0000899243-22-009345.txt : 20220304 0000899243-22-009345.hdr.sgml : 20220304 20220304115501 ACCESSION NUMBER: 0000899243-22-009345 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220301 FILED AS OF DATE: 20220304 DATE AS OF CHANGE: 20220304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO FUND XII-A, L.P. CENTRAL INDEX KEY: 0001666747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712972 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO PARTNERS XII, L.P. CENTRAL INDEX KEY: 0001756435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712968 BUSINESS ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 600 MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 263-3660 MAIL ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 600 MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO UGP, LLC CENTRAL INDEX KEY: 0001813487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712974 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO EXECUTIVE FUND XII AIV, L.P. CENTRAL INDEX KEY: 0001828305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712970 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO PARTNERS XII AIV, L.P. CENTRAL INDEX KEY: 0001828302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712973 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO FUND XII AIV, L.P. CENTRAL INDEX KEY: 0001828303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712971 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO EXECUTIVE FUND XII-a AIV, L.P. CENTRAL INDEX KEY: 0001828304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39651 FILM NUMBER: 22712969 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 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 0001813487 THOMA BRAVO UGP, LLC C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner 0001828302 THOMA BRAVO PARTNERS XII AIV, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner 0001666747 THOMA BRAVO FUND XII-A, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner 0001828303 THOMA BRAVO FUND XII AIV, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner 0001828305 THOMA BRAVO EXECUTIVE FUND XII AIV, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner 0001828304 THOMA BRAVO EXECUTIVE FUND XII-a AIV, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner 0001756435 THOMA BRAVO PARTNERS XII, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 0 1 Former 10% Owner Class A Common Stock 2022-03-01 4 C 0 24075115 A 40686250 I See Explanation of Responses Class A Common Stock 2022-03-01 4 J 0 40686250 26.00 D 0 I See Explanation of Responses Class A Unit and Class B Common Stock 2022-03-01 4 C 0 24075115 D Class A Common Stock 24075115 0 I See Explanation of Responses The securities reported herein were disposed of pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (the "Merger Agreement"), by and among McAfee Corp. (the "Issuer"), Condor BidCo, Inc. ("Parent"), and Condor Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Subsidiary"), whereby the Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time") on March 1, 2022, each share of Class A common stock (a "Class A Share") of the Issuer outstanding immediately prior to the Effective Time was automatically converted into the right to receive $26.00 in cash, subject to applicable withholding taxes. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each of Thoma Bravo Partners XII AIV, L.P. ("TB Partners XII AIV"), Thoma Bravo Fund XII AIV, L.P. ("TB Fund XII AIV"), Thoma Bravo Executive Fund XII AIV, L.P. ("TB Exec Fund XII AIV") and Thoma Bravo Executive Fund XII-a AIV, L.P. ("TB Exec Fund XII-a AIV") had the right to exchange all or a portion of its Class A units (the "Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock (the "Class B Shares") of the Issuer) 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). Immediately prior to the Effective Time on March 1, 2022, pursuant to the terms of the Merger Agreement, TB Partners XII AIV, TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV exchanged all of their Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Consists of Class A Shares that were directly held by TB Partners XII AIV, Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV (collectively, the "TB Funds"). TB Partners XII AIV is the general partner of each of TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV, and Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of TB Fund XII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate general partner of TB Partners XII AIV and TB Partners XII. Because of the relationships described in this footnote, TB UGP may be deemed to have exercised voting and dispositive power with respect to the securities reported herein formerly held by the TB Funds. Each TB Fund, TB Partners XII and TB UGP disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC 2022-03-03 /s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P. 2022-03-03 /s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P. 2022-03-03 /s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P., the general partner of Thoma Bravo Fund XII AIV, L.P. 2022-03-03 /s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P., the general partner of Thoma Bravo Executive Fund XII AIV, L.P. 2022-03-03 /s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P., the general partner of Thoma Bravo Executive Fund XII-a AIV, L.P. 2022-03-03 /s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P., the general partner of Thoma Bravo Fund XII-A, L.P. 2022-03-03