UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE
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OMB Number:3235-0006
Expires:July 31, 2015
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hours per response:23.8
Report for the Calendar Year or Quarter Ended:
12-31-2021
Check here if Amendment: ☐ Amendment Number:
This Amendment (Check only one.):☐ is a restatement.
☐ adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:
Starboard Principal Co LP
Address:
777 Third Avenue, 18th Floor
New York, NY 10017
Form 13F File Number:
028-14566

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.


Person Signing this Report on Behalf of Reporting Manager:
Name:
Jeffrey C. Smith
Title:
Member of the General Partner of Starboard Principal Co LP
Phone:
212-845-7977


Signature, Place, and Date of Signing:

/s/ Jeffrey C. Smith
                         [Signature]
New York, NEW YORK
                 [City, State]
02-14-2022
                           [Date]
                          

Report Type (Check only one.):

☐ 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) 

☒ 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) 

☐ 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)



List of Other Managers Reporting for this Manager
[If there are no entries in this list, omit this section.]



Form 13F File NumberNameCIK
028-14564
Starboard Value LP
0001517137