Silver Lake (Offshore) AIV GP IV, Ltd. - 13 May 2021 Form 4 Insider Report for NortonLifeLock Inc. (GEN)

Footnote F1

In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date.

Footnote F2

Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended.

Footnote F3

These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities.

Footnote F4

Mr. Hao has an indirect pecuniary interest in these shares of the common stock held in a managed account through a broker-dealer.

Footnote F5

On May 13, 2021, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $365,444,853.04, which consideration includes accrued and unpaid interest through the date of settlement..

Footnote F6

Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of February 4, 2020, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.

Footnote F7

Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021.

Footnote F8

The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms.

Footnote F9

This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.500% Convertible Notes, based on the current conversion rate of 59.6341 shares of Common Stock per $1,000 principal amount of 2.500% Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.500% Convertible Notes.

Footnote F10

These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal.

Footnote F11

These securities are held by Seal II. SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II.

Footnote F12

Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II GP. Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") is the general partner of SLTA. Mr. Hao serves as a member of the board of directors of the Issuer and is a director of AIV GP. Each of Seal, Seal II, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.