4//SEC Filing
Silver Lake (Offshore) AIV GP IV, Ltd. 4
Accession 0000899243-20-024866
CIK 0000849399other
Filed
Sep 9, 8:00 PM ET
Accepted
Sep 10, 9:54 PM ET
Size
15.7 KB
Accession
0000899243-20-024866
Insider Transaction Report
Form 4
Transactions
- Sale
2.00% Convertible Senior Notes due 2022
2020-09-10$299516944.43/sh(indirect: Held through SLP IV Star Holdings, L.P.)Exercise: $20.41→ Common Stock (12,246,500 underlying)
Transactions
- Sale
2.00% Convertible Senior Notes due 2022
2020-09-10$299516944.43/sh(indirect: Held through SLP IV Star Holdings, L.P.)Exercise: $20.41→ Common Stock (12,246,500 underlying)
SLP IV Star GP, L.L.C.
Director
Transactions
- Sale
2.00% Convertible Senior Notes due 2022
2020-09-10$299516944.43/sh(indirect: Held through SLP IV Star Holdings, L.P.)Exercise: $20.41→ Common Stock (12,246,500 underlying)
SLP IV Star Holdings, L.P.
Director
Transactions
- Sale
2.00% Convertible Senior Notes due 2022
2020-09-10$299516944.43/sh(indirect: Held through SLP IV Star Holdings, L.P.)Exercise: $20.41→ Common Stock (12,246,500 underlying)
Hao Kenneth
Director
Transactions
- Sale
2.00% Convertible Senior Notes due 2022
2020-09-10$299516944.43/sh(indirect: Held through SLP IV Star Holdings, L.P.)Exercise: $20.41→ Common Stock (12,246,500 underlying)
Footnotes (7)
- [F1]On September 10, 2020, SLP IV Star Holdings, L.P. ("Star") sold $250,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") for cash consideration of $299,516,944.43, which consideration includes accrued and unpaid interest through the date of settlement. The sale is expected to close on or about September 17, 2020.
- [F2]Represents the approximate conversion price of the 2.00% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of February 4, 2020, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended.
- [F3]Pursuant to the Investment Agreement, dated as of June 12, 2016, as amended, Star was restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022.
- [F4]The 2.00% Convertible Notes are scheduled to mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms.
- [F5]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 48.9860 shares of Common Stock per $1,000 principal amount of 2.00% Convertible Notes. The conversion rate is 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.
- [F6]These securities were held by Star. SLP IV Star GP, L.L.C. ("Star GP") is the general partner of Star. Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of 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 Star, Star GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
- [F7]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 SLP IV Seal Holdings, L.P. and SLP IV Seal II Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction.
Documents
Issuer
NortonLifeLock Inc.
CIK 0000849399
Entity typeother
Related Parties
1- filerCIK 0001607376
Filing Metadata
- Form type
- 4
- Filed
- Sep 9, 8:00 PM ET
- Accepted
- Sep 10, 9:54 PM ET
- Size
- 15.7 KB