UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Extreme Networks, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
30226D106
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
599 Lexington Avenue, 19th Floor
New York, New York 10022
(212) 845-7977
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
May 17, 2011
(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. 30226D106
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY FUND LTD
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
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||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
6,621,040
|
|
|
8
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SHARED VOTING POWER
- 0 -
|
||
|
9
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SOLE DISPOSITIVE POWER
6,621,040
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,621,040
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||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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||
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14
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TYPE OF REPORTING PERSON
CO
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||
2
CUSIP NO. 30226D106
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1
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NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
WC
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||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
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|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,205,069
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
1,205,069
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,069
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
|
14
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TYPE OF REPORTING PERSON
OO
|
||
3
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE LP
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
7,826,109
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
7,826,109
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
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TYPE OF REPORTING PERSON
PN
|
||
4
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
7,826,109
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
7,826,109
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
OO
|
||
5
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
7,826,109
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
7,826,109
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
PN
|
||
6
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
7,826,109
|
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
|
9
|
SOLE DISPOSITIVE POWER
7,826,109
|
||
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
OO
|
||
7
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
JEFFREY C. SMITH
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
7,826,109
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,826,109
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
8
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
MARK MITCHELL
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
7,826,109
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,826,109
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
9
CUSIP NO. 30226D106
|
1
|
NAME OF REPORTING PERSON
PETER A. FELD
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
|
SHARED VOTING POWER
7,826,109
|
||
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
|
SHARED DISPOSITIVE POWER
7,826,109
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,826,109
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
||
|
14
|
TYPE OF REPORTING PERSON
IN
|
||
10
CUSIP NO. 30226D106
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
|
|
(i)
|
Starboard Value and Opportunity 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 LLC”), with respect to the Shares directly and beneficially owned by it;
|
|
|
(iii)
|
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund and the manager of Starboard LLC;
|
|
|
(iv)
|
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
|
|
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(v)
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Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
|
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|
(vi)
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Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
|
|
|
(vii)
|
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;
|
|
|
(viii)
|
Mark 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
|
|
|
(ix)
|
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
|
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of Starboard LLC, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 599 Lexington Avenue, 19th Floor, New York, New York 10022. The address of the principal office of Starboard V&O Fund is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, 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.
11
CUSIP NO. 30226D106
(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 LLC has 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 and the manager of Starboard 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. 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.
|
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Starboard V&O Fund 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 6,621,040 Shares beneficially owned by Starboard V&O Fund is approximately $19,444,677, excluding brokerage commissions. The aggregate purchase price of the 1,205,069 Shares beneficially owned by Starboard LLC is approximately $3,842,343, 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 92,081,315 Shares outstanding, as of April 22, 2011, 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 2, 2011.
12
CUSIP NO. 30226D106
On April 30, 2011, the Issuer extended an exemption originally granted to the Reporting Persons on August 24, 2010 under the Issuer’s Rights Agreement, as amended. The exemption allows the Reporting Persons to acquire beneficial ownership of up to 9.9% of the outstanding Shares, provided that any such purchases are made on or prior to April 30, 2012, the date on which the Rights Agreement terminates in accordance with its amended terms.
|
A.
|
Starboard V&O Fund
|
|
|
(a)
|
As of the close of business on May 19, 2011 Starboard V&O Fund beneficially owned 6,621,040 Shares.
|
Percentage: Approximately 7.2%.
|
|
(b)
|
1. Sole power to vote or direct vote: 6,621,040
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 6,621,040
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Starboard V&O Fund since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
|
B.
|
Starboard LLC
|
|
|
(a)
|
As of the close of business on May 19, 2011, Starboard LLC beneficially owned 1,205,069 Shares.
|
Percentage: Approximately 1.3%.
|
|
(b)
|
1. Sole power to vote or direct vote: 1,205,069
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 1,205,069
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
The transactions in the Shares by Starboard LLC during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
|
C.
|
Starboard Value LP
|
|
|
(a)
|
Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed the beneficial owner of the (i) 6,621,040 Shares owned by Starboard V&O Fund and (ii) 1,205,069 Shares owned by Starboard LLC.
|
Percentage: Approximately 8.5%.
