Statement of Changes in Beneficial Ownership (4)

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, 2775 SAND HILL ROAD, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 5/17/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
2.00% Convertible Senior Notes due 2022	$10.23 ⁽²⁾	5/17/2020		D ⁽¹⁾			$250000000.00	⁽³⁾	⁽⁴⁾	Common Stock	24434100 ⁽⁵⁾	$472967018.89 ⁽¹⁾	$0.00	I	Held through SLP IV Star Holdings, L.P. ⁽⁶⁾⁽⁷⁾⁽⁸⁾

Explanation of Responses:
(1)	On May 17, 2020, SLP IV Star Holdings, L.P. ("Star") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $250,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") from Star for cash consideration of $472,967,018.89, which consideration includes accrued and unpaid interest through the date of settlement, as well as a portion of the cash dividend declared by the Issuer on May 14, 2020.
(2)	Represents the approximate conversion price of the 2.00% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of August 1, 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 June 12, 2016, as amended, Star was restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022.
(4)	The 2.00% Convertible Notes were scheduled to mature on August 15, 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 2.00% 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 2.00% Convertible Notes, based on the current conversion rate of 97.7364 shares of Common Stock per $1,000 principal amount of 2.00% 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 2.00% Convertible Notes.
(6)	These securities were held by Star. SLP IV Star GP, L.L.C. ("Star GP") is the general partner of Star.
(7)	Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of Star 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 Star, Star GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
(8)	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 SLP IV Seal Holdings, L.P. and SLP IV Seal II Holdings, L.P. and an additional $250,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 held by Star with an approximate conversion price of $20.41, 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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Silver Lake (Offshore) AIV GP IV, Ltd. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X
Silver Lake Technology Associates IV Cayman, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X
SLP IV Star GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X
SLP IV Star Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X
Hao Kenneth C/O SILVER LAKE 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.		5/19/2020
^**Signature of Reporting Person		Date
/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.		5/19/2020
^**Signature of Reporting Person		Date
/s/ Kenneth Y. Hao, Director of SLP IV Star GP, L.L.C.		5/19/2020
^**Signature of Reporting Person		Date
/s/ Kenneth Y. Hao, Director of SLP IV Star GP, L.L.C., general partner of SLP IV Star Holdings, L.P.		5/19/2020
^**Signature of Reporting Person		Date
/s/ Kenneth Y. Hao		5/19/2020
^**Signature of Reporting Person		Date