UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
McAfee Corp.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
579063108
(CUSIP Number)
December 31, 2021
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 2 of.9
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
GIC Private Limited
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Republic of Singapore
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
24,411,754
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
24,411,754
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,411,754
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.4% (1)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
(1)
|
Based on 182,658,495 shares of Class A Common Stock, $0.001 par value, outstanding as of November 2, 2021, according to the Form 10-Q filed by the Issuer with the Securities and
Exchange Commission (“SEC”) on November 9, 2021.
|
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 3 of 9
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
GIC Special Investments Private Limited
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Republic of Singapore
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
24,411,754
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
24,411,754
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,411,754
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.4% (1)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
(1)
|
Based on 182,658,495 shares of Class A Common Stock, $0.001 par value, outstanding as of November 2, 2021, according to the Form 10-Q filed by the Issuer with the SEC on November 9, 2021.
|
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 4 of 9
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Snowlake Investment Pte Ltd
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Republic of Singapore
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
24,411,754
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
24,411,754
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,411,754
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
13.4% (1)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
(1)
|
Based on 182,658,495 shares of Class A Common Stock, $0.001 par value, outstanding as of November 2, 2021, according to the Form 10-Q filed by the Issuer with the SEC on November 9, 2021.
|
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 5 of 9
|
McAfee Corp.
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
6220 America Center Drive
San Jose, CA 95002
|
Item 2(a)
|
Name of Persons Filing
|
GIC Private Limited
GIC Special Investments Private Limited
Snowlake Investment Pte Ltd.
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence
|
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
GIC Private Limited - Republic of Singapore
GIC Special Investments Private Limited - Republic of Singapore
Snowlake Investment Pte Ltd. - Republic of Singapore
|
Item 2(d)
|
Title of Class of Securities
|
Class A Common Stock, $0.001 par value
579063108
|
Item 3
|
If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
This Item 3 is not applicable.
Ownership information with respect to GIC Private Limited, GIC Special Investments Private Limited and Snowlake Investment Pte Ltd. is incorporated by reference through items (5) through (9) and
(11) of the cover page for each entity.
Snowlake Investment Pte Ltd. shares the power to vote and the power to dispose of all of the shares of Class A Common Stock, $0.001 par value, of the Issuer held directly by it with GIC Special
Investments Private Limited and GIC Private Limited. GIC Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
GIC Private Limited is wholly-owned by the Government of Singapore (“GoS”) and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims
beneficial ownership of such shares.
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 6 of 9
|
|
Item 5
|
Ownership of Five Percent or Less of a Class
|
This Item 5 is not applicable.
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
|
This Item 6 is not applicable.
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
This Item 7 is not applicable.
|
Item 8
|
Identification and Classification of Members of the Group
|
This Item 8 is not applicable.
|
Item 9
|
Notice of Dissolution of Group
|
This Item 9 is not applicable.
This Item 10 is not applicable.
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 7 of 9
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of February 11, 2022.
|
|
GIC PRIVATE LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Celine Loh Sze Ling
|
|
|
Name:
|
Celine Loh Sze Ling
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
By:
|
/s/ Diane Liang Weishan
|
|
|
Name:
|
Diane Liang Weishan
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
GIC SPECIAL INVESTMENTS PRIVATE LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Chan Hoe Yin
|
|
|
Name:
|
Chan Hoe Yin
|
|
|
Title:
|
Director
|
|
|
|
|
|
SNOWLAKE INVESTMENT PTE. LTD.
|
|
|
|
|
|
|
By:
|
/s/ Matthew Lim
|
|
|
Name:
|
Matthew Lim
|
|
|
Title:
|
Director
|
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 8 of 9
|
LIST OF EXHIBITS
|
Exhibit
|
Description
|
Page
|
|
|
|
|
|
A
|
Joint Filing Agreement
|
9
|
|
CUSIP No. 579063108
|
SCHEDULE 13G
|
Page 9 of 9
|
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on
behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A Common Stock, $0.001 par value, of McAfee Corp., a Delaware corporation, and that this Agreement may be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2022.
|
|
GIC PRIVATE LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Celine Loh Sze Ling
|
|
|
Name:
|
Celine Loh Sze Ling
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
By:
|
/s/ Diane Liang Weishan
|
|
|
Name:
|
Diane Liang Weishan
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
GIC SPECIAL INVESTMENTS PRIVATE LIMITED
|
|
|
|
|
|
|
By:
|
/s/ Chan Hoe Yin
|
|
|
Name:
|
Chan Hoe Yin
|
|
|
Title:
|
Director
|
|
|
|
|
|
SNOWLAKE INVESTMENT PTE. LTD.
|
|
|
|
|
|
|
By:
|
/s/ Matthew Lim
|
|
|
Name:
|
Matthew Lim
|
|
|
Title:
|
Director
|