SEC Info - Starboard Value LP - ‘SC 13D/A’ on 10/1/14 re: RealD Inc.

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD VALUE LP
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 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER 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
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,892,754
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,892,754
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,892,754
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC
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	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 687,374
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 687,374
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 687,374
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP
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	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 378,813
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 378,813
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,813
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD VALUE R LP
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 378,813
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 378,813
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,813
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD VALUE R 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 378,813
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 378,813
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,813
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 75604L105

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 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP
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 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 75604L105

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 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 75604L105

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 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 75604L105

1	NAME OF REPORTING PERSON MARK R. 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 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 75604L105

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 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 75604L105

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

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. The aggregate purchase price of the 2,892,754 Shares beneficially owned by Starboard V&O Fund is approximately $30,554,287, excluding brokerage commissions. The aggregate purchase price of the 687,374 Shares beneficially owned by Starboard S LLC is approximately $7,236,374, excluding brokerage commissions. The aggregate purchase price of the 378,813 Shares beneficially owned by Starboard C LP is approximately $3,988,337, excluding brokerage commissions. The aggregate purchase price of the 991,059 Shares held in the Starboard Value LP Account is approximately $10,433,949, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 1, 2014, Starboard Value LP (“Starboard”) delivered a letter to Michael V. Lewis, Chairman and Chief Executive Officer of the Issuer, with a copy to the Issuer’s Board of Directors (the “Board”), proposing to acquire in a negotiated transaction all of the Shares of the Issuer that Starboard and its affiliates do not currently own at a price of $12.00 per Share in cash (the “Acquisition Proposal”). The Acquisition Proposal described in the Proposal Letter represents a premium of 29% over the October 1, 2014 closing price of $9.27 per share and 26% over the volume-weighted average price of $9.56 per share since the Issuer last reported earnings on August 5, 2014.

In a cover letter to Mr. Lewis and the Board, Starboard stated it does not believe that the Issuer is best positioned to execute against its future opportunities as a public company. Starboard further stated that the near-term financial performance of the Issuer may suffer given the challenged release schedule for 3D films, and, as such, the Issuer will be far better positioned to execute on the opportunities at hand as a private company. In light of the Issuer’s poor absolute and relative stock price performance, Starboard stated that it believes shareholders of the Issuer will find the all-cash Acquisition Proposal attractive as it provides for immediate liquidity and an opportunity for shareholders to maximize the current value of their investment with significantly less risk than the Issuer’s standalone plan.

The Acquisition Proposal is conditioned upon satisfactory completion of due-diligence, the waiver of any applicable anti-takeover provisions, the receipt of debt financing commitments, and the execution of a mutually acceptable definitive transaction agreement, which will contain customary conditions for a transaction of this type and size. Starboard is highly confident in its ability to finance the Acquisition Proposal through a combination of equity and debt financing. Starboard expects to use debt financing at conservative market-level terms pursuant to commitment letters to be entered into in parallel to the execution of the definitive transaction agreement.

Starboard stated that it is prepared to devote all necessary resources to completing a transaction, and looks forward to working with Mr. Lewis and the Board to expeditiously negotiate a transaction that will benefit everyone involved. A copy of the Acquisition Proposal letter, including the cover letter, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended to add the following:

The aggregate percentage of Shares reported owned by each person named herein is based upon 49,984,443 Shares outstanding as of July 29, 2014, 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 August 5, 2014.

CUSIP NO. 75604L105

A.	Starboard V&O Fund

(a)

As of the close of business on September 30, 2014, Starboard V&O Fund beneficially owned 2,892,754 Shares.

Percentage: Approximately 5.8%

(b)

1. Sole power to vote or direct vote: 2,892,754

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,892,754

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 Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Starboard S LLC

(a)

As of the close of business on September 30, 2014, Starboard S LLC beneficially owned 687,374 Shares.

Percentage: Approximately 1.4%

(b)

1. Sole power to vote or direct vote: 687,374

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 687,374

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Starboard C LP

(a)

As of the close of business on September 30, 2014, Starboard C LP beneficially owned 378,813 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 378,813

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 378,813

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 75604L105

D.	Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 378,813 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 378,813

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 378,813

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.	Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 378,813 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 378,813

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 378,813

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.	Starboard Value LP

(a)

As of the close of business on September 30, 2014, 991,059 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) 2,892,754 Shares owned by Starboard V&O Fund, (ii) 687,374 Shares owned by Starboard S LLC, (iii) 378,813 Shares owned by Starboard C LP and (iv) 991,059 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 75604L105

(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 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A 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) 2,892,754 Shares owned by Starboard V&O Fund, (ii) 687,374 Shares owned by Starboard S LLC, (iii) 378,813 Shares owned by Starboard C LP and (iv) 991,059 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

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 Amendment No. 2 to the Schedule 13D. 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 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

H.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,892,754 Shares owned by Starboard V&O Fund, (ii) 687,374 Shares owned by Starboard S LLC, (iii) 378,813 Shares owned by Starboard C LP and (iv) 991,059 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

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 Amendment No. 2 to the Schedule 13D. 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 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A 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) 2,892,754 Shares owned by Starboard V&O Fund, (ii) 687,374 Shares owned by Starboard S LLC, (iii) 378,813 Shares owned by Starboard C LP and (iv) 991,059 Shares held in the Starboard Value LP Account.

