Intel Americas, Inc. - Mar 1, 2022 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
Mar 1, 2022
Transactions value $
-$4,561,417,978
Form type
4
Date filed
3/3/2022, 03:33 PM
Previous 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 +170M +2979.59% $0.00 175M Mar 1, 2022 Direct F1
transaction MCFE Class A Common Stock Disposed to Issuer -$4.56B -175M -100% $26.00 0 Mar 1, 2022 Direct F1, 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 FTW Class A Unit Conversion of derivative security -170M -100% 0 Mar 1, 2022 Class A Common Stock 170M Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Intel Americas, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 On March 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (the "Merger Agreement"), by and among the Issuer, Condor BidCo, Inc., a Delaware corporation ("Parent"), and Condor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Upon the effective time of the Merger (the "Effective Time"), each Class A Share outstanding immediately prior to the Effective Time (subject to certain exceptions) was automatically converted into the right to receive $26.00 in cash, subject to applicable withholding taxes.
F3 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).
F4 On March 1, 2022, pursuant to the Merger Agreement and immediately prior to the Effective Time, all of Intel Americas, Inc.'s FTW Class A Units were exchanged for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares were cancelled).

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.