Starboard Value now 10% owner of BILL stock
BILL Holdings, Inc. (BILL) is reporting that investment entities associated with Starboard Value have become more than 10% beneficial owners of BILL common stock.
Rhea-AI Filing Summary
BILL Holdings, Inc. (BILL) is reporting that investment entities associated with Starboard Value have become more than 10% beneficial owners of BILL common stock. The filing reflects existing positions and is being made due to a decrease in BILL’s outstanding shares, rather than a new acquisition by these entities.
Starboard Value & Opportunity Master Fund Ltd holds a Forward Purchase Contract referencing 1,614,152 BILL shares, and indirect holdings of BILL common stock are reported across several Starboard funds and a managed account. The forward contracts provide for physical settlement and currently do not give Starboard voting or dispositive power over the referenced shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Starboard Value LP, STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD, STARBOARD VALUE & OPPORTUNITY S LLC, Starboard Value & Opportunity Master Fund L LP, Starboard X Master Fund Ltd, Starboard Value L LP, Starboard Value R GP LLC, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC
Role
10% Owner | Insider | Insider | Insider | Insider | Insider | Insider | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Forward Purchase Contract F9, F4 | -- | -- | -- |
| holding | Common Stock, $0.00001 par value per share F1, F2, F3, F4 | -- | -- | -- |
| holding | Common Stock, $0.00001 par value per share F1, F2, F3, F5 | -- | -- | -- |
| holding | Common Stock, $0.00001 par value per share F1, F2, F3, F6 | -- | -- | -- |
| holding | Common Stock, $0.00001 par value per share F1, F2, F3, F7 | -- | -- | -- |
| holding | Common Stock, $0.00001 par value per share F1, F2, F3, F8 | -- | -- | -- |
Holdings After Transaction:
Forward Purchase Contract — 1,614,152 contracts (Indirect, By Starboard Value and Opportunity Master Fund Ltd);
Common Stock, $0.00001 par value per share — 2,983,630 shares (Indirect, By Starboard Value and Opportunity Master Fund Ltd);
Common Stock, $0.00001 par value per share — 681,182 shares (Indirect, By Starboard Value and Opportunity S LLC);
Common Stock, $0.00001 par value per share — 239,363 shares (Indirect, By Starboard Value and Opportunity Master Fund L LP);
Common Stock, $0.00001 par value per share — 1,712,590 shares (Indirect, By Starboard X Master Fund Ltd);
Common Stock, $0.00001 par value per share — 1,408,983 shares (Indirect, By Managed Account of Starboard Value LP)
Footnotes (9)
- F1. This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP") and Jeffrey C. Smith (collectively, the "Reporting Persons").
- F2. This Form 3 is being filed solely due to a decrease in the number of the Issuer's outstanding shares of Common Stock and not as a result of any acquisition by the Reporting Persons.
- F3. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4. Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.
- F5. Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.
- F6. Securities beneficially owned by Starboard L Master. Each of Starboard L GP, as the general partner of Starboard L Master, and Starboard R GP, as the general partner of Starboard L GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.
- F7. Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.
- F8. Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.
- F9. Starboard V&O Fund has entered into forward purchase contracts with Nomura Global Financial Products Inc. as the counterparty providing for the purchase of an aggregate of 1,614,152 shares of the Issuer's Common Stock having an aggregate purchase price of $69,096,198 (the "Forward Contracts"). The Forward Contracts have a final valuation date of December 21, 2026, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement date, none of the Forward Contracts give Starboard V&O Fund voting and dispositive control over the shares to which such contracts relate.
Key Figures
Forward purchase contracts underlying shares: 1,614,152 shares
Aggregate purchase price of forward contracts: $69,096,198
Forward contracts final valuation date: December 21, 2026
+3 more
6 metrics
Forward purchase contracts underlying shares
1,614,152 shares
Shares of BILL common stock referenced by forward purchase contracts entered into by Starboard Value & Opportunity Master Fund Ltd
Aggregate purchase price of forward contracts
$69,096,198
Aggregate purchase price for 1,614,152 BILL shares under forward purchase contracts
Forward contracts final valuation date
December 21, 2026
Final valuation date of the forward purchase contracts, subject to Starboard’s right to elect early settlement
Indirect common stock holding – Starboard V&O Fund
2,983,630 shares
Total BILL common shares indirectly held by Starboard Value & Opportunity Master Fund Ltd following the reported holdings
Indirect common stock holding – Starboard S LLC
681,182 shares
BILL common shares indirectly held by Starboard Value & Opportunity S LLC
Indirect common stock holding – Starboard X Master Fund Ltd
1,712,590 shares
BILL common shares indirectly held by Starboard X Master Fund Ltd
Key Terms
Forward Purchase Contract, physical settlement, beneficial owner, Section 13(d) group, +1 more
5 terms
Forward Purchase Contract financial
"Starboard V&O Fund has entered into forward purchase contracts with Nomura Global Financial Products Inc."
physical settlement financial
"Each of the Forward Contracts provides for physical settlement."
Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.
beneficial owner financial
"may be deemed to be the beneficial owner of the securities beneficially owned"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 13(d) group regulatory
"may be deemed to be a member of a Section 13(d) group that owns more than 10%"
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"
FAQ
What does BILL’s Form 3 disclose about Starboard Value’s ownership in BILL?
The Form 3 shows that entities associated with Starboard Value have become more than 10% beneficial owners of BILL Holdings, Inc. This status arises from their existing positions and a decrease in BILL’s outstanding shares, not from a new acquisition.
Why is this BILL Form 3 being filed now?
The Form 3 is being filed solely due to a decrease in the number of BILL’s outstanding common shares. The reporting persons state it is not the result of any acquisition of BILL shares by them.
Who are the reporting persons on BILL’s Form 3?
The reporting persons are multiple Starboard-related entities, including Starboard Value LP, several affiliated funds and partnerships, and Jeffrey C. Smith. Each party may be deemed part of a Section 13(d) group owning more than 10% of BILL’s common stock.
What is the nature of Starboard’s indirect holdings of BILL common stock?
Indirect holdings are reported through several entities, including Starboard Value & Opportunity Master Fund Ltd, Starboard Value & Opportunity S LLC, Starboard Value & Opportunity Master Fund L LP, Starboard X Master Fund Ltd, and a managed account of Starboard Value LP.
AI-generated analysis. How Rhea-AI works. Not financial advice.
