common Stock 25,185 19.1685 05/17/2018
Purchase of Common Stock 18,250 19.0203 05/18/2018
Purchase of Common Stock 18,250 19.0203 05/18/2018
Purchase of Common Stock 2,294 18.9496 05/21/2018
Purchase of Common Stock 2,294 18.9496 05/21/2018
Purchase of Common Stock 3,650 18.6750 05/29/2018
Purchase of Common Stock 3,650 18.6750 05/29/2018
Purchase of Common Stock 103,660 18.9444 05/29/2018
Purchase of Common Stock 103,660 18.9444 05/29/2018
Purchase of Common Stock 35,003 18.9680 05/29/2018
Purchase of Common Stock 35,003 18.9680 05/29/2018
Purchase of Common Stock 354 19.0608 05/29/2018
Purchase of Common Stock 354 19.0608 05/29/2018
Purchase of Common Stock 85,471 19.2206 05/29/2018
Purchase of Common Stock 85,471 19.2206 05/29/2018
Purchase of Common Stock 17,243 19.6095 05/29/2018
Purchase of Common Stock 17,243 19.6095 05/29/2018
Purchase of Common Stock 39,002 19.4505 05/31/2018
Purchase of Common Stock 39,002 19.4505 05/31/2018
Purchase of Common Stock 45,144 19.4972 05/31/2018
Purchase of Common Stock 45,144 19.4972 05/31/2018
Purchase of Common Stock 15,951 19.7444 06/01/2018
Purchase of Common Stock 15,951 19.7444 06/01/2018
Purchase of Common Stock 8,736 19.7500 06/01/2018
Purchase of Common Stock 8,736 19.7500 06/01/2018
Purchase of Common Stock 27,323 19.7607 06/01/2018
Purchase of Common Stock 27,322 19.7607 06/01/2018
Purchase of Common Stock 77,704 19.9123 06/01/2018
Purchase of Common Stock 77,704 19.9123 06/01/2018
Purchase of Common Stock 18,200 19.9000 06/04/2018
Purchase of Common Stock 18,200 19.9000 06/04/2018
Purchase of Common Stock 9,100 19.9500 06/04/2018
Purchase of Common Stock 9,100 19.9500 06/04/2018
Purchase of Common Stock 33,807 20.3820 06/04/2018
Purchase of Common Stock 33,807 20.3820 06/04/2018
Purchase of Common Stock 437 20.4250 06/04/2018
Purchase of Common Stock 437 20.4250 06/04/2018

 

 

CUSIP NO. 94733A104

Purchase of Common Stock 13,555 20.4611 06/04/2018
Purchase of Common Stock 13,555 20.4611 06/04/2018
Purchase of Common Stock 32,760 20.5733 06/05/2018
Purchase of Common Stock 32,760 20.5733 06/05/2018
Purchase of Common Stock 63,700 20.7429 06/05/2018
Purchase of Common Stock 63,700 20.7429 06/05/2018
Purchase of Common Stock 52,934 20.7640 06/05/2018
Purchase of Common Stock 52,934 20.7640 06/05/2018
Purchase of Common Stock 3,380 20.7973 06/05/2018
Purchase of Common Stock 3,380 20.7973 06/05/2018
Purchase of Common Stock 54,600 20.3597 06/06/2018
Purchase of Common Stock 54,600 20.3597 06/06/2018
Purchase of Common Stock 36,400 20.6548 06/07/2018
Purchase of Common Stock 36,400 20.6548 06/07/2018
Purchase of Common Stock 25,620 20.9434 06/07/2018
Purchase of Common Stock 25,620 20.9434 06/07/2018

 

Starboard Value and Opportunity S LLC

 

