Jeffrey Smith reports shares returned to the company and a stock award
By AlphaYouPublished Form 4
Smith Jeffrey C
Reporting filer
Jeffrey Smith reports shares returned to the company and a stock award, not an open-market purchase or sale, in Kenvue Inc.. Form 4 filed Nov 2, 2026 lists 3 entries.
- Disclosed
- Nov 2, 2026
Reported details
3 entries| Security | Owner | Date | Code | Action | Quantity | Price | Following holdings | Reporting delay | Filed terms and references |
|---|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value | Smith Jeffrey C | 2026-11-02 | D | Disposition to issuer | 27307632 | Not stated (see footnotes) | 0 | 0 days | Filed terms
|
| Deferred Share Units (derivative) | Smith Jeffrey C | 2026-10-29 | A | Grant or award | 1453 | Not stated (see footnotes) | 30,404.881 | 4 days | Filed terms
|
| Deferred Share Units (derivative) | Smith Jeffrey C | 2026-11-02 | D | Disposition to issuer | 30404.881 | Not stated (see footnotes) | 0 | 0 days | Filed terms
|
Common Stock, $0.01 par value
- Owner
- Smith Jeffrey C
- Date
- 2026-11-02
- Code
- D
- Action
- Disposition to issuer
- Quantity
- 27307632
- Price
- Not stated (see footnotes)
- Following holdings
- 0
- Reporting delay
- 0 days
- Filed terms and references
Filed terms
- security Title: Common Stock, $0.01 par value
- transaction Date: 2026-11-02
- deemed Execution Date:
- transaction Form Type: 4
- transaction Code: D
- equity Swap Involved: 0
- id: F2
- transaction Timeliness:
- transaction Shares: 27307632
- id: F2
- transaction Acquired Disposed Code: D
- shares Owned Following Transaction: 0
- direct Or Indirect Ownership: I
- nature Of Ownership: By Starboard Value LP
- id: F1
Deferred Share Units (derivative)
- Owner
- Smith Jeffrey C
- Date
- 2026-10-29
- Code
- A
- Action
- Grant or award
- Quantity
- 1453
- Price
- Not stated (see footnotes)
- Following holdings
- 30,404.881
- Reporting delay
- 4 days
- Filed terms and references
Filed terms
- security Title: Deferred Share Units
- id: F3
- id: F4
- transaction Date: 2026-10-29
- deemed Execution Date:
- transaction Form Type: 4
- transaction Code: A
- equity Swap Involved: 0
- transaction Timeliness:
- transaction Shares: 1453
- id: F3
- transaction Acquired Disposed Code: A
- id: F4
- id: F4
- underlying Security Title: Common Stock
- underlying Security Shares: 1453
- shares Owned Following Transaction: 30404.881
- id: F5
- direct Or Indirect Ownership: D
Deferred Share Units (derivative)
- Owner
- Smith Jeffrey C
- Date
- 2026-11-02
- Code
- D
- Action
- Disposition to issuer
- Quantity
- 30404.881
- Price
- Not stated (see footnotes)
- Following holdings
- 0
- Reporting delay
- 0 days
- Filed terms and references
Filed terms
- security Title: Deferred Share Units
- id: F3
- id: F3
- transaction Date: 2026-11-02
- deemed Execution Date:
- transaction Form Type: 4
- transaction Code: D
- equity Swap Involved: 0
- id: F2
- transaction Timeliness:
- transaction Shares: 30404.881
- id: F6
- transaction Acquired Disposed Code: D
- exercise Date: 2026-11-02
- expiration Date: 2026-11-02
- underlying Security Title: Common Stock
- underlying Security Shares: 30404.881
- shares Owned Following Transaction: 0
- direct Or Indirect Ownership: D
Purchases, sales, grants and option exercises are different transactions. The reported code identifies the action; it does not establish a motive.
Filing context
- Quantities and prices are shown in the units filed. No trade value is inferred from their product.
- Smith Jeffrey C: Director.
- F1: Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F2: On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Issuer, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Issuer's common stock ("Issuer Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
- F3: Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer Common Stock.
- F4: The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors.
- F5: Includes DSUs acquired as dividend equivalents.
- F6: Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Issuer DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.
Original sources
Prepared automatically from public filing data. Report a correction.