Venkat R. Bhamidipati - 01 Mar 2022 Form 4 Insider Report for McAfee Corp.

Role
Officer
Signature
/s/ Jared Ross, as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
01 Mar 2022
Net transactions value
$0
Form type
4
Filing time
03 Mar 2022, 17:08:24 UTC
Previous filing
04 Jan 2022
Next filing
18 Nov 2022
SEC
View on sec.gov

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 +443,404 +39% 1,580,826 01 Mar 2022 Direct F1
transaction MCFE Class A Common Stock Disposed to Issuer -1,580,826 -100% 0 01 Mar 2022 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 Conversion of derivative security -500,000 -100% 0 01 Mar 2022 Class A Common Stock 443,404 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Venkat R. Bhamidipati 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 500,000 Management Incentive Units ("MIUs") of Foundation Technology Worldwide LLC for shares of Class A common stock ("Class A Shares") representing the "spread value" of such MIUs, as described in Footnote 3, 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 Certain of these securities are restricted stock units ("RSUs") that represent the Reporting Person's right to receive shares of Class A common stock of the Issuer. The RSUs and Class A Shares were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $26.00 per share.
F3 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:

Executive Vice President and Chief Financial Officer. 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.