Peter Leav - 01 Mar 2022 Form 4 Insider Report for McAfee Corp.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
03 Mar 2022, 16:30:38 UTC
Prior SEC filing
17 Feb 2022
Next SEC filing
16 Mar 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jared Ross, as Attorney-in-Fact

Key filing fact

Peter Leav filed Form 4 for McAfee Corp. on 03 Mar 2022.

Key facts

  • This page summarizes Peter Leav's Form 4 filing for McAfee Corp..
  • 6 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 03 Mar 2022, 16:30.

Change

  • Previous filing in this sequence was filed on 17 Feb 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MCFE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+252,464
Change %
+13%
Price
Shares after
2,163,016
Date
01 Mar 2022
Ownership
Direct
Footnotes
F1
MCFE transaction

Class A Common Stock

Conversion of derivative security

Transaction value
Shares
+1,098,781
Change %
+51%
Price
Shares after
3,261,797
Date
01 Mar 2022
Ownership
Direct
Footnotes
F2
MCFE transaction

Class A Common Stock

Award

Transaction value
$0
Shares
+329,285
Change %
+10%
Price
$0.000000
Shares after
3,591,082
Date
01 Mar 2022
Ownership
Direct
Footnotes
F3
MCFE transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-3,591,082
Change %
-100%
Price
Shares after
0
Date
01 Mar 2022
Ownership
Direct
Footnotes
F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MCFE transaction Derivative

Class A Unit and Class B Common Stock

Conversion of derivative security

Transaction value
Shares
-252,464
Change %
-100%
Price
Shares after
0
Date
01 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
252,464
Exercise price
Footnotes
F1, F5
MCFE transaction Derivative

Management Incentive Units

Conversion of derivative security

Transaction value
Shares
-1,249,636
Change %
-100%
Price
Shares after
0
Date
01 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
1,098,781
Exercise price
Footnotes
F2, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Peter Leav is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

On March 1, 2022, the Reporting Person exchanged 252,464 Class A units ("Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock ("Class B Shares")), for shares of Class A common stock ("Class A Shares") on a one-for-one basis pursuant to that certain Merger Agreement, dated November 5, 2021, between the Issuer, Condor BidCo, Inc. and Condor Merger Sub, Inc. (the "Merger Agreement").

Footnote F2

On March 1, 2022, the Reporting Person exchanged 1,249,636 Management Incentive Units ("MIUs") of Foundation Technology Worldwide LLC for Class A Shares representing the "spread value" of such MIUs, as described in Footnote 6, pursuant to the Merger Agreement.

Footnote F3

Reflects Restricted Stock Units ("RSUs") underlying existing performance-based RSUs that were granted upon satisfaction of certain performance criteria. Each RSU represents a contingent right to receive one share of the Issuer's Class A Shares upon settlement.

Footnote F4

Certain of these securities are RSUs. The RSUs and Class A Shares were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $26.00 per share.

Footnote F5

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, the Reporting Person 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).

Footnote F6

Reflects MIUs, which are profits interests that are economically similar to stock-settled stock options. Vested MIUs are exchangeable, at the holder's election, for a number of Class A Shares equal in value to the "spread value" represented by the excess of the value of Class A Shares at the time of exchange above the "return threshold" associated with the MIUs, multiplied by the number of MIUs being exchanged. The number reflected in Table II reflects the number of MIUs held by the Reporting Person. The MIUs do not have an expiration date.

SEC remarks

President and Chief Executive Officer. Effective upon completion of the merger on March 1, 2022, in accordance with the Merger Agreement, the Reporting Person ceased to be a director of the Issuer. Mr. Ross is signing on behalf of the Reporting Person pursuant to a Limited Power of Attorney dated October 21, 2020, which was previously filed with the Securities and Exchange Commission.

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