0000899243-20-007620.txt : 20200309 0000899243-20-007620.hdr.sgml : 20200309 20200309163158 ACCESSION NUMBER: 0000899243-20-007620 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200305 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake (Offshore) AIV GP IV, Ltd. CENTRAL INDEX KEY: 0001607376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698376 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates IV Cayman, L.P. CENTRAL INDEX KEY: 0001607377 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698377 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Seal GP, L.L.C. CENTRAL INDEX KEY: 0001668319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698378 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Seal II GP, L.L.C. CENTRAL INDEX KEY: 0001790691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698379 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Seal Holdings, L.P. CENTRAL INDEX KEY: 0001668204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698380 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP IV Seal II Holdings, L.P. CENTRAL INDEX KEY: 0001790690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698381 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hao Kenneth CENTRAL INDEX KEY: 0001415357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20698382 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NortonLifeLock Inc. CENTRAL INDEX KEY: 0000849399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770181864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 BUSINESS ADDRESS: STREET 1: 60 E RIO SALADO PARKWAY STREET 2: SUITE 1000 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 650-527-2900 MAIL ADDRESS: STREET 1: 60 E RIO SALADO PARKWAY STREET 2: SUITE 1000 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: SYMANTEC CORP DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-05 0 0000849399 NortonLifeLock Inc. NLOK 0001607376 Silver Lake (Offshore) AIV GP IV, Ltd. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001607377 Silver Lake Technology Associates IV Cayman, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001668319 SLP IV Seal GP, L.L.C. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001790691 SLP IV Seal II GP, L.L.C. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001668204 SLP IV Seal Holdings, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001790690 SLP IV Seal II Holdings, L.P. C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001415357 Hao Kenneth C/O SILVER LAKE PARTNERS 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 2.500% Convertible Senior Notes due 2022 8.40 2020-03-05 4 D 0 125000000.00 284713347.64 D Common Stock 14872675 0.00 I Held through SLP IV Seal Holdings, L.P. 2.500% Convertible Senior Notes due 2022 8.40 2020-03-05 4 D 0 125000000.00 284713347.64 D Common Stock 14872675 0.00 I Held through SLP IV Seal II Holdings, L.P. On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28. Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended. Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021. The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms. This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.500% Convertible Notes, based on the current conversion rate of 118.9814 shares of Common Stock per $1,000 principal amount of 2.500% Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.500% Convertible Notes. These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal. These securities are held by Seal II. SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II. Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II 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, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. Not included on this Form 4 are an additional aggregate amount of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 with an approximate conversion price of $16.77 held by Seal and Seal II and an additional $500,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 held by SLP IV Star Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction. 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 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. 2020-03-09 /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. 2020-03-09 /s/ Kenneth Y. Hao, Director of SLP IV Seal GP, L.L.C. 2020-03-09 /s/ Kenneth Y. Hao, Director of SLP IV Seal II GP, L.L.C. 2020-03-09 /s/ Kenneth Y. Hao, Director of SLP IV Seal GP, L.L.C., general partner of SLP IV Seal Holdings, L.P. 2020-03-09 /s/ Kenneth Y. Hao, Director of SLP IV Seal II GP, L.L.C., general partner of SLP IV Seal II Holdings, L.P. 2020-03-09 /s/ Kenneth Y. Hao 2020-03-09