Peter Leav - Mar 1, 2022 Form 4 Insider Report for McAfee Corp. (MCFE)

Role
Officer, Director
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

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MCFE Class A Common Stock Conversion of derivative security +252K +13.21% 2.16M Mar 1, 2022 Direct F1
transaction MCFE Class A Common Stock Conversion of derivative security +1.1M +50.8% 3.26M Mar 1, 2022 Direct F2
transaction MCFE Class A Common Stock Award $0 +329K +10.1% $0.00 3.59M Mar 1, 2022 Direct F3
transaction MCFE Class A Common Stock Disposed to Issuer -3.59M -100% 0 Mar 1, 2022 Direct F4

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 Unit and Class B Common Stock Conversion of derivative security -252K -100% 0 Mar 1, 2022 Class A Common Stock 252K Direct F1, F5
transaction MCFE Management Incentive Units Conversion of derivative security -1.25M -100% 0 Mar 1, 2022 Class A Common Stock 1.1M Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter Leav is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On March 1, 2022, the Reporting Person exchanged 252,464 Class A units ("Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock ("Class B Shares")), for shares of Class A common stock ("Class A Shares") on a one-for-one basis pursuant to that certain Merger Agreement, dated November 5, 2021, between the Issuer, Condor BidCo, Inc. and Condor Merger Sub, Inc. (the "Merger Agreement").
F2 On March 1, 2022, the Reporting Person exchanged 1,249,636 Management Incentive Units ("MIUs") of Foundation Technology Worldwide LLC for Class A Shares representing the "spread value" of such MIUs, as described in Footnote 6, pursuant to the Merger Agreement.
F3 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.
F4 Certain of these securities are RSUs. The RSUs and Class A Shares were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $26.00 per share.
F5 Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, the Reporting Person may exchange all or a portion of its Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
F6 Reflects 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 Class A Shares equal in value to the "spread value" represented by the excess of the value of Class A Shares 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.

Remarks:

President and Chief Executive Officer. Effective upon completion of the merger on March 1, 2022, in accordance with the Merger Agreement, the Reporting Person ceased to be a director of the Issuer. 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.