Purchase of Common Stock 3,308 19.0608 05/02/2018
Purchase of Common Stock 573 19.1685 05/02/2018
Purchase of Common Stock 5,784 19.1951 05/02/2018
Purchase of Common Stock 9,300 19.2068 05/03/2018
Purchase of Common Stock 3,589 19.3092 05/03/2018
Purchase of Common Stock 23,610 17.3183 05/04/2018
Purchase of Common Stock 32,549 17.3647 05/04/2018
Purchase of Common Stock 14,284 17.5128 05/04/2018
Purchase of Common Stock 930 17.5962 05/08/2018
Purchase of Common Stock 8,226 17.6664 05/08/2018
Purchase of Common Stock 4,242 17.6807 05/08/2018
Purchase of Common Stock 2,790 18.0213 05/09/2018
Purchase of Common Stock 2,325 18.0250 05/09/2018
Purchase of Common Stock 2,362 18.0250 05/09/2018
Purchase of Common Stock 16,138 18.0515 05/09/2018
Purchase of Common Stock 2,009 18.2377 05/10/2018
Purchase of Common Stock 9,085 18.2744 05/10/2018
Purchase of Common Stock 1,525 18.1000 05/11/2018
Purchase of Common Stock 4,017 18.3001 05/11/2018
Purchase of Common Stock 12,113 18.4393 05/11/2018
Purchase of Common Stock 635 18.3847 05/14/2018
Purchase of Common Stock 654 18.4377 05/14/2018
Purchase of Common Stock 2,868 18.5987 05/15/2018
Purchase of Common Stock 3,720 18.6000 05/15/2018
Purchase of Common Stock 6,975 18.6064 05/15/2018
Purchase of Common Stock 4,185 18.6467 05/15/2018
Purchase of Common Stock 19,760 19.0213 05/16/2018
Purchase of Common Stock 11,664 19.0360 05/16/2018
Purchase of Common Stock 4,650 18.8521 05/17/2018
Purchase of Common Stock 6,417 19.1685 05/17/2018
Purchase of Common Stock 4,650 19.0203 05/18/2018
Purchase of Common Stock 585 18.9496 05/21/2018

 

 

CUSIP NO. 94733A104

Purchase of Common Stock 930 18.6750 05/29/2018
Purchase of Common Stock 26,412 18.9444 05/29/2018
Purchase of Common Stock 8,919 18.9680 05/29/2018
Purchase of Common Stock 90 19.0608 05/29/2018
Purchase of Common Stock 21,778 19.2206 05/29/2018
Purchase of Common Stock 4,393 19.6095 05/29/2018
Purchase of Common Stock 9,937 19.4505 05/31/2018
Purchase of Common Stock 11,503 19.4972 05/31/2018
Purchase of Common Stock 4,075 19.7444 06/01/2018
Purchase of Common Stock 2,232 19.7500 06/01/2018
Purchase of Common Stock 6,981 19.7607 06/01/2018
Purchase of Common Stock 19,853 19.9123 06/01/2018
Purchase of Common Stock 4,650 19.9000 06/04/2018
Purchase of Common Stock 2,325 19.9500 06/04/2018
Purchase of Common Stock 8,638 20.3820 06/04/2018
Purchase of Common Stock 111 20.4250 06/04/2018
Purchase of Common Stock 3,463 20.4611 06/04/2018
Purchase of Common Stock 8,370 20.5733 06/05/2018
Purchase of Common Stock 16,275 20.7429 06/05/2018
Purchase of Common Stock 13,524 20.7640 06/05/2018
Purchase of Common Stock 864 20.7973 06/05/2018
Purchase of Common Stock 13,950 20.3597 06/06/2018
Purchase of Common Stock 9,300 20.6548 06/07/2018
Purchase of Common Stock 6,546 20.9434 06/07/2018

 

 

Starboard Value and Opportunity C LP

 

