4//SEC Filing
Silver Lake Technology Associates IV Cayman, L.P. 4
Accession 0000899243-21-019646
CIK 0000849399other
Filed
May 16, 8:00 PM ET
Accepted
May 17, 6:49 PM ET
Size
27.1 KB
Accession
0000899243-21-019646
Insider Transaction Report
Form 4
SLP IV Seal II Holdings, L.P.
Director
Transactions
- Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying)
Holdings
- 79(indirect: See footnote)
Common Stock
Hao Kenneth
Director
Transactions
- Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote) - Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying)
Holdings
- 79(indirect: See footnote)
Common Stock
Transactions
- Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote) - Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying)
Holdings
- 79(indirect: See footnote)
Common Stock
SLP IV Seal GP, L.L.C.
Director
Transactions
- Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote) - Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying)
Holdings
- 79(indirect: See footnote)
Common Stock
SLP IV Seal II GP, L.L.C.
Director
Transactions
- Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying)
Holdings
- 79(indirect: See footnote)
Common Stock
SLP IV Seal Holdings, L.P.
Director
Transactions
- Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote)
Holdings
- 79(indirect: See footnote)
Common Stock
Transactions
- Award
Common Stock
2021-05-13+10,248→ 86,162 total(indirect: See footnote) - Award
Common Stock
2021-05-13$25.37/sh+1,970$49,979→ 88,132 total(indirect: See footnote) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying) - Disposition to Issuer
2.500% Convertible Senior Notes due 2022
2021-05-13$182722426.52/sh→ 0 total(indirect: Held through SLP IV Seal II Holdings, L.P.)Exercise: $16.77→ Common Stock (7,454,262 underlying)
Holdings
- 79(indirect: See footnote)
Common Stock
Footnotes (12)
- [F1]In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date.
- [F10]These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal.
- [F11]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.
- [F12]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. 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.
- [F2]Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended.
- [F3]These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities.
- [F4]Mr. Hao has an indirect pecuniary interest in these shares of the common stock held in a managed account through a broker-dealer.
- [F5]On May 13, 2021, 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 $365,444,853.04, which consideration includes accrued and unpaid interest through the date of settlement..
- [F6]Represents the approximate conversion price of the 2.500% 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.
- [F7]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.
- [F8]The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms.
- [F9]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 59.6341 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.
Documents
Issuer
NortonLifeLock Inc.
CIK 0000849399
Entity typeother
Related Parties
1- filerCIK 0001607377
Filing Metadata
- Form type
- 4
- Filed
- May 16, 8:00 PM ET
- Accepted
- May 17, 6:49 PM ET
- Size
- 27.1 KB