Starboard’s Jeffrey Smith crosses 10% BILL stake
BILL Holdings, Inc. (BILL) reported that Jeffrey C. Smith is a more-than-10% owner through various Starboard-managed entities.
Rhea-AI Filing Summary
BILL Holdings, Inc. (BILL) reported that Jeffrey C. Smith is a more-than-10% owner through various Starboard-managed entities. Indirect holdings include 2,983,630, 681,182, 239,363, 1,712,590, and 1,408,983 shares of common stock, plus a Forward Purchase Contract referencing 1,614,152 underlying shares expiring on December 21, 2026. The filing states it is being made because the issuer’s outstanding share count decreased, and not due to any new acquisition by the reporting persons.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Smith Jeffrey C
Role
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 second 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 Contract underlying shares: 1,614,152 shares
Forward Contract aggregate purchase price: $69,096,198
Indirect common stock holding (Starboard V&O Fund): 2,983,630 shares
+4 more
7 metrics
Forward Contract underlying shares
1,614,152 shares
Underlying shares of BILL common stock in Forward Purchase Contracts
Forward Contract aggregate purchase price
$69,096,198
Aggregate purchase price for 1,614,152 shares under Forward Contracts
Indirect common stock holding (Starboard V&O Fund)
2,983,630 shares
Common Stock indirectly owned by Starboard Value and Opportunity Master Fund Ltd
Indirect common stock holding (Starboard S LLC)
681,182 shares
Common Stock indirectly owned by Starboard Value and Opportunity S LLC
Indirect common stock holding (Starboard L Master)
239,363 shares
Common Stock indirectly owned by Starboard Value and Opportunity Master Fund L LP
Indirect common stock holding (Starboard X Master)
1,712,590 shares
Common Stock indirectly owned by Starboard X Master Fund Ltd
Indirect common stock holding (Starboard Value LP account)
1,408,983 shares
Common Stock held in an account managed by Starboard Value LP
Key Terms
Forward Purchase Contract, physical settlement, final valuation date, aggregate purchase price, +1 more
5 terms
Forward Purchase Contract financial
"Starboard V&O Fund has entered into forward purchase contracts with Nomura"
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.
final valuation date financial
"The Forward Contracts have a final valuation date of December 21, 2026"
aggregate purchase price financial
"having an aggregate purchase price of $69,096,198 (the "Forward Contracts")."
The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"
FAQ
Why did Jeffrey C. Smith file a Form 3 for BILL (BILL)?
The Form 3 states it is filed due to a decrease in BILL’s outstanding common shares, which caused the reporting persons to exceed the 10% ownership threshold, and not as a result of any acquisition by the reporting persons.
Are the BILL (BILL) Forward Purchase Contracts physically settled?
Yes. The disclosure states that each Forward Contract provides for physical settlement. Until settlement, the contracts do not give Starboard Value and Opportunity Master Fund Ltd voting or dispositive control over the underlying shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
