-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARdWkL7nBIHsX17iamE752tKCgkKHKgOIoQs5STiv1/S9h3AGBoUW7DuCim3kTxR DhfTnEWkW8x/OfSeGiMwlg== 0001181431-11-014885.txt : 20110302 0001181431-11-014885.hdr.sgml : 20110302 20110302203206 ACCESSION NUMBER: 0001181431-11-014885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110228 FILED AS OF DATE: 20110302 DATE AS OF CHANGE: 20110302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gebhart Todd CENTRAL INDEX KEY: 0001476324 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31216 FILM NUMBER: 11658141 MAIL ADDRESS: STREET 1: C/O MCAFEE, INC. STREET 2: 5000 HEADQUARTERS DR. CITY: PLANO STATE: TX ZIP: 75024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: McAfee, Inc. CENTRAL INDEX KEY: 0000890801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770316593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3965 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089883832 MAIL ADDRESS: STREET 1: 3965 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: NETWORKS ASSOCIATES INC/ DATE OF NAME CHANGE: 19980611 FORMER COMPANY: FORMER CONFORMED NAME: MCAFEE ASSOCIATES INC DATE OF NAME CHANGE: 19930328 4 1 rrd303348.xml FORM 4 X0303 4 2011-02-28 1 0000890801 McAfee, Inc. MFE 0001476324 Gebhart Todd C/O MCAFEE, INC. 2821 MISSION COLLEGE BOULEVARD SANTA CLARA CA 95054 0 1 0 0 EVP Worldwide Sales Operations Common Stock 2011-02-28 4 D 0 23574 D 14599 D Common Stock 2011-02-28 4 D 0 14599 D 0 D Common Stock 2011-02-28 4 A 0 6933 0 A 6933 D Common Stock 2011-02-28 4 A 0 9620 0 A 16553 D Common Stock 2011-02-28 4 D 0 16553 D 0 D Employee Stock Option (right to buy) 34.73 2011-02-28 4 D 0 6250 D 2018-02-11 Common Stock 6250 0 D Employee Stock Option (right to buy) 37.47 2011-02-28 4 D 0 8750 D 2018-08-04 Common Stock 8750 0 D Employee Stock Option (right to buy) 40.41 2011-02-28 4 D 0 28500 D 2020-02-16 Common Stock 28500 0 D Pursuant to the Merger Agreement between the Issuer and Intel Corporation ("Intel") dated August 18, 2010 (the "Merger Agreement"), each share of MFE common stock will be exchanged for $48.00 in cash. Shares are represented by restricted stock units. Pursuant to the Merger Agreement, the restricted stock units will be assumed by Intel and converted into a restricted stock unit for 2.217192 shares of Intel common stock per share of MFE common stock. Shares are represented by performance share units subject to the achievement of certain performance objectives. Pursuant to the Change of Control Retention Plan Participation Agreement effective February 1, 2010 between the Reporting Person and the Issuer (the "Participation Agreement"), upon the effectiveness of the merger, the February 17, 2009 performance share unit award was converted to provide for vesting as if the award had been granted originally with a four-year vesting schedule, except to the extent the award is not fully vested at the 18-month anniversary of the merger, in which case it will fully vest on such 18-month anniversary. Shares are represented by performance share units subject to the achievement of certain performance objectives. Pursuant to the Participation Agreement, upon the effectiveness of the merger, the February 16, 2010 performance share unit award was converted to provide for vesting as if the award had been granted originally with a four-year vesting schedule, except to the extent the award is not fully vested at the 18-month anniversary of the merger, in which case it will fully vest on such 18-month anniversary. Pursuant to the Merger Agreement, the performance share units will be assumed by Intel and converted into an award with time based vesting for 2.217192 shares of Intel common stock per share of MFE common stock. The option was granted on February 11, 2008 and provided for vesting of one-fourth of the shares subject to the option on February 11, 2009 and one thirty-sixth of the remaining shares vest monthly over the following thirty-six months. Pursuant to the Merger Agreement, the option will be assumed by Intel and converted into an option to purchase 2.217192 shares of Intel common stock for each share of MFE common stock at an exercise price equal to the current exercise price divided by 2.217192 per share. The option was granted on August 4, 2008 and provided for vesting of one-fourth of the shares subject to the option on August 4, 2009 and one thirty-sixth of the remaining shares vest monthly over the following thirty-six months. The option was granted on February 16, 2010 and provided for vesting of one-fourth of the shares subject to the option on February 16, 2011 and one thirty-sixth of the remaining shares vest monthly over the following thirty-six months. /s/ Jared Ross, by power of attorney 2011-03-02 -----END PRIVACY-ENHANCED MESSAGE-----