|
CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
2 of 11
|
|
1
|
NAME
OF REPORTING PERSON
TPG
GP A, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
117,501,906 (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
117,501,906 (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,501,906 (1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9% (2)
|
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
(1)
Includes (i) 59,894,768 shares of Class A Common Stock (as defined below) and (ii) 57,607,138 shares of Class A Common
Stock issuable upon the exchange of 57,607,138 Common Units (as defined below) (together with an equal number of shares of Class
B Common Stock (as defined below)).
(2)
The calculation assumes that there is a total of 240,265,633 shares of Class A Common Stock outstanding, which is the sum of (i) the
182,658,495 shares of Class A Common Stock outstanding as of November 2, 2021, as reported on Quarterly Report on Form 10-Q
filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on November 9,
2021, and (ii) the 57,607,138 shares of Class A Common Stock issuable upon the exchange of the 57,607,138 Common Units (together
with an equal number of shares of Class B Common Stock) reported herein.
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CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
3 of 11
|
|
1
|
NAME
OF REPORTING PERSON
David
Bonderman
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
117,501,906 (3)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
117,501,906 (3)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,501,906 (3)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9% (4)
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
(3)
Includes (i) 59,894,768 shares of Class A Common Stock and (ii) 57,607,138 shares of Class A Common Stock issuable upon
the exchange of 57,607,138 Common Units (together with an equal number of shares of Class B Common Stock).
(4)
The calculation assumes that there is a total of 240,265,633 shares of Class A Common Stock outstanding, which is the sum of (i) the
182,658,495 shares of Class A Common Stock outstanding as of November 2, 2021, as reported on Quarterly Report on Form 10-Q
filed by the Issuer with the Commission on November 9, 2021, and (ii) the 57,607,138 shares of Class A Common Stock
issuable upon the exchange of the 57,607,138 Common Units (together with an equal number of shares of Class B Common Stock) reported
herein.
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CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
4 of 11
|
|
1
|
NAME
OF REPORTING PERSON
James
G. Coulter
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
117,501,906 (5)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
117,501,906 (5)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,501,906 (5)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9% (6)
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
(5)
Includes (i) 59,894,768 shares of Class A Common Stock and (ii) 57,607,138 shares of Class A Common Stock issuable upon
the exchange of 57,607,138 Common Units (together with an equal number of shares of Class B Common Stock).
(6)
The calculation assumes that there is a total of 240,265,633 shares of Class A Common Stock outstanding, which is the sum of (i) the
182,658,495 shares of Class A Common Stock outstanding as of November 2, 2021, as reported on Quarterly Report on Form 10-Q
filed by the Issuer with the Commission on November 9, 2021, and (ii) the 57,607,138 shares of Class A Common Stock
issuable upon the exchange of the 57,607,138 Common Units (together with an equal number of shares of Class B Common Stock) reported
herein.
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CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
5 of 11
|
|
1
|
NAME
OF REPORTING PERSON
Jon
Winkelried
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
117,501,906 (7)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
117,501,906 (7)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,501,906 (7)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.9% (8)
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
(7)
Includes (i) 59,894,768 shares of Class A Common Stock and (ii) 57,607,138 shares of Class A Common Stock issuable upon
the exchange of 57,607,138 Common Units (together with an equal number of shares of Class B Common Stock).
(8)
The calculation assumes that there is a total of 240,265,633 shares of Class A Common Stock outstanding, which is the sum of (i) the
182,658,495 shares of Class A Common Stock outstanding as of November 2, 2021, as reported on Quarterly Report on Form 10-Q
filed by the Issuer with the Commission on November 9, 2021, and (ii) the 57,607,138 shares of Class A Common Stock
issuable upon the exchange of the 57,607,138 Common Units (together with an equal number of shares of Class B Common Stock) reported
herein.
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CUSIP
No. 579063108
|
SCHEDULE
13G
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Page
6 of 11
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|
Item
1(a).
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Name
of Issuer:
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McAfee
Corp. (the “Issuer”)
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Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
6220
America Center Drive
San
Jose, California 95002
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Item
2(a).
|
Name
of Person Filing:
|
This
Amendment No. 1 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company (“TPG GP
A”), David Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person” and, together,
the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance
with Rule 13d-1(k)(1) under the Act.
TPG
GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which holds 100% of the shares of Class B common stock
(which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the
controlling shareholder of TPG GPCo, Inc., a Delaware corporation, which is the sole (i) member of TPG Holdings II-A, LLC, a Delaware
limited liability company, and (ii) shareholder of TPG Holdings III-A, Inc., a Cayman Islands exempted company.
TPG
Holdings II-A, LLC is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member
of TPG VII Manta GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG VII Manta GenPar,
L.P., a Delaware limited partnership,, which is the general partner of each of (i) TPG VII Manta Blocker Co-Invest I, L.P., a
Delaware limited partnership (“TPG Co-Invest”), which directly holds 26,093,703 shares of Class A Common Stock,
(ii) TPG VII Manta AIV I, L.P., a Delaware limited partnership (“TPG AIV I”), which directly holds 28,768,752 shares
of Class A Common Stock, (iii) TPG VII Manta AIV Co-Invest, L.P., a Delaware limited partnership (“TPG AIV Co-Invest”),
which directly holds 3,946,567 Class A units (“Common Units”) of Foundation Technology Worldwide LLC and an equal
number of shares of Class B common stock (“Class B Common Stock”) of the Issuer, and (iv) TPG VII Manta Holdings
II, L.P., a Delaware limited partnership (“TPG Manta Holdings II”), which directly 53,660,571 Common Units
and an equal number of shares of Class B Common Stock.
