| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
McAfee, Inc. [ MFE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 02/12/2008 | S | 7,072(1) | D | $34.5045 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 5,000 | A | $11.0625 | 5,000 | D | |||
| Common Stock | 02/12/2008 | S | 5,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 10,000 | A | $11.0625 | 10,000 | D | |||
| Common Stock | 02/12/2008 | S | 10,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 10,000 | A | $16.9375 | 10,000 | D | |||
| Common Stock | 02/12/2008 | S | 10,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 4,500 | A | $24.5625 | 4,500 | D | |||
| Common Stock | 02/12/2008 | S | 4,500 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 20,000 | A | $21.125 | 20,000 | D | |||
| Common Stock | 02/12/2008 | S | 20,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 70,417 | A | $4.1875 | 70,417 | D | |||
| Common Stock | 02/12/2008 | S | 70,417 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 40,000 | A | $25.43 | 40,000 | D | |||
| Common Stock | 02/12/2008 | S | 40,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 35,000 | A | $16.9 | 35,000 | D | |||
| Common Stock | 02/12/2008 | S | 35,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 30,000 | A | $18.9 | 30,000 | D | |||
| Common Stock | 02/12/2008 | S | 30,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 70,313 | A | $16.75 | 70,313 | D | |||
| Common Stock | 02/12/2008 | S | 70,313 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 55,000 | A | $21.61 | 55,000 | D | |||
| Common Stock | 02/12/2008 | S | 55,000 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | M | 2,083 | A | $6.0312 | 2,083 | D | |||
| Common Stock | 02/12/2008 | S | 2,083 | D | $34.4123 | 0 | D | |||
| Common Stock | 02/12/2008 | S | 10,758 | D | $34.4123 | 27,424(2) | D | |||
| Common Stock | 50,000(3) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $11.0625 | 02/12/2008 | M | 5,000 | (4) | 04/20/2009 | Common Stock | 5,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $11.0625 | 02/12/2008 | M | 10,000 | (4) | 10/01/2008 | Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $16.9375 | 02/12/2008 | M | 10,000 | (4) | 10/18/2009 | Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $24.5625 | 02/12/2008 | M | 4,500 | (4) | 01/04/2010 | Common Stock | 4,500 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $21.125 | 02/12/2008 | M | 20,000 | (4) | 07/03/2010 | Common Stock | 20,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $4.1875 | 02/12/2008 | M | 70,417 | (4) | 01/02/2011 | Common Stock | 70,417 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $25.43 | 02/12/2008 | M | 40,000 | (4) | 01/16/2012 | Common Stock | 40,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $16.9 | 02/12/2008 | M | 35,000 | (4) | 01/02/2013 | Common Stock | 35,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $18.9 | 02/12/2008 | M | 30,000 | (4) | 01/02/2014 | Common Stock | 30,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $16.75 | 02/12/2008 | M | 70,313 | (4) | 05/14/2014 | Common Stock | 70,313 | $0.00 | 4,687 | D | ||||
| Employee Stock Option (Right to Buy) | $21.61 | 02/12/2008 | M | 55,000 | (4) | 04/19/2015 | Common Stock | 55,000 | $0.00 | 25,000 | D | ||||
| Employee Stock Option (Right to Buy) | $6.0312 | 02/12/2008 | M | 2,083 | (4) | 01/02/2011 | Common Stock | 2,083 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. These shares were acquired via participation in the issuer's Employee Stock Purchase Plan. |
| 2. The reportee was granted 50,000 shares of restricted stock on August 23, 2005. 16,667 shares vested on each of the first and second anniversaries of the grant, and 16,666 shares will vest on the third anniversary of the grant. The number of derivative securities beneficially owned following this reported transaction with respect to this award is comprised of the remaining 16,666 shares that will vest on the third anniversary of the grant, and 10,758 shares representing the after-tax amount of shares vested on the second anniversary of the grant. |
| 3. The reportee was granted restricted stock units (RSUs) on March 7, 2006. The RSUs will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. |
| 4. 25% of the shares subject to the option shall vest one year from the date of grant and the remaining 75% shall vest monthly over the next 36 months until the option is fully vested on the fourth anniversary of the grant date. |
| Remarks: |
| /s/ Charles L. Deaton, Attorney-in-Fact | 02/15/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||