- Statement of Changes in Beneficial Ownership (4)
November 19 2010 - 5:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NORRINGTON LORRIE M
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2. Issuer Name
and
Ticker or Trading Symbol
McAfee, Inc.
[
MFE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MCAFEE, INC., 5000 HEADQUARTERS DR.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2010
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(Street)
PLANO, TX 75024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/17/2010
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M
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3618
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A
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$39.48
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10321
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D
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Common Stock
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11/17/2010
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S
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3618
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D
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$47.2901
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6703
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D
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Common Stock
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11/17/2010
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S
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2111
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D
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$47.2919
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4592
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Director Stock Options (Right to Buy)
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$39.48
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11/17/2010
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M
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3618
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(1)
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12/1/2019
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Common Stock
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3618
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$0.00
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16758
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D
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Explanation of Responses:
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(
1)
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1/12 of the shares subject to the option are scheduled to vest each quarter following the grant date.
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Remarks:
As has been widely reported, the capital gains and personal income tax rates are expected to increase, effective January 1, 2011. For this reason, the Reporting Person is selling the vested stock units and vested stock options specified herein prior to December 31, 2010. The Reporting Person believes that this is the appropriate time for the sales reflected herein in light of the following: (i) the Issuer's disclosure on October 28, 2010 of its Q3 2010 earnings and that the acquisition of the Issuer by Intel is still expected to close by mid next year, (ii) the Issuer's disclosure on November 2, 2010 of the results of the November 2, 2010 stockholder vote approving the acquisition of the Issuer by Intel, and (iii) the opening of the Issuer's trading window for insiders pursuant to its insider trading policy.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NORRINGTON LORRIE M
C/O MCAFEE, INC.
5000 HEADQUARTERS DR.
PLANO, TX 75024
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X
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Signatures
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/s/ Jared Ross, Attorney-in-Fact
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11/19/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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