Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
STARBOARD VALUE OPPORTUNITY S LLC
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2011

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

599 LEXINGTON AVENUE
NEW YORK, NY 10022
Phone Number: subscription required

Item 3. Related Persons

Name
JEFFREY SMITH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
05/02/2011

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
125000000

Item 13. Offering and Sales Amounts

Total Offering Amount
125000000
Total Amount Sold
125000000
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response
STARBOARD VALUE LP, WHICH IS THE ISSUER'S MANAGER, AND ONE OF ITS AFFILIATES ARE ENTITLED TO A MANAGEMENT FEE AND PERFORMANCE ALLOCATION AS SET FORTH IN THE ISSUER'S LIMITED LIABILITY COMPANY AGREEMENT.

Signature and Submission

Issuer Name
STARBOARD VALUE OPPORTUNITY S LLC
Issuer Signature
/S/ KENNETH MARLIN
Signer Name
KENNETH MARLIN
Signer Title
CFO OF STARBOARD VALUE LP AND STARBOARD VALUE GP LLC
Signature Date
05/02/2011

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