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
                                                                                  
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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 *

Silver Lake (Offshore) AIV GP IV, Ltd.
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 SILVER LAKE PARTNERS, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2020
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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
2.500% Convertible Senior Notes due 2022 $8.40 (2)3/5/2020  D (1)    $125000000.00   (3) (4)Common Stock 14872675 (5)$284713347.64 (1)$0.00 I Held through SLP IV Seal Holdings, L.P. (6)(8)(9)
2.500% Convertible Senior Notes due 2022 $8.40 (2)3/5/2020  D (1)    $125000000.00   (3) (4)Common Stock 14872675 (5)$284713347.64 (1)$0.00 I Held through SLP IV Seal II Holdings, L.P. (7)(8)(9)

Explanation of Responses:
(1) On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28.
(2) Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended.
(3) Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021.
(4) The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms.
(5) This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.500% Convertible Notes, based on the current conversion rate of 118.9814 shares of Common Stock per $1,000 principal amount of 2.500% Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.500% Convertible Notes.
(6) These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal.
(7) These securities are held by Seal II. SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II.
(8) Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II GP. Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") is the general partner of SLTA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and is a director of AIV GP. Each of Seal, Seal II, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
(9) Not included on this Form 4 are an additional aggregate amount of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 with an approximate conversion price of $16.77 held by Seal and Seal II and an additional $500,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 held by SLP IV Star Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction.

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person was a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Silver Lake (Offshore) AIV GP IV, Ltd.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


Silver Lake Technology Associates IV Cayman, L.P.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLP IV Seal GP, L.L.C.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLP IV Seal II GP, L.L.C.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLP IV Seal Holdings, L.P.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLP IV Seal II Holdings, L.P.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


Hao Kenneth
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X



Signatures
/s/ Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP IV, Ltd.3/9/2020
**Signature of Reporting PersonDate

/s/ Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P.3/9/2020
**Signature of Reporting PersonDate

/s/ Kenneth Y. Hao, Director of SLP IV Seal GP, L.L.C.3/9/2020
**Signature of Reporting PersonDate

/s/ Kenneth Y. Hao, Director of SLP IV Seal II GP, L.L.C.3/9/2020
**Signature of Reporting PersonDate

/s/ Kenneth Y. Hao, Director of SLP IV Seal GP, L.L.C., general partner of SLP IV Seal Holdings, L.P.3/9/2020
**Signature of Reporting PersonDate

/s/ Kenneth Y. Hao, Director of SLP IV Seal II GP, L.L.C., general partner of SLP IV Seal II Holdings, L.P.3/9/2020
**Signature of Reporting PersonDate

/s/ Kenneth Y. Hao3/9/2020
**Signature of Reporting PersonDate

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