Purchase of Common Stock 1,886 19.0608 05/02/2018
Purchase of Common Stock 326 19.1685 05/02/2018
Purchase of Common Stock 3,297 19.1951 05/02/2018
Purchase of Common Stock 5,300 19.2068 05/03/2018
Purchase of Common Stock 2,045 19.3092 05/03/2018
Purchase of Common Stock 13,456 17.3183 05/04/2018
Purchase of Common Stock 18,550 17.3647 05/04/2018
Purchase of Common Stock 8,141 17.5128 05/04/2018
Purchase of Common Stock 530 17.5962 05/08/2018
Purchase of Common Stock 4,688 17.6664 05/08/2018
Purchase of Common Stock 2,417 17.6807 05/08/2018
Purchase of Common Stock 1,590 18.0213 05/09/2018
Purchase of Common Stock 1,325 18.0250 05/09/2018
Purchase of Common Stock 1,346 18.0250 05/09/2018
Purchase of Common Stock 9,197 18.0515 05/09/2018
Purchase of Common Stock 1,145 18.2377 05/10/2018
Purchase of Common Stock 5,177 18.2744 05/10/2018
Purchase of Common Stock 869 18.1000 05/11/2018
Purchase of Common Stock 2,290 18.3001 05/11/2018
Purchase of Common Stock 6,903 18.4393 05/11/2018
Purchase of Common Stock 362 18.3847 05/14/2018
Purchase of Common Stock 373 18.4377 05/14/2018
Purchase of Common Stock 1,635 18.5987 05/15/2018

 

 

CUSIP NO. 94733A104

Purchase of Common Stock 2,120 18.6000 05/15/2018
Purchase of Common Stock 3,975 18.6064 05/15/2018
Purchase of Common Stock 2,385 18.6467 05/15/2018
Purchase of Common Stock 11,261 19.0213 05/16/2018
Purchase of Common Stock 6,648 19.0360 05/16/2018
Purchase of Common Stock 2,650 18.8521 05/17/2018
Purchase of Common Stock 3,657 19.1685 05/17/2018
Purchase of Common Stock 2,650 19.0203 05/18/2018
Purchase of Common Stock 333 18.9496 05/21/2018
Purchase of Common Stock 530 18.6750 05/29/2018
Purchase of Common Stock 15,052 18.9444 05/29/2018
Purchase of Common Stock 5,083 18.9680 05/29/2018
Purchase of Common Stock 52 19.0608 05/29/2018
Purchase of Common Stock 12,411 19.2206 05/29/2018
Purchase of Common Stock 2,504 19.6095 05/29/2018
Purchase of Common Stock 5,663 19.4505 05/31/2018
Purchase of Common Stock 6,555 19.4972 05/31/2018
Purchase of Common Stock 2,323 19.7444 06/01/2018
Purchase of Common Stock 1,272 19.7500 06/01/2018
Purchase of Common Stock 3,978 19.7607 06/01/2018
Purchase of Common Stock 11,314 19.9123 06/01/2018
Purchase of Common Stock 2,650 19.9000 06/04/2018
Purchase of Common Stock 1,325 19.9500 06/04/2018
Purchase of Common Stock 4,922 20.3820 06/04/2018
Purchase of Common Stock 64 20.4250 06/04/2018
Purchase of Common Stock 1,973 20.4611 06/04/2018
Purchase of Common Stock 4,770 20.5733 06/05/2018
Purchase of Common Stock 9,275 20.7429 06/05/2018
Purchase of Common Stock 7,708 20.7640 06/05/2018
Purchase of Common Stock 492 20.7973 06/05/2018
Purchase of Common Stock 7,950 20.3597 06/06/2018
Purchase of Common Stock 5,300 20.6548 06/07/2018
Purchase of Common Stock 3,730 20.9434 06/07/2018

