Venkat Bhamidipati - 27 Dec 2021 Form 4 Insider Report for McAfee Corp. (MCFE)

Role
Officer
Signature
/s/ Jared Ross, as Attorney-in-Fact
Issuer symbol
MCFE
Transactions as of
27 Dec 2021
Transactions value $
$0
Form type
4
Filing time
29 Dec 2021, 16:00:17
Previous filing
13 Oct 2021
Next filing
04 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MCFE Class A Common Stock Conversion of derivative security +37.4K +4.35% 898K 27 Dec 2021 Direct F1
transaction MCFE Class A Common Stock Conversion of derivative security +221K +24.66% 1.12M 27 Dec 2021 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MCFE Class A Unit and Class B Common Stock Conversion of derivative security -37.4K -100% 0 27 Dec 2021 Class A Common Stock 37.4K Direct F1, F3
transaction MCFE Management Incentive Units Conversion of derivative security -250K -31.25% 550K 27 Dec 2021 Class A Common Stock 221K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 27, 2021, the Reporting Person exchanged 37,444 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.
F2 On December 27, 2021, the Reporting Person exchanged 250,000 Management Incentive Units ("MIUs") of Foundation Technology Worldwide LLC for 221,449 Class A Shares, representing the "spread value" of such MIUs, as described in Footnote 4.
F3 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).
F4 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.

Remarks:

Executive Vice President and Chief Financial Officer. Mr. Ross is signing on behalf of the Reporting Person pursuant to a Limited Power of Attorney dated October 21, 2020, which was previously filed with the Securities and Exchange Commission.