FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Humphrey David
2. Issuer Name and Ticker or Trading Symbol

NortonLifeLock Inc. [ NLOK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BAIN CAPITAL INVESTORS, LLC, 200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/9/2020
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2.000% Convertible Senior Notes due 2021 $20.41 (9)1/9/2020  D (4)(5)    734431000   (6) (7)Common Stock 35976836 (8) (4)(5)$0.00 I See footnotes (1)(2)
2.000% Convertible Senior Notes due 2022 $20.41 (12)(13)(14)1/9/2020  A (4)(5)  367215500     (10) (11)Common Stock 17988418 (12)(13)(14) (4)(5)$367215500.00 I See footnotes (3)(2)
2.000% Convertible Senior Notes due 2021 $10.23 (12)(13)(14)1/9/2020  A (4)(5)  367215500     (10) (11)Common Stock 35890321 (12)(13) (4)(5)$367215500.00 I See footnotes (3)(2)

Explanation of Responses:
(1) Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2021 (the "Convertible Notes") of NortonLifeLock Inc. (formerly Symantec Corp.) (the "Issuer") held directly by BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities").
(2) The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3) Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2022 (the "Amended Convertible Notes") of the Issuer held directly by the Bain Capital Entities.
(4) On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020.
(5) The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share.
(6) In accordance with an investment agreement, dated as of June 12, 2016, the Bain Capital Entities were restricted from converting the Convertible Notes prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions.
(7) The Convertible Notes originally matured on August 15, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms.
(8) Upon conversion of the Convertible Notes, the Issuer was to deliver, at its election, cash, shares of 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 Convertible Notes if the Issuer elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate was 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 August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.
(9) The initial conversion rate of 48.9860 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $20.41 per share of Common Stock.
(10) In accordance with an amended investment agreement, dated as of November 11, 2019, the Bain Capital Entities are restricted from converting the Amended Convertible Notes prior to the date that is six months prior to their maturity date. Restriction does not, however, apply to a transferee in a "Permitted Transfer" as defined in such amended investment agreement. or to a conversion of Amended Convertible Notes following the occurrence or notice of a "Fundamental Change" as defined in the terms of the Amended Convertible Notes.
(11) The Amended Convertible Notes mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms.
(12) Upon conversion of the Amended Convertible Notes, the Issuer is required to deliver, at its election, cash, shares of 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 Amended Convertible Notes, assuming 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 initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The current conversion rate of 48.9860 per $1,000 principal amount of Amended Convertible Notes is equivalent to a current conversion price of approximately $20.41 per share of Common Stock. With respect to one half of the aggregate principal amount of the Amended Convertible Notes, the payment of the special dividend will be paid to holders in cash,
(13) (Continued from footnote 12) on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half, the then current conversion rate will automatically adjust following the payment of the special dividend as provided by the indenture governing such notes. The conversion rates are subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the Amended Convertible Notes.
(14) Based on the current conversion rate of 48.9860, it is estimated that the automatic adjustment for the special dividend on the payment date for the special dividend will result in a conversion rate of approximately 97.7364 shares of Common Stock per $1,000 principal amount of Amended Convertible Notes, which is equivalent to a conversion price of approximately $10.23 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Humphrey David
C/O BAIN CAPITAL INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X



Signatures
/s/ David Humphrey1/10/2020
**Signature of Reporting PersonDate

Symantec (NASDAQ:SYMC)
Historical Stock Chart
From May 2020 to Jun 2020 Click Here for more Symantec Charts.
Symantec (NASDAQ:SYMC)
Historical Stock Chart
From Jun 2019 to Jun 2020 Click Here for more Symantec Charts.