TPG
Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., a Cayman Islands limited partnership, which is the general
partner of TPG Operating Group III, L.P., a Delaware limited partnership, which is the sole member of TPG GenPar VII SBS SA I
Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar VII SBS SA I, L.P., a Delaware
limited partnership, which is the general partner of TPG VII Side-by-Side Separate Account I, L.P. (“TPG Side-by-Side”
and together with TPG Co-Invest, TPG AIV I, TPG AIV Co-Invest and TPG Manta Holdings II, the “TPG Funds”),
which directly holds 5,032,313 shares of Class A Common Stock.
Pursuant
to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each
of TPG AIV Co-Invest and TPG Manta Holdings II may exchange all or a portion of its Common Units (together with an equal number
of shares of Class B Common Stock) for shares of Class A Common Stock 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 shares of Class A Common Stock).
Because
of TPG GP A’s relationship to the TPG Funds, TPG GP A may be deemed to be the beneficial owners of the securities held by
the TPG Funds. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of
Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to be the
beneficial owners of the securities held by the TPG Funds. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership
of such shares of Common Stock except to the extent of their pecuniary interest therein.
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CUSIP
No. 579063108
|
SCHEDULE
13G
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Page
7 of 11
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
|
The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Inc.
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
See
response to Item 4 of each of the cover pages.
|
Item
2(d).
|
Titles
of Classes of Securities:
|
Class
A Common Stock, $0.001 par value per share (“Class A Common Stock”)
579063108
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check
Whether the Person Filing is a(n):
|
|
|
(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
|
(b)
|
☐ Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
|
(c)
|
☐ Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
|
(d)
|
☐ Investment
company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
|
|
|
(e)
|
☐ Investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
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(f)
|
☐ Employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
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(g)
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☐ Parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
☐ Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
|
(i)
|
☐ Church plan that is
excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
8 of 11
|
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(j)
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☐ Non-U.S. institution
in accordance with §240. 13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
☐ Group
in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
|
|
Item
4.
|
Ownership
|
|
|
|
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
|
See
responses to Item 9 on each cover page.
|
|
|
(b)
|
Percent
of Class:
|
|
|
|
See
responses to Item 11 on each cover page.
|
|
|
(c)
|
Number of
shares as to which such person has:
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page.
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
|
|
|
|
|
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company.
|
See
response to Item 2(a) above.
|
CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
9 of 11
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
The
TPG Funds entered into a Stockholders Agreement, dated as of October 21, 2020 with certain other holders (the “Holders”)
of shares of Class A Common Stock and Common Units (together with an equal number of shares of Class B Common Stock). Pursuant
to the Stockholders Agreement, the TPG Funds and the Holders have agreed to, among other things, vote their shares of Class A
Common Stock and Class B Common Stock to elect members of the Board of Directors of the Issuer as set forth therein.
Because
of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may
be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Class A Common Stock beneficially owned by
the TPG Funds and the Holders and/or to constitute a “group” with the Holders. Each Reporting Person and each TPG
Fund disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by the Holders, except to the extent
of its pecuniary interest therein, if any.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Not
Applicable.
|
CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
10 of 11
|
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.
Dated:
February 11, 2022
|
|
TPG
GP A, LLC
|
|
|
|
|
|
By:
|
/s/
Bradford
Berenson
|
|
|
Name:
|
Bradford
Berenson
|
|
|
Title:
|
General
Counsel
|
|
|
|
|
|
|
David
Bonderman
|
|
|
|
|
|
By:
|
/s/
Gerald
Neugebauer
|
|
|
Name:
|
Gerald
Neugebauer, on behalf of David Bonderman (9)
|
|
|
|
|
|
|
James
G. Coulter
|
|
|
|
|
|
By:
|
/s/
Gerald
Neugebauer
|
|
|
Name:
|
Gerald
Neugebauer, on behalf of James G. Coulter (10)
|
|
|
|
|
|
|
Jon Winkelried
|
|
|
|
|
|
|
By:
|
/s/
Gerald
Neugebauer
|
|
|
Name:
|
Gerald Neugebauer, on behalf of Jon Winkelried (11)
|
(9)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020
(SEC File No. 001-38156).
(10)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC
File No. 001-38156).
(11)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on October 22, 2020 (SEC
File No. 001-39651).
|
CUSIP
No. 579063108
|
SCHEDULE
13G
|
Page
11 of 11
|
Exhibit
Index
|
Exhibit 1
|
Agreement of Joint Filing
as required by Rule 13d-1(k)(1) under the Act.*
|
*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG
Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter,
Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1to Amendment
No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect
to the shares of common stock of Allogene Therapeutics, Inc.