| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SecureWorks Corp [ SCWX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 5% Convertible Notes due 2017 | 04/27/2016 | J(1) | 19,500,000(2) | D | (2) | 0 | D | |||
| Class A Common Stock | 04/27/2016 | J(1) | 1,741,070(3) | A | $11.2(1) | 1,741,070(3) | D(4)(5)(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The 5% Convertible Notes due 2017 (the "Notes") automatically converted on April 27, 2016, at a conversion price of 80% of the offering price per share of the Class A Common Stock of the Issuer (the "Class A Common Stock") to the public ($14.00 per share). |
| 2. This amount reflects $13,624,591 in Notes held by Centerview Capital Technology Fund (Delaware), L.P. ("CCTF"), $4,900,409 in Notes held by Centerview Capital Technology Fund - A (Delaware), L.P. ("CCTF-A") and $975,000 in Notes held by Centerview Capital Technology Employee Fund, L.P. ("CCTEF"). |
| 3. The amount reported reflects 1,216,481 shares owned of record by CCTF, 437,536 shares owned of record by CCTF-A and 87,053 shares owned of record by CCTEF. |
| 4. CCTF, CCTF-A and CCTEF directly own the Class A Common Stock. This Form 4 is also being filed by: (i) Centerview Capital Technology Fund GP (Delaware), L.P. ("CCTF DE") in its capacity as the general partner of CCTF, CCTF-A and CCTEF and (ii) Centerview Capital Technology Ltd. ("CCT") in its capacity as ultimate general partner of CCTF DE (each of CCTF, CCTF-A, CCTEF, CCTF DE and CCT, a "Reporting Person" and collectively, "Reporting Persons"). |
| 5. Each Reporting Person disclaims beneficial ownership of all the Class A Common Stock reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Class A Common Stock covered by this Form 4. |
| 6. CCT is managed by a board of directors consisting of Edwin B. Hooper III and Robert Pruzan (the "CCT Directors"). In such capacity, the CCT Directors may be deemed to have indirect beneficial ownership of the Class A Common Stock held directly by CCTF, CCTF-A and CCTEF. Each CCT Director expressly disclaims beneficial ownership of the Class A Common Stock held directly by CCTF, CCTF-A and CCTEF, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Class A Common Stock covered by this Form 4. |
| Remarks: |
| CENTERVIEW CAPITAL TECHNOLOGY FUND (DELAWARE), L.P. By: Centerview Capital Technology Fund GP (Delaware), L.P. Its: GP By: Centerview Capital Technology Ltd. Its: Ultimate GP By: /s/ Edwin B. Hooper III Name: Edwin B. Hooper III Title: Director | 04/28/2016 | |
| CENTERVIEW CAPITAL TECHNOLOGY FUND -A (DELAWARE), L.P. By: Centerview Capital Technology Fund GP (Delaware), L.P. Its: GP By: Centerview Capital Technology Ltd. Its: Ultimate GP By: /s/ Edwin B. Hooper III Name: Edwin B. Hooper III Title: Director | 04/28/2016 | |
| CENTERVIEW CAPITAL TECHNOLOGY EMPLOYEE FUND, L.P. By: Centerview Capital Technology Fund GP (Delaware), L.P. Its: GP By: Centerview Capital Technology Ltd. Its: Ultimate GP By: /s/ Edwin B. Hooper III Name: Edwin B. Hooper III Title: Director | 04/28/2016 | |
| CENTERVIEW CAPITAL TECHNOLOGY FUND GP (DELAWARE), L.P. By: Centerview Capital Technology Ltd. Its: Ultimate General Partner By: /s/ Edwin B. Hooper III Name: Edwin B. Hooper III Title: Director | 04/28/2016 | |
| CENTERVIEW CAPITAL TECHNOLOGY LTD. By: /s/ Edwin B. Hooper III Name: Edwin B. Hooper III Title: Director | 04/28/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||