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Common Stock 4,411 19.0608 05/02/2018
Purchase of Common Stock 764 19.1685 05/02/2018
Purchase of Common Stock 7,713 19.1951 05/02/2018
Purchase of Common Stock 12,400 19.2068 05/03/2018
Purchase of Common Stock 4,786 19.3092 05/03/2018
Purchase of Common Stock 31,481 17.3183 05/04/2018
Purchase of Common Stock 43,402 17.3647 05/04/2018
Purchase of Common Stock 19,047 17.5128 05/04/2018
Purchase of Common Stock 1,240 17.5962 05/08/2018
Purchase of Common Stock 10,967 17.6664 05/08/2018
Purchase of Common Stock 5,656 17.6807 05/08/2018
Purchase of Common Stock 3,720 18.0213 05/09/2018
Purchase of Common Stock 3,100 18.0250 05/09/2018
Purchase of Common Stock 3,150 18.0250 05/09/2018

 

 

CUSIP NO. 94733A104

Purchase of Common Stock 21,518 18.0515 05/09/2018
Purchase of Common Stock 2,678 18.2377 05/10/2018
Purchase of Common Stock 12,113 18.2744 05/10/2018
Purchase of Common Stock 2,033 18.1000 05/11/2018
Purchase of Common Stock 5,357 18.3001 05/11/2018
Purchase of Common Stock 16,150 18.4393 05/11/2018
Purchase of Common Stock 846 18.3847 05/14/2018
Purchase of Common Stock 871 18.4377 05/14/2018
Purchase of Common Stock 3,825 18.5987 05/15/2018
Purchase of Common Stock 4,960 18.6000 05/15/2018
Purchase of Common Stock 9,300 18.6064 05/15/2018
Purchase of Common Stock 5,581 18.6467 05/15/2018
Purchase of Common Stock 26,347 19.0213 05/16/2018
Purchase of Common Stock 15,553 19.0360 05/16/2018
Purchase of Common Stock 6,200 18.8521 05/17/2018
Purchase of Common Stock 8,556 19.1685 05/17/2018
Purchase of Common Stock 6,200 19.0203 05/18/2018
Purchase of Common Stock 779 18.9496 05/21/2018
Purchase of Common Stock 1,240 18.6750 05/29/2018
Purchase of Common Stock 35,216 18.9444 05/29/2018
Purchase of Common Stock 11,892 18.9680 05/29/2018
Purchase of Common Stock 120 19.0608 05/29/2018
Purchase of Common Stock 29,037 19.2206 05/29/2018
Purchase of Common Stock 5,858 19.6095 05/29/2018
Purchase of Common Stock 13,250 19.4505 05/31/2018
Purchase of Common Stock 15,337 19.4972 05/31/2018
Purchase of Common Stock 5,522 19.7444 06/01/2018
Purchase of Common Stock 3,024 19.7500 06/01/2018
Purchase of Common Stock 9,458 19.7607 06/01/2018
Purchase of Common Stock 26,897 19.9123 06/01/2018
Purchase of Common Stock 6,300 19.9000 06/04/2018
Purchase of Common Stock 3,150 19.9500 06/04/2018
Purchase of Common Stock 11,702 20.3820 06/04/2018
Purchase of Common Stock 151 20.4250 06/04/2018
Purchase of Common Stock 4,692 20.4611 06/04/2018
Purchase of Common Stock 11,340 20.5733 06/05/2018
Purchase of Common Stock 22,050 20.7429 06/05/2018
Purchase of Common Stock 18,323 20.7640 06/05/2018
Purchase of Common Stock 1,170 20.7973 06/05/2018
Purchase of Common Stock 18,900 20.3597 06/06/2018
Purchase of Common Stock 12,600 20.6548 06/07/2018
Purchase of Common Stock 8,868 20.9434 06/07/2018

 

 

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 Common Stock, $0.001 par value per share, of Web.com Group, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: June 8, 2018

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 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 Mark R. Mitchell and Peter A. Feld

 

Exhibit 99.2

 

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, 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 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, Mark R. Mitchell, 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: September 15, 2011  
   
   

/s/ Jeffrey C. Smith

 
Jeffrey C. Smith  

 

 

/s/ Mark R. Mitchell

 
Mark R. Mitchell  

 

 

/s/ Peter A. Feld

 
Peter A. Feld