| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MCFE | Class A Common Stock | Conversion of derivative security | +267K | +0.44% | 60.4M | Oct 12, 2021 | See Explanation of Responses | F1, F2, F3, F5, F6, F7 | ||
| transaction | MCFE | Class A Common Stock | Sale | -$11.8M | -545K | -0.9% | $21.71 | 59.9M | Oct 12, 2021 | See Explanation of Responses | F1, F2, F3, F6, F7 |
| 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 | -267K | -0.46% | 57.6M | Oct 12, 2021 | Class A Common Stock | 267K | See Explanation of Responses | F1, F2, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | David Bonderman and James G. Coulter are controlling shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons", which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole (i) member of TPG Holdings II-A, LLC and (ii) shareholder of TPG Holdings III-A, Inc. |
| F2 | TPG Holdings II-A, LLC is the general partner of TPG Holdings II, L.P., which is the general partner of TPG VII Manta GenPar Advisors, LLC, which is the general partner of TPG VII Manta GenPar, L.P., which is the general partner of each of (i) TPG VII Manta Blocker Co-Invest I, L.P. ("TPG Co-Invest"), which directly holds 26,093,703 shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer"), (ii) TPG VII Manta AIV I, L.P. ("TPG AIV I"), which directly holds 28,768,752 Class A Shares, (iii) TPG VII Manta AIV Co-Invest, L.P. ("TPG AIV Co-Invest"), which directly holds 3,946,567 Class A units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B common stock ("Class B Shares"). |
| F3 | TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG GenPar VII SBS SA I Advisors, LLC, which is the general partner of TPG GenPar VII SBS SA I, L.P., which is the general partner of TPG VII Side-by-Side Separate Account I, L.P. (together with TPG Co-Invest, TPG AIV I, TPG AIV Co-Invest and TPG Manta Holdings II, the "TPG Funds"), which directly holds 5,032,313 Class A Shares. |
| F4 | Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each of TPG AIV Co-Invest and TPG Manta Holdings II 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). |
| F5 | On October 12, 2021, TPG AIV Co-Invest and TPG Manta Holdings II exchanged 18,319 Common Units and 249,079 Common Units, respectively (together with an equal number of Class B Shares), for Class A Shares on a one-for-one basis. |
| F6 | Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. |
| F7 | 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. |
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.