Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211513
350 Ellis Street
Mountain View, California 94043
Prospectus Supplement No. 4
(to Prospectus dated July 26, 2019)
This Prospectus Supplement No. 4 supplements
the prospectus, dated July 26, 2019 (the “Prospectus”), which was declared effective by the U.S. Securities and
Exchange Commission (the “Commission”) on August 6, 2019, and which forms a part of our Post-Effective Amendment
No. 2 to our Registration Statement on Form S-3 on Form S-1 (Registration No. 333-211513). This Prospectus
Supplement No. 4 is being filed to update, amend and supplement the information included or incorporated by reference in the
Prospectus with the information contained in our current report on Form 8-K, filed with the Commission on August 27, 2019
(the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement No. 4.
The Prospectus and this Prospectus Supplement
No. 4 relate to the registration of $500,000,000 in aggregate principal amount of our 2.500% Convertible Senior Notes due
2021 (the “notes”) and the shares of our common stock, par value $0.01, issuable upon conversion of the notes for resale
by the selling securityholders identified in the Prospectus.
This Prospectus Supplement No. 4 should
be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information
in this Prospectus Supplement No. 4 supersedes the information contained in the Prospectus.
The notes are not listed on any securities
exchange. Our common stock is listed on the Nasdaq Global Select Market and trades under the symbol “SYMC.” On August 30,
2019, the closing sale price of our common stock was $23.25 per share.
Investing in our common stock involves
risks. See “Risk Factors” beginning on page 7 of the Prospectus, as well as those risk factors contained in the
accompanying prospectus supplements and the documents included or incorporated by reference herein or therein.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 4
is August 30, 2019.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 21, 2019
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
350 Ellis Street, Mountain View, CA
(Address of Principal Executive Offices)
Telephone Number, Including Area Code (650) 527-8000
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01 per share
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
August 21, 2019, the Compensation and Leadership Development Committee (the “Committee”) of the Board
of Directors (the “Board”) of Symantec Corporation (the “Company”) approved
enhanced severance and retention arrangements (the “Retention Arrangements”) for certain executives of
the Company, including Vincent Pilette, the Company’s Executive Vice President and Chief Financial Officer, Scott C. Taylor,
the Company’s Executive Vice President, General Counsel and Secretary and Amy L. Cappellanti-Wolf, the Company’s Senior
Vice President and Chief Human Resources Officer (the “Executives”) in connection with the sale
of certain assets of the Company’s enterprise security business to Broadcom Inc. as disclosed on a Current Report on Form
8-K, filed by the Company with the Securities and Exchange Commission on August 8, 2019 (the “Asset Sale Transaction”).
Pursuant to the Retention Arrangements, if an Executive is employed with the Company through the closing of the Asset Sale Transaction
(the “Closing”) and (i) through a transition period (the “Transition Period”),
or (ii) is terminated by the Company without cause prior to the end of the Transition Period, such Executive shall be entitled
to receive, effective as of the earlier of the Executive’s termination date or the end of the Transition Period (a) a cash
payment equal to such Executive’s annual base salary, (b) a cash payment equal to such Executive’s target bonus (increased
pro rata for any additional period of service in the Transition Period) under the Company’s Executive Annual Incentive Plan,
and (c) vesting as to 50% of such Executive’s unvested equity as of the Closing (the “Unvested Equity”).
Executive shall also be entitled to receive between 75% and 150% acceleration of the additional 50% Unvested Equity if the
average closing price of the Company’s common stock reaches predetermined levels based 50% on each of (y) a 20
consecutive business day measurement during the Transition Period and (z) a 20 consecutive business day measurement from July
1, 2020 through December 31, 2020.
The foregoing description
of the Retention Arrangements is qualified in its entirety by reference to the full text of the Retention Arrangement agreements,
which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending
October 4, 2019.
connection with the Asset Sale Transaction, on August 21, 2019 the Committee also approved the removal of all vesting conditions
with respect to the restricted stock award of 155,429 shares of the Company’s common stock granted to Vincent Pilette, the
Company’s Executive Vice President and Chief Financial Officer.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 27, 2019
/s/ Scott C. Taylor
Scott C. Taylor
Executive Vice President, General Counsel and Secretary