|
|
(b)
|
1. Sole power to vote or direct vote: 7,826,109
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 7,826,109
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
13
CUSIP NO. 30226D106
|
|
(c)
|
Starboard Value LP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
|
D.
|
Starboard Value GP
|
|
|
(a)
|
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 6,621,040 Shares owned by Starboard V&O Fund and (ii) 1,205,069 Shares owned by Starboard LLC.
|
Percentage: Approximately 8.5%.
|
|
(b)
|
1. Sole power to vote or direct vote: 7,826,109
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 7,826,109
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Starboard Value GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
|
E.
|
Principal Co
|
|
|
(a)
|
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 6,621,040 Shares owned by Starboard V&O Fund and (ii) 1,205,069 Shares owned by Starboard LLC.
|
Percentage: Approximately 8.5%.
|
|
(b)
|
1. Sole power to vote or direct vote: 7,826,109
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 7,826,109
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Principal Co has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
|
F.
|
Principal GP
|
|
|
(a)
|
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 6,621,040 Shares owned by Starboard V&O Fund and (ii) 1,205,069 Shares owned by Starboard LLC.
|
Percentage: Approximately 8.5%.
14
CUSIP NO. 30226D106
|
|
(b)
|
1. Sole power to vote or direct vote: 7,826,109
|
|
|
2. Shared power to vote or direct vote: 0
|
|
|
3. Sole power to dispose or direct the disposition: 7,826,109
|
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
|
(c)
|
Principal GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
|
G.
|
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) 6,621,040 Shares owned by Starboard V&O Fund and (ii) 1,205,069 Shares owned by Starboard LLC.
|
Percentage: Approximately 8.5%.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
|
2. Shared power to vote or direct vote: 7,826,109
|
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
|
4. Shared power to dispose or direct the disposition: 7,826,109
|
|
|
(c)
|
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund and Starboard LLC since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule A, who are not also Reporting Persons, beneficially owns any securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
On May 19, 2011, 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.
|
Item 7 is hereby amended to add the following exhibit:
|
|
99.1
|
Joint Filing Agreement by and among Starboard Value and Opportunity Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark Mitchell and Peter A. Feld, dated May 19, 2011.
|
15
CUSIP NO. 30226D106
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: May 19, 2011
|
STARBOARD VALUE AND OPPORTUNITY FUND LTD
By: Starboard Value LP,
its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its 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
|
|
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 Mitchell and Peter A. Feld
|
16
CUSIP NO. 30226D106
SCHEDULE A
Directors and Officers of Starboard Value and Opportunity 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 Mitchell Director*
|
||||||
|
Don Seymour
Director
|
Managing Director of dms Management Ltd.
|
dms Management Ltd.
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. 30226D106
SCHEDULE B
Transactions in the Shares Since the Filing of the Schedule 13D
|
Shares of Common Stock
Purchased / (Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
STARBOARD VALUE AND OPPORTUNITY FUND LTD
|
25,740
|
3.0670
|
05/04/11
|
STARBOARD VALUE AND OPPORTUNITY S LLC
|
50,000
|
3.1848
|
05/05/11
|
|
|
25,000
|
3.1500
|
05/05/11
|
|
|
196,302
|
3.1669
|
05/05/11
|
|
|
180,300
|
3.1917
|
05/06/11
|
|
|
73,398
|
3.1769
|
05/09/11
|
|
|
113,700
|
3.2518
|
05/10/11
|
|
|
92,900
|
3.2328
|
05/11/11
|
|
|
66,100
|
3.2642
|
05/12/11
|
|
|
52,800
|
3.2382
|
05/13/11
|
|
|
34,500
|
3.2334
|
05/16/11
|
|
|
62,659
|
3.1698
|
05/16/11
|
|
|
182,217
|
3.1285
|
05/17/11
|
|
|
29,997
|
3.1206
|
05/18/11
|
|
|
45,196
|
3.1729
|
05/19/11
|
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Extreme Networks, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: May 19, 2011
|
STARBOARD VALUE AND OPPORTUNITY FUND LTD
By: Starboard Value LP,
its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its 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
|
|
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 Mitchell and Peter A. Feld
|