X0206 3 2020-10-22 0 0001783317 McAfee Corp. MCFE 0001829061 Hicks Terry 6220 AMERICA CENTER DRIVE SAN JOSE CA 95002 0 1 0 0 See Remarks Management Incentive Units 6.108 Class A Common Stock 397456 D Management Incentive Units 6.108 Class A Common Stock 397456 D Restricted Stock Units 0.00 Class A Common Stock 78944 D Restricted Stock Units 0.00 Class A Common Stock 70176 D Restricted Stock Units 0.00 Class A Common Stock 16496 D Class A Unit and Class B Common Stock Class A Common Stock 62664 D Reflects Management Incentive Units of Foundation Technology Worldwide LLC ("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 shares of Class A Common Stock equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock 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. These MIUs are fully vested and may, at the election of the Reporting Person, be exchanged into Class A Common Stock on or after January 1, 2021. These MIUs vest in eight equal quarterly installments beginning on December 31, 2020. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs vest in eight equal quarterly installments beginning on December 31, 2020. These RSUs vest in twelve equal quarterly installments beginning on December 31, 2020. These RSUs vest in eight equal quarterly installments beginning on December 31, 2020. Represents Class A Units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B Common Stock, par value $0.001 ("Class B Common Stock"), of the Issuer. 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 his Common Units (together with an equal number of shares of Class B Common Stock) for shares of Class A Common Stock 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 Common Stock). Executive Vice President and General Manager, Consumer Business Exhibit List: Exhibit 24 - Power of Attorney /s/ Jared Ross, as Attorney-in-Fact 2020-10-22