4//SEC Filing
Leav Peter 4
Accession 0000899243-22-009141
CIK 0001783317other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 5:30 PM ET
Size
16.5 KB
Accession
0000899243-22-009141
Insider Transaction Report
Form 4
McAfee Corp.MCFE
Leav Peter
DirectorSee Remarks
Transactions
- Conversion
Class A Common Stock
2022-03-01+252,464→ 2,163,016 total - Conversion
Class A Unit and Class B Common Stock
2022-03-01−252,464→ 0 total→ Class A Common Stock (252,464 underlying) - Disposition to Issuer
Class A Common Stock
2022-03-01−3,591,082→ 0 total - Conversion
Management Incentive Units
2022-03-01−1,249,636→ 0 total→ Class A Common Stock (1,098,781 underlying) - Conversion
Class A Common Stock
2022-03-01+1,098,781→ 3,261,797 total - Award
Class A Common Stock
2022-03-01+329,285→ 3,591,082 total
Footnotes (6)
- [F1]On March 1, 2022, the Reporting Person exchanged 252,464 Class A units ("Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock ("Class B Shares")), for shares of Class A common stock ("Class A Shares") on a one-for-one basis pursuant to that certain Merger Agreement, dated November 5, 2021, between the Issuer, Condor BidCo, Inc. and Condor Merger Sub, Inc. (the "Merger Agreement").
- [F2]On March 1, 2022, the Reporting Person exchanged 1,249,636 Management Incentive Units ("MIUs") of Foundation Technology Worldwide LLC for Class A Shares representing the "spread value" of such MIUs, as described in Footnote 6, pursuant to the Merger Agreement.
- [F3]Reflects Restricted Stock Units ("RSUs") underlying existing performance-based RSUs that were granted upon satisfaction of certain performance criteria. Each RSU represents a contingent right to receive one share of the Issuer's Class A Shares upon settlement.
- [F4]Certain of these securities are RSUs. The RSUs and Class A Shares were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $26.00 per share.
- [F5]Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, the Reporting Person may exchange all or a portion of its Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
- [F6]Reflects MIUs, which are profits interests that are economically similar to stock-settled stock options. Vested MIUs are exchangeable, at the holder's election, for a number of Class A Shares equal in value to the "spread value" represented by the excess of the value of Class A Shares at the time of exchange above the "return threshold" associated with the MIUs, multiplied by the number of MIUs being exchanged. The number reflected in Table II reflects the number of MIUs held by the Reporting Person. The MIUs do not have an expiration date.
Documents
Issuer
McAfee Corp.
CIK 0001783317
Entity typeother
Related Parties
1- filerCIK 0001455181
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 5:30 PM ET
- Size
- 16.5 KB