4//SEC Filing
Humphrey David 4
Accession 0000899243-20-013623
CIK 0000849399other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 7:32 PM ET
Size
8.6 KB
Accession
0000899243-20-013623
Insider Transaction Report
Form 4
Humphrey David
Director
Transactions
- Disposition to Issuer
2.000% Convertible Senior Notes due 2022
2020-05-17$694722335.35/sh−367,215,000$255,112,462,375,550,270→ 0 total(indirect: See footnotes)Exercise: $10.23→ Common Stock (35,890,272 underlying)
Footnotes (7)
- [F1]On May 17, 2020, BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities") and NortonLifeLock Inc. (formerly Symantec Corp.) (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $367,215,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") from the Bain Capital Entities for cash consideration of $694,722,335.35, which consideration includes accrued and unpaid interest through the date of settlement, as well as a portion of the cash dividend declared by the Issuer on May 14, 2020.
- [F2]The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]Represents $367,215,000 aggregate principal amount of the 2.00% Convertible Notes of the Issuer held directly by the Bain Capital Entities.
- [F4]Represents the approximate conversion price of the 2.00% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended.
- [F5]Pursuant to the Investment Agreement, dated as of June 12, 2016, as amended, the Bain Capital Entities were restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022.
- [F6]The 2.00% Convertible Notes were scheduled to mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms.
- [F7]This number represents the number of shares of Common Stock issuable upon conversion of the 2.00% 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 2.00% Convertible Notes, based on the current conversion rate of 97.7364 shares of Common Stock per $1,000 principal amount of 2.00% 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 2.00% Convertible Notes.
Documents
Issuer
NortonLifeLock Inc.
CIK 0000849399
Entity typeother
Related Parties
1- filerCIK 0001557605
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 7:32 PM ET
- Size
- 8.6 KB