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