CUSIP NO. 75604L105

Percentage: Approximately 9.9%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

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 Amendment No. 2 to the Schedule 13D. 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 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A 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) 2,892,754 Shares owned by Starboard V&O Fund, (ii) 687,374 Shares owned by Starboard S LLC, (iii) 378,813 Shares owned by Starboard C LP and (iv) 991,059 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.9%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,950,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,950,000

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. 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 since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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.

Item 7.

Material to be Filed as Exhibits.

99.1 Letter from Starboard Value LP to the Chairman and Chief Executive Officer of the Issuer (a copy to the Board of Directors), dated October 1, 2014.

CUSIP NO. 75604L105

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: October 1, 2014

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

CUSIP NO. 75604L105

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock Purchased / (Sold)	Price Per Share($)	Date of Purchase / Sale
STARBOARD VALUE AND OPPORTUNITY FUND LTD

68,201	9.7259	09/05/2014
21,499	10.0874	09/08/2014
14,950	9.9034	09/09/2014
5,980	9.9953	09/10/2014
17,940	9.9996	09/11/2014
29,900	9.8926	09/12/2014
20,930	9.8841	09/15/2014
5,980	9.9712	09/19/2014
23,920	9.8374	09/22/2014
14,950	9.7213	09/23/2014
14,950	9.7364	09/24/2014

STARBOARD VALUE AND OPPORTUNITY S LLC

15,282	9.7259	09/05/2014
4,818	10.0874	09/08/2014
3,350	9.9034	09/09/2014
1,340	9.9953	09/10/2014
4,020	9.9996	09/11/2014
6,700	9.8926	09/12/2014
4,690	9.8841	09/15/2014
1,340	9.9712	09/19/2014
5,360	9.8374	09/22/2014
3,350	9.7213	09/23/2014
3,350	9.7364	09/24/2014

CUSIP NO. 75604L105

STARBOARD VALUE AND OPPORTUNITY C LP

8,326	9.7259	09/05/2014
2,624	10.0874	09/08/2014
1,825	9.9034	09/09/2014
730	9.9953	09/10/2014
2,190	9.9996	09/11/2014
3,650	9.8926	09/12/2014
2,555	9.8841	09/15/2014
730	9.9712	09/19/2014
2,920	9.8374	09/22/2014
1,825	9.7213	09/23/2014
1,825	9.7364	09/24/2014

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

22,239	9.7259	09/05/2014
7,011	10.0874	09/08/2014
4,875	9.9034	09/09/2014
1,950	9.9953	09/10/2014
5,850	9.9996	09/11/2014
9,750	9.8926	09/12/2014
6,825	9.8841	09/15/2014
1,950	9.9712	09/19/2014
7,800	9.8374	09/22/2014
4,875	9.7213	09/23/2014
4,875	9.7364	09/24/2014

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	10/1/14	4, 8-K, DFAN14A
	9/30/14	10-Q, 13F-HR, DFAN14A
	8/5/14	10-Q, 8-K, DFAN14A
	7/29/14	DFAN14A, PREC14A, SC 13D/A
		List all Filings

Starboard Value LP – ‘SC 13D/A’ on 10/1/14 re: RealD Inc.

On: Wednesday, 10/1/14, at 5:23pm ET · Accession #: 921895-14-2157 · File #: 5-85582

Previous ‘SC 13D’: ‘SC 13D/A’ on 9/10/14 · Next: ‘SC 13D/A’ on 10/14/14 · Latest: ‘SC 13D/A’ on 4/18/24

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No. 3 to the Schedule 13D

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Starboard Value LP – ‘SC 13D/A’ on 10/1/14 re: RealD Inc.

On: Wednesday, 10/1/14, at 5:23pm ET · Accession #: 921895-14-2157 · File #: 5-85582

Previous ‘SC 13D’: ‘SC 13D/A’ on 9/10/14 · Next: ‘SC 13D/A’ on 10/14/14 · Latest: ‘SC 13D/A’ on 4/18/24

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 3 to the Schedule 13D

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents