Christine Beseda Kornegay - Mar 1, 2022 Form 4 Insider Report for McAfee Corp. (MCFE)

Role: Chief Accounting Officer
Signature: /s/ Jared Ross, as Attorney-in-Fact
Stock symbol: MCFE
Transactions as of: Mar 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/3/2022, 04:30 PM
Previous filing: Feb 17, 2022
Next filing: Jan 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MCFE	Class A Common Stock	Award	$0	+8.8K	+6.39%	$0.00	147K	Mar 1, 2022	Direct	F1
transaction	MCFE	Class A Common Stock	Disposed to Issuer		-138K	-62.63%		82.2K	Mar 1, 2022	Direct	F2
transaction	MCFE	Class A Common Stock	Disposed to Issuer		-82.2K	-100%		0	Mar 1, 2022	Direct	F3

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	Class A Stock Options	Disposed to Issuer		-22K	-100%		0	Mar 1, 2022	Class A Common Stock	22K	$15.50	Direct	F4
transaction	MCFE	Class A Stock Options	Disposed to Issuer		-22K	-100%		0	Mar 1, 2022	Class A Common Stock	22K	$15.50	Direct	F5

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

Christine Beseda Kornegay is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects Restricted Stock Units ("RSUs") underlying existing performance-based RSUs that were granted upon satisfaction of certain performance criteria. Each RSU represents a contingent right to receive one share of the Issuer's Class A Shares upon settlement.
F2	Certain of these securities are RSUs that represented the Reporting Person's right to receive shares of Class A common stock of the Issuer. The RSUs and shares of Class A common stock were cancelled pursuant to that certain Merger Agreement, dated November 5, 2021, between the Issuer, Condor BidCo, Inc. and Condor Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $26.00 per share (the "Merger Consideration").
F3	Includes RSUs that represent the Reporting Person's right to receive shares of Class A common stock of the Issuer. The RSUs were cancelled pursuant to the Merger Agreement in exchange for a cash award, which will remain subject to the same time-vesting terms and conditions that apply immediately prior to closing.
F4	This option, of which options to purchase 17,878 shares of Class A common stock of the Issuer were vested as of the date hereof and the remaining options vested in three quarterly installments beginning on March 31, 2022, was cancelled pursuant to the Merger Agreement in exchange for a cash award representing the difference between the exercise price of the option and the Merger Consideration, which will remain subject to the same time-vesting terms and conditions that apply immediately prior to the closing.
F5	This performance-based option, of which options to purchase 7,338 shares of Class A common stock of the Issuer were vested as of the date hereof and the remaining options vested (i) in full upon the satisfaction of certain performance criteria related returns achieved by certain of the Issuer's stockholders (inclusive of dividends) or (ii) in two equal annual installments beginning on October 31, 2022, was cancelled pursuant to the Merger Agreement in exchange for a cash award representing the difference between the exercise price of the option and the Merger Consideration.

Remarks:

Mr. Ross is signing on behalf of the Reporting Person pursuant to a Limited Power of Attorney dated October 21, 2020, which was previously filed with the Securities and Exchange Commission.