Lynne Doherty McDonald - Jul 27, 2021 Form 4 Insider Report for McAfee Corp. (MCFE)

Role: Officer
Signature: /s/ Jared Ross, as Attorney-in-Fact
Stock symbol: MCFE
Transactions as of: Jul 27, 2021
Transactions value $: -$1,361,304
Form type: 4
Date filed: 7/29/2021, 05:41 PM
Previous filing: Jul 2, 2021
Next filing: Nov 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MCFE	Class A Common Stock	Disposed to Issuer	-$1.36M	-51.8K	-12.41%	$26.28	366K	Jul 27, 2021	Direct	F1
transaction	MCFE	Class A Common Stock	Disposed to Issuer		-222K	-60.66%		144K	Jul 27, 2021	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MCFE	Management Incentive Units	Disposed to Issuer		-1.67M	-68.75%		761K	Jul 27, 2021	Class A Common Stock	1.67M	$6.14	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lynne Doherty McDonald is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects withholding of shares of the Issuer's Class A common stock upon vesting of RSUs to satisfy the Reporting Person's tax withholding obligation, based on the last reported sale price of the Issuer's Class A common stock on July 27, 2021.
F2	Reflects forfeited unearned/unvested RSUs as a result of the divestiture of the Registrant's Enterprise business (the "Enterprise Divestiture") on July 27, 2027.
F3	Reflects unearned/unvested MIUs forfeited as a result of the Enterprise Divestiture.
F4	Reflects Management Incentive Units of Foundation Technology Worldwide LLC ("MIUs") which are profits interests that are economically similar to stock-settled stock options. Vested MIUs are exchangeable, at the holder's election, for a number of shares of Class A Common Stock equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "return threshold" associated with the MIUs, multiplied by the number of MIUs being exchanged. The number reflected in Table II reflects the number of MIUs held by the Reporting Person. The MIUs do not have an expiration date.