Thoma Bravo Ugp, Llc - Mar 1, 2022 Form 4 Insider Report for McAfee Corp. (MCFE)

Role: Former 10% Owner
Signature: /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC
Stock symbol: MCFE
Transactions as of: Mar 1, 2022
Transactions value $: -$1,057,842,500
Form type: 4
Date filed: 3/4/2022, 10:55 AM
Previous filing: Jul 27, 2021
Next filing: Feb 10, 2023

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		+24.1M	+144.93%		40.7M	Mar 1, 2022	See Explanation of Responses	F2, F3, F5, F6
transaction	MCFE	Class A Common Stock	Other	-$1.06B	-40.7M	-100%	$26.00	0	Mar 1, 2022	See Explanation of Responses	F1, F4, F5, F6

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		-24.1M	-100%		0	Mar 1, 2022	Class A Common Stock	24.1M		See Explanation of Responses	F2, F3, F5, F6

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

Thoma Bravo Ugp, Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The securities reported herein were disposed of pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (the "Merger Agreement"), by and among McAfee Corp. (the "Issuer"), Condor BidCo, Inc. ("Parent"), and Condor Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Subsidiary"), whereby the Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time") on March 1, 2022, each share of Class A common stock (a "Class A Share") of the Issuer outstanding immediately prior to the Effective Time was automatically converted into the right to receive $26.00 in cash, subject to applicable withholding taxes.
F2	Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each of Thoma Bravo Partners XII AIV, L.P. ("TB Partners XII AIV"), Thoma Bravo Fund XII AIV, L.P. ("TB Fund XII AIV"), Thoma Bravo Executive Fund XII AIV, L.P. ("TB Exec Fund XII AIV") and Thoma Bravo Executive Fund XII-a AIV, L.P. ("TB Exec Fund XII-a AIV") had the right to exchange all or a portion of its Class A units (the "Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock (the "Class B Shares") of the Issuer) 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).
F3	Immediately prior to the Effective Time on March 1, 2022, pursuant to the terms of the Merger Agreement, TB Partners XII AIV, TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV exchanged all of their Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis.
F4	Consists of Class A Shares that were directly held by TB Partners XII AIV, Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV (collectively, the "TB Funds").
F5	TB Partners XII AIV is the general partner of each of TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV, and Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of TB Fund XII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate general partner of TB Partners XII AIV and TB Partners XII. Because of the relationships described in this footnote, TB UGP may be deemed to have exercised voting and dispositive power with respect to the securities reported herein formerly held by the TB Funds. Each TB Fund, TB Partners XII and TB UGP disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.
F6	Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.