Valueact Capital Management, L.P.

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Item 11.H. of Part
1A or Item 2.F. of Part 1B of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a)
11.H(1)(b)
11.H(1)(c)
11.H(2)
Check Part 1B item(s) being responded to:
2.F(1)
2.F(2)
2.F(3)
2.F(4)
2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the
same event. Unrelated civil judicial actions must be reported on separate DRPs.

PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
VA PARTNERS I, LLC
(For individuals, Last, First,
Middle)
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
VALUEACT CAPITAL MASTER
FUND, L.P.
(For individuals, Last, First,
Middle)
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
VALUEACT CO-INVEST
INTERNATIONAL, L.P.
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.
(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.) 
U.S. DEPARTMENT OF JUSTICE (THE "DOJ")
2.
Principal Relief Sought:
Civil Penalty(ies)/Fine(s)
Other Relief Sought: 
ON NOVEMBER 1, 2016, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION, ENTERED A
FINAL JUDGMENT ("FINAL JUDGMENT"), TO WHICH THE PARTIES HAD CONSENTED, THAT SPECIFIES CIRCUMSTANCES WHEN VA PARTNERS I, LLC,
VALUEACT CAPITAL MASTER FUND, L.P., AND VALUEACT CO-INVEST INTERNATIONAL, L.P. (COLLECTIVELY, "VAC") MUST FILE A NOTIFICATION UNDER
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976 ("HSR ACT"), REQUIRES VAC TO MAINTAIN AN HSR ACT COMPLIANCE PROGRAM
AND DESIGNATE A COMPLIANCE OFFICER TO ACHIEVE COMPLIANCE WITH THE FINAL JUDGMENT.
3.
Filing Date of Court Action (MM/DD/YYYY):

04/04/2016
 Exact
 Explanation
If not exact, provide explanation:
4.
Principal Product Type:
Equity Listed (Common & Preferred Stock)
Other Product Types: 
5.
Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case
Number): 
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION CASE NUMBER 4:16-CV-01672-DMR
6.
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable): 
7.
Describe the allegations related to this civil action (your response must fit within the space provided): 
THE DOJ ALLEGED THAT VAC VIOLATED THE NOTICE AND WAITING PERIOD REQUIREMENTS OF THE HSR ACT WITH RESPECT TO THE FUNDS'
INVESTMENTS IN TWO PUBLICLY-TRADED COMPANIES, AND THAT VAC WAS NOT ELIGIBLE TO USE THE RELIED-UPON EXEMPTION TO THE
NOTIFICATION REQUIREMENTS FOR THOSE ACQUISITIONS MADE "SOLELY FOR THE PURPOSE OF INVESTMENT" UNDER 15 U.S.C. § 18A(C)(9).
8.
Current Status? 
 Pending
 On Appeal
 Final
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY): 
10. If pending, date notice/process was served (MM/DD/YYYY):
 Exact
 Explanation
If not exact, provide explanation:
NO LONGER PENDING - FINAL JUDGMENT ENTERED ON NOVEMBER 1, 2016.
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Settled
12. Resolution Date (MM/DD/YYYY): 
11/01/2016
 Exact
 Explanation
If not exact, provide explanation:
13. Resolution Detail:
A.  Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $ 11,000,000.00
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Cease and Desist/Injunction
Bar
Suspension
B.
Other Sanctions:
THE FINAL JUDGMENT SPECIFIES CIRCUMSTANCES WHEN VAC MUST FILE A NOTIFICATION UNDER THE HSR ACT, REQUIRES VAC TO MAINTAIN AN
HSR ACT COMPLIANCE PROGRAM AND DESIGNATE A COMPLIANCE OFFICER TO ACHIEVE COMPLIANCE WITH THE FINAL JUDGMENT.
C.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement, or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
VAC'S GENERAL PARTNER, ON BEHALF OF THE FUNDS, PAID A MONETARY CIVIL PENALTY IN THE AMOUNT OF $11,000,000 ON NOVEMBER 23,
2016 AND AGREED TO COMPLY WITH THE TERMS OF THE FINAL JUDGMENT, AS DESCRIBED IN SECTION 13(B) ABOVE, DURING THE TEN YEARS
STARTING ON NOVEMBER 1, 2016.
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must
fit within the space provided). 
IN APRIL 2016, THE DOJ ALLEGED THAT VAC VIOLATED THE NOTICE AND WAITING PERIOD REQUIREMENTS OF THE HSR ACT WITH RESPECT TO VAC'S
INVESTMENTS IN TWO PUBLICLY-TRADED COMPANIES, AND THAT VAC WAS NOT ELIGIBLE TO USE THE RELIED-UPON EXEMPTION TO THE
NOTIFICATION REQUIREMENTS FOR THOSE ACQUISITIONS MADE "SOLELY FOR THE PURPOSE OF INVESTMENT" UNDER 15 U.S.C. § 18A(C)(9). VAC
DENIED ANY WRONGDOING, AND CONSENTED TO A FINAL JUDGMENT, ENTERED BY THE COURT ON NOVEMBER 1, 2016, WITHOUT ADMISSION OF FACT
OR LAW. AS PART OF THE SETTLEMENT, THE GENERAL PARTNER, ON BEHALF OF THE FUNDS, PAID AN $11 MILLION PENALTY AND THE FINAL JUDGMENT
SPECIFIED INTER ALIA WHEN THE FUNDS MUST FILE A NOTIFICATION UNDER THE HSR ACT DURING THE TEN YEARS STARTING ON NOVEMBER 1, 2016.
IN VAC'S JUDGMENT, THE FINAL JUDGMENT DOES NOT PLACE VAC UNDER ANY MATERIAL LIMITATIONS IN ITS PRESENT OR FUTURE INVESTMENT
ACTIVITIES.