SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

deSouza Francis A

(Last)

(First)

(Middle)

350 ELLIS STREET

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYMANTEC CORP [ SYMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Products & Services

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2013		A		55,627⁽¹⁾	A	$0.00	285,698	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-based Restricted Stock Units	⁽²⁾	05/20/2013		A		19,400		⁽²⁾	⁽²⁾	Common Stock	19,400	$0.00	38,800⁽²⁾	D
Performance-based Restricted Stock Units	⁽³⁾	05/20/2013		A		28,000		⁽³⁾	⁽³⁾	Common Stock	28,000	$0.00	28,000⁽³⁾	D

Explanation of Responses:

1. Represents shares that are issuable pursuant to restricted stock units. 25% vests on June 1, 2014 and the remainder vests in three equal annual installments thereafter.

2. Represents performance-based restricted stock units (PRUs) originally reported by the reporting person in a Form 4 filed with the Commission on May 2, 2012. The performance criterion measured at the end of the second year of the 3-year performance period under the PRU was exceeded, resulting in an increase in the minimum number of shares eligible to be earned at the end of fiscal 2014 from 19,400 shares to 38,800 shares.

3. On May 10, 2012, the Reporting Person was granted performance-based restricted stock units (PRUs), with a target of 50,000 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2013, 0% to 133% of the target shares will be eligible (the "Eligible Shares") to be earned at the end of fiscal 2014 and 2015, based on, and subject to further adjustment as a result of, the achievement of certain other performance criteria (but in no event will the Reporting Person earn less than 50% of the Eligible Shares), provided that the Reporting Person is employed by the Issuer through April 3, 2015. The performance criterion for fiscal 2013 was exceeded, resulting in 56,000 shares becoming Eligible Shares.

Remarks:

	/s/ Simona Katcher, as attorney-in-fact for Francis A. deSouza	05/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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