0000899243-22-009141.txt : 20220303 0000899243-22-009141.hdr.sgml : 20220303 20220303173038 ACCESSION NUMBER: 0000899243-22-009141 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: Leav Peter CENTRAL INDEX KEY: 0001455181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22710523 MAIL ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10007 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 0001455181 Leav Peter 6220 AMERICA CENTER DRIVE SAN JOSE CA 95002 1 1 0 0 See Remarks Class A Common Stock 2022-03-01 4 C 0 252464 A 2163016 D Class A Common Stock 2022-03-01 4 C 0 1098781 A 3261797 D Class A Common Stock 2022-03-01 4 A 0 329285 0.00 A 3591082 D Class A Common Stock 2022-03-01 4 D 0 3591082 D 0 D Class A Unit and Class B Common Stock 2022-03-01 4 C 0 252464 D Class A Common Stock 252464 0 D Management Incentive Units 2022-03-01 4 C 0 1249636 D Class A Common Stock 1098781 0 D On March 1, 2022, the Reporting Person exchanged 252,464 Class A units ("Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock ("Class B Shares")), for shares of Class A common stock ("Class A Shares") on a one-for-one basis pursuant to that certain Merger Agreement, dated November 5, 2021, between the Issuer, Condor BidCo, Inc. and Condor Merger Sub, Inc. (the "Merger Agreement"). On March 1, 2022, the Reporting Person exchanged 1,249,636 Management Incentive Units ("MIUs") of Foundation Technology Worldwide LLC for Class A Shares representing the "spread value" of such MIUs, as described in Footnote 6, pursuant to the Merger Agreement. 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. The RSUs and Class A Shares were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $26.00 per share. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, the Reporting Person may exchange all or a portion of its Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares). Reflects MIUs, which are profits interests that are economically similar to stock-settled stock options. Vested MIUs are exchangeable, at the holder's election, for a number of Class A Shares equal in value to the "spread value" represented by the excess of the value of Class A Shares at the time of exchange above the "return threshold" associated with the MIUs, multiplied by the number of MIUs being exchanged. The number reflected in Table II reflects the number of MIUs held by the Reporting Person. The MIUs do not have an expiration date. President and Chief Executive Officer. Effective upon completion of the merger on March 1, 2022, in accordance with the Merger Agreement, the Reporting Person ceased to be a director of the Issuer. 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