SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Silver Lake (Offshore) AIV GP IV, Ltd.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NortonLifeLock Inc. [ NLOK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2.500% Convertible Senior Notes due 2021(1) $16.77(7) 01/09/2020 D(1)(2) $250,000,000 (8) (9) Common Stock 14,908,525(10)(11) (1)(2) $0.00(1)(2) I Held through SLP IV Seal Holdings, L.P.(3)(6)
2.500% Convertible Senior Notes due 2022(1) $16.77(7) 01/09/2020 A(1)(2) $125,000,000 (8) (9) Common Stock 7,454,262(10)(11) (1)(2) $125,000,000(1)(2) I Held through SLP IV Seal Holdings, L.P.(3)(6)
2.500% Convertible Senior Notes due 2022(1) $8.4(7) 01/09/2020 A(1)(2) $125,000,000 (8) (9) Common Stock 14,872,675(10)(11) (1)(2) $125,000,000(1)(2) I Held through SLP IV Seal Holdings, L.P.(3)(6)
2.500% Convertible Senior Notes due 2021(1) $16.77(7) 01/09/2020 D(1)(2) $250,000,000 (8) (9) Common Stock 14,908,525(10)(11) (1)(2) $0.00(1)(2) I Held through SLP IV Seal II Holdings, L.P.(4)(6)
2.500% Convertible Senior Notes due 2022(1) $16.77(7) 01/09/2020 A(1)(2) $125,000,000 (8) (9) Common Stock 7,454,262(10)(11) (1)(2) $125,000,000(1)(2) I Held through SLP IV Seal II Holdings, L.P.(4)(6)
2.500% Convertible Senior Notes due 2022(1) $8.4(7) 01/09/2020 A(1)(2) $125,000,000 (8) (9) Common Stock 14,872,675(10)(11) (1)(2) $125,000,000(1)(2) I Held through SLP IV Seal II Holdings, L.P.(4)(6)
2.00% Convertible Senior Notes due 2021(1) $20.41(12) 01/09/2020 D(1)(2) $500,000,000 (13) (14) Common Stock 24,493,000(15)(16) (1)(2) $0.00(1)(2) I Held through SLP IV Star Holdings, L.P.(5)(6)
2.00% Convertible Senior Notes due 2022(1) $20.41(12) 01/09/2020 A(1)(2) $250,000,000 (13) (14) Common Stock 12,246,500(15)(16) (1)(2) $250,000,000(1)(2) I Held through SLP IV Star Holdings, L.P.(5)(6)
2.00% Convertible Senior Notes due 2022(1) $10.23(12) 01/09/2020 A(1)(2) $250,000,000 (13) (14) Common Stock 24,434,100(15)(16) (1)(2) $250,000,000(1)(2) I Held through SLP IV Star Holdings, L.P.(5)(6)
1. Name and Address of Reporting Person*
Silver Lake (Offshore) AIV GP IV, Ltd.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates IV Cayman, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Seal GP, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Seal II GP, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Star GP, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Seal Holdings, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Seal II Holdings, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLP IV Star Holdings, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hao Kenneth

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. As disclosed by NortonLifeLock Inc. (formerly known as Symantec Corporation) (the "Issuer") in a Current Report on Form 8-K, dated November 12, 2019 (the "Current Report"), the Issuer and holders of the Issuers 2.500% Convertible Senior Notes ("2.500% Convertible Notes") and 2.00% Convertible Senior Notes ("2.00% Convertible Notes" and together with the 2.500% Convertible Notes, the "Convertible Notes") agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the Board of Directors. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On January 9, 2020, the Board of Directors of the Issuer declared the special dividend of $12.00 per share.
2. Pursuant to November Amendments to the Investment Agreements dated as of February 3, 2016 and June 12, 2016, the Issuer and the holders of the Convertible Notes agreed to, among other things, extend the maturity dates of the Convertible Notes from 2021 until 2022, and to provide that one half of the Convertible Notes will be exchanged for newly issued Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate), which changes may be deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, and which were exempt from Section 16(b) pursuant to Rule 16b-3. In the event the special dividend is not paid to stockholders of the Issuer prior to April 3, 2020 and to the holders of the Convertible Notes as described herein, the modifications described herein would be deemed null and void.
3. These securities are held by SLP IV Seal Holdings, L.P. ("Seal"). SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal.
4. These securities are held by SLP IV Seal II Holdings, L.P. ("Seal II"). SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II.
5. These securities are held by SLP IV Star Holdings, L.P. ("Star"). SLP IV Star GP, L.L.C. ("Star GP") is the general partner of Star.
6. Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP, Seal II GP and Star GP. Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") is the general partner of SLTA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and is a director of AIV GP. Each of Seal, Seal II, Star, Seal GP, Seal II GP, Star GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
7. The conversion rate for the 2.500% Convertible Notes currently in effect is 59.6341 per $1,000 principal amount of 2.500% Convertible Notes, which is equivalent to a conversion price of approximately $16.77 per share of the Issuer's common stock ("Common Stock"). With respect to one-half of the 2.500% Convertible Notes, the payment of the special dividend will be paid to holders in cash, on an as-converted basis, in lieu of an adjustment to the conversion rate, and with respect to the other half of the 2.500% Convertible Notes (the "Adjusted 2.500% Convertible Notes), the then current conversion rate will automatically adjust in connection with the payment of the special dividend as provided by the indenture governing such notes. Based on the current conversion rate of 59.6341, it is estimated that the automatic adjustment for the special dividend will result in a conversion rate of 118.9814, which is equivalent to a conversion price of approximately $8.40 per share.
8. In accordance with an investment agreement, dated as of February 3, 2016, the 2.500% Convertible Notes were convertible by the holder beginning March 4, 2017, subject to certain exceptions. Pursuant to the Third Amendment to Investment Agreement dated November 11, 2019 (the "2.500% November Amendment"), Seal and Seal II are now restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021.
9. Prior to the modification to the 2.500% Convertible Notes, such 2.500% Convertible Notes were scheduled to mature on April 1, 2021 and following such modification, will instead mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms.
10. Upon conversion of the 2.500% Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% Convertible Notes if the Issuer elects to settle its conversion obligation solely through delivering a number of shares of Common Stock at the current conversion rate of 59.6341 shares of Common Stock per $1,000 principal amount of 2.500% Convertible Notes. Assuming payment of the special dividend and the adjustment of the conversion rate of the Adjusted 2.500% Convertible Notes (as described above), the Issuer would instead deliver an estimated 118.9814 shares of Common Stock per $1,000 principal amount of Adjusted 2.500% Convertible Notes, or an aggregate of 14,872,675 shares of Common Stock for each $125 million principal amount of Adjusted 2.500% Convertible Notes held.
11. The conversion rate for both the 2.500% Convertible Notes is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the 2.500% Convertible Notes.
12. The conversion rate for the 2.00% Convertible Notes currently in effect is 48.9860 per $1,000 principal amount of 2.00% Convertible Notes, which is equivalent to a conversion price of approximately $20.41 per share of Common Stock. With respect to one-half of the 2.00% Convertible Notes, the payment of the special dividend will be paid to holders in cash, on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half of the 2.00% Convertible Notes (the "Adjusted 2.00% Convertible Notes), the then current conversion rate will automatically adjust in connection with the payment of the special dividend as provided by the indenture governing such notes. Based on the current conversion rate of 48.9860, it is estimated that the automatic adjustment for the special dividend will result in a conversion rate of 97.7364, which is equivalent to a conversion price of approximately $10.23 per share.
13. In accordance with an investment agreement, dated as of June 12, 2016, the 2.00% Convertible Notes were convertible by the holder beginning August 1, 2017, subject to certain exceptions. Pursuant to the Second Amendment to Investment Agreement dated November 11, 2019 (the "2.00% November Amendment" and together with the 2.500% November Amendment, the "November Amendments"), Star is now restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022.
14. Prior to the modification to the 2.00% Convertible Notes, such 2.00% Convertible Notes were scheduled to mature on August 15, 2021 and following such modification, will instead mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms.
15. Upon conversion of the 2.00% Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the 2.00% Convertible Notes if the Issuer elects to settle its conversion obligation solely through delivering a number of shares of Common Stock at the current conversion rate of 48.9860 shares of Common Stock per $1,000 principal amount of 2.00% Convertible Notes. Assuming payment of the special dividend and the adjustment of the conversion rate of the Adjusted 2.00% Convertible Notes (as described above), the Issuer would instead deliver an estimated 97.7364 shares of Common Stock per $1,000 principal amount of Adjusted 2.00% Convertible Notes, or an aggregate of 24,434,100 shares of Common Stock for each $250 million principal amount of Adjusted 2.00% Convertible Notes held.
16. The conversion rate for both the 2.00% Convertible Notes is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the 2.00% Convertible Notes.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or was a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
/s/ Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP IV, Ltd. 01/10/2020
/s/ Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P. 01/10/2020
/s/ Kenneth Y. Hao, Director of SLP IV Seal GP, L.L.C. 01/10/2020
/s/ Kenneth Y. Hao, Director of SLP IV Seal II GP, L.L.C. 01/10/2020
/s/ Kenneth Y. Hao, Director of SLP IV Star GP, L.L.C. 01/10/2020
/s/ Kenneth Y. Hao, Director of SLP IV Seal GP, L.L.C., general partner of SLP IV Seal Holdings, L.P. 01/10/2020
/s/ Kenneth Y. Hao, Director of SLP IV Seal II GP, L.L.C., general partner of SLP IV Seal II Holdings, L.P. 01/10/2020
/s/ Kenneth Y. Hao, Director of SLP IV Star GP, L.L.C., general partner of SLP IV Star Holdings, L.P. 01/10/2020
/s/ Kenneth Y. Hao 01/10/2020
** Signature of Reporting Person Date
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