Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211513
350 Ellis Street
Mountain View, California 94043
Prospectus Supplement No. 5
(to Prospectus dated July 26, 2019)
This Prospectus Supplement No. 5 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. 5 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 30, 2019
(the Current Report). Accordingly, we have attached the Current Report to this Prospectus Supplement No. 5.
The Prospectus and this Prospectus Supplement
No. 5 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. 5 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. 5 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.
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
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. 5
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 30, 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.
On August 30,
2019, Symantec Corporation (the “Company”) and Richard S. Hill, the Company’s Interim President
and Chief Executive Officer, entered into a transition services agreement (the “Transition Services Agreement”)
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”). The Transition Services Agreement provides that Mr. Hill will resign from his role as Interim
President and Chief Executive Officer following the closing (the “Closing”) of the Asset Sale Transaction
at such time as determined by the Board (but not later than December 31, 2019) (the “Resignation Date”).
Mr. Hill will continue to serve as the Company’s Interim President and Chief Executive Officer through the Resignation
Date. The Company has initiated a search to identify a new President and Chief Executive Officer. Mr. Hill will remain on the Company’s
Board through the date of the Company’s next annual meeting of shareholders (the “Annual Meeting”)
and thereafter if nominated by the Board and elected by shareholders.
to the Transition Services Agreement for transition services through the Resignation Date (the “Hill Transition
Period”), Mr. Hill will receive his base salary as currently in effect, his special monthly stipend as set
forth in his current employment agreement and continue to be eligible to participate in the Company’s benefit programs.
Under the Transition Services Agreement, following his Resignation Date, Mr. Hill’s participation in the
Company’s FY20 Executive Annual Incentive Plan (the “FY20 EAIP”) will be terminated but he
will receive his annual bonus for FY20 at a target level of $1,500,000, pro-rated through December 31, 2019 (or
later termination of employment) subject to Mr. Hill’s execution of a release of claims. In addition, Mr.
Hill’s restricted stock unit awards granted on May 24, 2019 (the “Hill RSUs”) will continue
to vest through and following the Resignation Date for so long as Mr. Hill continues to serve on the Board. The Hill RSUs
will accelerate and vest as to 100% if Mr. Hill’s employment with the Company is terminated other than for cause and
Mr. Hill is requested to resign from the Board or is not nominated or elected at the Annual Meeting.
the Transition Services Agreement, the Company and Mr. Hill further agreed to amend the exercisability and vesting provisions
of Mr. Hill’s stock option granted on May 24, 2019 (the “Hill Option”). The Hill Option will
be exercisable through May 24, 2022 and will vest as follows: (a) 650,000 shares subject to the Hill Option will vest and
become exercisable upon the Closing or an earlier change in control of the Company, provided Mr. Hill is employed through the
end of the Hill Transition Period or Mr. Hill’s employment is terminated other than for cause prior to the end of the
Hill Transition Period; (b) up to 975,000 additional shares subject to the Hill Option will vest and become exercisable
provided Mr. Hill is employed through the end of the Hill Transition Period, or Mr. Hill’s employment is terminated
other than for cause prior to the end of the Hill Transition Period, but only 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 during the period from July 1, 2020 through
December 31, 2010 in all cases subject to a release of claims. Any portion of the Hill Option that does not vest or
become exercisable or is not otherwise exercisable as set forth above shall terminate and be forfeited.
The foregoing description of the Transition
Services Agreement is qualified in its entirety by reference to the full text of the Transition Services Agreement, which will
be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending October 4,
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 30, 2019
/s/ Scott C. Taylor
Scott C. Taylor
Executive Vice President, General Counsel and Secretary