0000899243-22-009135.txt : 20220303 0000899243-22-009135.hdr.sgml : 20220303 20220303173015 ACCESSION NUMBER: 0000899243-22-009135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220301 FILED AS OF DATE: 20220303 DATE AS OF CHANGE: 20220303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kornegay Christine Beseda CENTRAL INDEX KEY: 0001392404 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22710517 MAIL ADDRESS: STREET 1: 2250 LAKESIDE BOULEVARD CITY: RICHARDSON STATE: TX ZIP: 75082 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: McAfee Corp. CENTRAL INDEX KEY: 0001783317 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: 6220 AMERICA CENTER DRIVE CITY: SAN JOSE STATE: CA ZIP: 95002 BUSINESS PHONE: 866-622-3911 MAIL ADDRESS: STREET 1: 6220 AMERICA CENTER DRIVE CITY: SAN JOSE STATE: CA ZIP: 95002 FORMER COMPANY: FORMER CONFORMED NAME: Greenseer Holdings Corp. DATE OF NAME CHANGE: 20190723 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-01 1 0001783317 McAfee Corp. MCFE 0001392404 Kornegay Christine Beseda 6220 AMERICA CENTER DRIVE SAN JOSE CA 95002 0 1 0 0 Chief Accounting Officer Class A Common Stock 2022-03-01 4 A 0 8800 0.00 A 146610 D Class A Common Stock 2022-03-01 4 D 0 137810 D 82211 D Class A Common Stock 2022-03-01 4 D 0 82211 D 0 D Class A Stock Options 15.50 2022-03-01 4 D 0 22004 D 2030-10-21 Class A Common Stock 22004 0 D Class A Stock Options 15.50 2022-03-01 4 D 0 22014 D 2030-10-21 Class A Common Stock 22014 0 D 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. Certain of these securities are RSUs that represented the Reporting Person's right to receive shares of Class A common stock of the Issuer. The RSUs and shares of Class A common stock were cancelled pursuant to that certain Merger Agreement, dated November 5, 2021, between the Issuer, Condor BidCo, Inc. and Condor Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $26.00 per share (the "Merger Consideration"). Includes RSUs that represent the Reporting Person's right to receive shares of Class A common stock of the Issuer. The RSUs were cancelled pursuant to the Merger Agreement in exchange for a cash award, which will remain subject to the same time-vesting terms and conditions that apply immediately prior to closing. This option, of which options to purchase 17,878 shares of Class A common stock of the Issuer were vested as of the date hereof and the remaining options vested in three quarterly installments beginning on March 31, 2022, was cancelled pursuant to the Merger Agreement in exchange for a cash award representing the difference between the exercise price of the option and the Merger Consideration, which will remain subject to the same time-vesting terms and conditions that apply immediately prior to the closing. This performance-based option, of which options to purchase 7,338 shares of Class A common stock of the Issuer were vested as of the date hereof and the remaining options vested (i) in full upon the satisfaction of certain performance criteria related returns achieved by certain of the Issuer's stockholders (inclusive of dividends) or (ii) in two equal annual installments beginning on October 31, 2022, was cancelled pursuant to the Merger Agreement in exchange for a cash award representing the difference between the exercise price of the option and the Merger Consideration. 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. /s/ Jared Ross, as Attorney-in-Fact 2022-03-03