Key facts
- This page summarizes Intel Americas, Inc.'s Form 4 filing for McAfee Corp..
- 3 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 03 Mar 2022, 15:33.
Intel Americas, Inc. - 01 Mar 2022 Form 4 Insider Report for McAfee Corp.
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 01 Mar 2022
- Net transaction value
- -$4,561,417,978
- SEC form
- 4
- Accepted by SEC
- 03 Mar 2022, 15:33:06 UTC
- Prior SEC filing
- 14 Oct 2021
- Source filing
- View source filing
- Reporting owner signature
- By: /s/ Tiffany D. Silva, Corporate Secretary of Intel Americas, Inc.
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Intel Americas, Inc. filed Form 4 for McAfee Corp. on 03 Mar 2022.
Change
- Previous filing in this sequence was filed on 14 Oct 2021.
- Current net transaction value: -$4,561,417,978.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
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
- $0
- Shares
- +169,742,322
- Change %
- +2980%
- Price
- $0.000000
- Shares after
- 175,439,153
- Date
- 01 Mar 2022
- Ownership
- Direct
- Footnotes
- F1
MCFE
transaction
Class A Common Stock
Disposed to Issuer
- Transaction value
- $4,561,417,978
- Shares
- -175,439,153
- Change %
- -100%
- Price
- $26.00
- Shares after
- 0
- Date
- 01 Mar 2022
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
MCFE
transaction
Derivative
FTW Class A Unit
Conversion of derivative security
- Transaction value
- Shares
- -169,742,322
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 01 Mar 2022
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 169,742,322
- Exercise price
- Footnotes
- F1, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Intel Americas, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 4 footnotes
Footnote 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.
Footnote 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.
Footnote 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).
Footnote 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).
SEC 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.