Intel Americas, Inc. - Sep 14, 2021 Form 4 Insider Report for McAfee Corp. (MCFE)

Role: Director, 10%+ Owner
Signature: By: /s/ Tiffany D. Silva, Corporate Secretary of Intel Americas, Inc.
Stock symbol: MCFE
Transactions as of: Sep 14, 2021
Transactions value $: -$209,858,521
Form type: 4
Date filed: 9/15/2021, 06:10 PM
Next filing: Oct 14, 2021

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	$0	+9.67M	+169.66%	$0.00	15.4M	Sep 14, 2021	Direct	F1
transaction	MCFE	Class A Common Stock	Sale	-$210M	-9.67M	-62.92%	$21.71	5.7M	Sep 14, 2021	Direct	F1

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	FTW Class A Unit	Conversion of derivative security		-9.67M	-5.36%		171M	Sep 14, 2021	Class A Common Stock	9.67M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Intel Americas, Inc. directly holds and beneficially owns shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer") and Class A units ("Class A Units") of Foundation Technology Worldwide LLC ("FTW") and an equal number of voting, non-equity shares of Class B common stock ("Class B Shares") of the Issuer, as reported herein. Intel Corporation may be deemed to beneficially own these securities due to its ownership of Intel Americas, Inc.
F2	Pursuant to the Second Amended and Restated Limited Liability Company Agreement of FTW, as amended, Intel Americas, Inc. may exchange all or a portion of its FTW Class A Units for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares will be cancelled), subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

Content

Intel Americas, Inc. directly holds and beneficially owns shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer") and Class A units ("Class A Units") of Foundation Technology Worldwide LLC ("FTW") and an equal number of voting, non-equity shares of Class B common stock ("Class B Shares") of the Issuer, as reported herein. Intel Corporation may be deemed to beneficially own these securities due to its ownership of Intel Americas, Inc.

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of FTW, as amended, Intel Americas, Inc. may exchange all or a portion of its FTW Class A Units for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares will be cancelled), subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Intel Americas, Inc. has entered into a Stockholders Agreement with certain persons who are owners of more than 10% of the Issuer's outstanding Class A Shares and may be deemed a member of a "group" (as such term is used under Section 13(d) of the Exchange Act) with such persons. Pursuant to the Stockholders Agreement, Intel Americas, Inc. may designate up to two directors to serve on the Issuer's board of directors, subject to certain equity ownership requirements. On the basis of such designee's service on the Issuer's board of directors, for the purposes of Section 16 of the Exchange Act, each of Intel Corporation and Intel Americas, Inc. may be deemed a director by deputization with respect to the Issuer.