| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GEN | Common Stock | Award | $0 | +10.2K | +13.5% | $0.00 | 86.2K | May 13, 2021 | See footnote | F1, F3 |
| transaction | GEN | Common Stock | Award | $50K | +1.97K | +2.29% | $25.37 | 88.1K | May 13, 2021 | See footnote | F2, F3 |
| holding | GEN | Common Stock | 79 | May 13, 2021 | See footnote | F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GEN | 2.500% Convertible Senior Notes due 2022 | Disposed to Issuer | -$125M | 0 | May 13, 2021 | Common Stock | 7.45M | $16.77 | Held through SLP IV Seal Holdings, L.P. | F5, F6, F7, F8, F9, F10, F12 | |||
| transaction | GEN | 2.500% Convertible Senior Notes due 2022 | Disposed to Issuer | -$125M | 0 | May 13, 2021 | Common Stock | 7.45M | $16.77 | Held through SLP IV Seal II Holdings, L.P. | F5, F6, F7, F8, F9, F11, F12 |
| Id | Content |
|---|---|
| F1 | In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. |
| F2 | Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. |
| F3 | These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities. |
| F4 | Mr. Hao has an indirect pecuniary interest in these shares of the common stock held in a managed account through a broker-dealer. |
| F5 | On May 13, 2021, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $365,444,853.04, which consideration includes accrued and unpaid interest through the date of settlement.. |
| F6 | Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of February 4, 2020, by and between the Issuer and Wells Fargo Bank, National Association, as trustee. |
| F7 | Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021. |
| F8 | The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms. |
| F9 | This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.500% Convertible Notes, based on the current conversion rate of 59.6341 shares of Common Stock per $1,000 principal amount of 2.500% Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.500% Convertible Notes. |
| F10 | These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal. |
| F11 | These securities are held by Seal II. SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II. |
| F12 | Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II GP. Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") is the general partner of SLTA. Mr. Hao serves as a member of the board of directors of the Issuer and is a director of AIV GP. Each of Seal, Seal II, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person was a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.