Stephen Fulton - 03 Feb 2025 Form 4 Insider Report for SecureWorks Corp

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
04 Feb 2025, 18:38:45 UTC
Prior SEC filing
18 Dec 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ George B. Hanna, Attorney-in-Fact

Key filing fact

Stephen Fulton filed Form 4 for SecureWorks Corp on 04 Feb 2025.

Key facts

  • This page summarizes Stephen Fulton's Form 4 filing for SecureWorks Corp.
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 04 Feb 2025, 18:38.

Change

  • Previous filing in this sequence was filed on 18 Dec 2024.
  • 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.

SCWX transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-1,290,848
Change %
-100%
Price
Shares after
0
Date
03 Feb 2025
Ownership
Direct
Footnotes
F1, F2, 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

Stephen Fulton 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

Includes restricted stock units ("Company RSUs") and performance-based restricted stock units ("Company PSUs") subject to certain vesting periods and other restrictions.

Footnote F2

On February 3, 2025, SecureWorks Corp. (the "Issuer") consummated the previously announced transaction with Sophos Inc., pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of October 21, 2024, whereby Sophos Inc. indirectly acquired the Issuer. At the Effective Time (as defined in the Merger Agreement), each share of Class A common stock of the Company, par value $0.01 per share, issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive cash in an amount equal to $8.50, without interest thereon (the "Per Share Amount"), less any applicable tax withholdings.

Footnote F3

At the Effective Time, each (a) outstanding vested Company RSU award was canceled in exchange for the right to receive a lump-sum cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such Company RSU award, less applicable tax withholdings, and (b) outstanding unvested Company RSU award was canceled in exchange for the right to receive an aggregate cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such unvested Company RSU award, less applicable tax withholdings, that will vest and become payable subject to such vested Company RSU award's terms, conditions and vesting schedule.

Footnote F4

At the Effective Time, each (a) outstanding vested Company PSU award was canceled in exchange for the right to receive a lump-sum cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such Company PSU award, less applicable tax withholdings, and (b) outstanding unvested Company PSU award was deemed achieved at the target performance level through the Effective Time and was canceled in exchange for the right to receive an aggregate amount in cash equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such unvested Company PSU award, less applicable tax withholdings, that will vest and become payable subject to such unvested Company PSU award's terms, conditions and vesting schedule (excluding any performance-based vesting conditions).

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