and Address of Reporting Person * SLP IV Seal II Holdings,
2. Date of Event Requiring Statement
3. Issuer Name and Ticker or Trading
Symbol SYMANTEC CORP [SYMC]
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
_____ Officer (give title
Other (specify below)
PARK, CA 94025
5. If Amendment, Date Original
6. Individual or Joint/Group
Line)___ Form filed by One Reporting
_X_ Form filed by More than One Reporting Person
||The aggregate amount of
2.500% Convertible Senior Notes due 2021 ("Convertible Notes") held
by Silver Lake Group, L.L.C. and/or its affiliates has not changed
since the date of original acquisition, and is not changing now.
This Form 3 is filed by SLP IV Seal II Holdings, L.P. ("Seal II")
and SLP IV Seal II GP, L.L.C. ("Seal II LLC") in connection with an
internal reorganization of an entity holding the Convertible Notes
on behalf of certain investment funds ("SLP Funds").
||In connection with such
internal reorganization, one of the previous direct holders of the
Convertible Notes, SLP IV Mustang Holdings, L.P., made an in-kind
distribution of Convertible Notes to Seal II. Such transfer did not
otherwise represent any change in pecuniary interest of any of the
SLP Funds or their affiliates. Not included on this form is $250
million principal amount of Convertible Notes acquired by SLP IV
Seal Holdings, L.P. in the original acquisition, which SLP IV Seal
Holdings, L.P. continues to hold.
||Seal II LLC is the general
partner of Seal II. Silver Lake Technology Associates IV Cayman,
L.P. ("SLTA") is the sole member of Seal II LLC. 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 Symantec Corporation (the "Issuer") and a director of AIV GP.
Each of Seal II, Seal II LLC, SLTA and AIV GP may be deemed to be a
director by deputization of the Issuer.
||Pursuant to the terms of an
investment agreement, dated as of February 3, 2016, the Convertible
Notes became convertible by the holder on February 2, 2017, subject
to certain exceptions.
||The Convertible Notes mature
on April 1, 2021, subject to earlier redemption, repurchase or
conversion in accordance with their terms.
||Upon conversion of the
Convertible Notes, the Issuer will deliver, at its election, cash,
shares of the Issuer's common stock ("Common Stock") or a
combination of cash and shares of Common Stock. This number
represents the number of shares of Common Stock issuable upon
conversion of the $250 million principal amount of Convertible
Notes if the Issuer elects to settle its conversion obligation
solely through shares of Common Stock by delivering a number of
shares of Common Stock at the conversion rate of 59.6341 shares of
Common Stock, and cash in lieu of fractional shares of Common
Stock, per $1,000 principal amount of 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 an indenture, dated as of March 4, 2016, by and between the
Issuer and Wells Fargo Bank, National Association, as
||The current conversion rate
of 59.6341 per $1,000 principal amount of Convertible Notes is
equivalent to a conversion price of approximately $16.77 per share
of Common Stock.