Statement of Changes in Beneficial Ownership (4)
June 09 2020 - 5:52PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
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Feld Peter A |
2. Issuer Name and Ticker or Trading Symbol
NortonLifeLock Inc.
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NLOK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
777 THIRD AVENUE, 18TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2020 |
(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.01 Par Value | 6/8/2020 | | X | | 7711005 | A | $14.99 (9) | 7712005 | I | By Starboard Value and Opportunity Master Fund Ltd (1) |
Common Stock, $0.01 Par Value | 6/8/2020 | | X | | 606033 | A | $14.99 (9) | 606033 | I | By Starboard Leaders Tango LLC (4) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 3861418 | D | $20.97 | 3850587 | I | By Starboard Value and Opportunity Master Fund Ltd (1) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 608250 | D | $20.97 | 1824750 | I | By Starboard Value and Opportunity S LLC (2) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 348651 | D | $20.97 | 1045955 | I | By Starboard Value and Opportunity C LP (3) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 303461 | D | $20.97 | 302572 | I | By Starboard Leaders Tango LLC (4) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 407349 | D | $20.97 | 1222049 | I | By Starboard Leaders Select VI LP (5) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 336178 | D | $20.97 | 1008537 | I | By Starboard Value and Opportunity Master Fund L LP (6) |
Common Stock, $0.01 Par Value | 6/8/2020 | | S | | 5034888 | D | $20.97 | 14830484 | I | By Managed Accounts of Starboard Value LP (7) |
Common Stock, $0.01 Par Value | | | | | | | | 40008 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Call Option (right to buy) | $14.99 (9) | 6/8/2020 | | X | | | 7711005 | 12/5/2019 | 12/11/2020 | Common Stock, $0.01 Par Value | 7711005 | $0 | 7733667 | I | By Starboard Value and Opportunity Master Fund Ltd (1) |
Call Option (right to buy) | $14.99 (9) | 6/8/2020 | | X | | | 606033 | 12/5/2019 | 12/11/2020 | Common Stock, $0.01 Par Value | 606033 | $0 | 607814 | I | By Starboard Leaders Tango LLC (4) |
Put Option (obligation to buy) | $12.09 (10) | | | | | | | 12/5/2019 | 12/11/2020 | Common Stock, $0.01 Par Value | 15444672 | | 15444672 | I | By Starboard Value and Opportunity Master Fund Ltd (1) |
Put Option (obligation to buy) | $12.09 (10) | | | | | | | 12/5/2019 | 12/11/2020 | Common Stock, $0.01 Par Value | 1213847 | | 1213847 | I | By Starboard Leaders Tango LLC (4) |
Forward Purchase Contract | (8) | | | | | | | (8) | 2/16/2021 | Common Stock, $0.01 Par Value | 274186 | | 1 | I | By Managed Accounts of Starboard Value LP (7) |
Explanation of Responses: |
(1) | Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(2) | Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(3) | Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(4) | Securities owned directly by Starboard Leaders Tango LLC ("Starboard Tango LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Tango LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Tango LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(5) | Securities owned directly by Starboard Leaders Select VI LP ("Starboard Select VI LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Select VI LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Select VI LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(6) | Securities owned directly by Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard L Master, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard L Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(7) | Securities held in certain accounts managed by Starboard Value LP (the "Starboard Value LP Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Starboard Value LP Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(8) | Starboard Value LP through one of the Starboard Value LP Accounts entered into a forward purchase contract providing for the purchase of 274,186 Shares (the "Forward Contract"). The Forward Contract has a final valuation date of February 16, 2021, however, Starboard Value LP has the ability to elect early settlement after serving notice to the counter party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contract provides for physical settlement. Until the settlement date, the Forward Contract does not give Starboard Value LP voting or dispositive control over the Shares to which the contract relates. |
(9) | These call options initially had an exercise price of $26.99 per share of Common Stock, $0.01 par value (the "Common Stock"), however, pursuant to the terms of such call options, the exercise price was subsequently adjusted to $14.99 per share of Common Stock in connection with the special dividend that was declared by the Issuer. |
(10) | These put options initially had an exercise price of $24.09 per share of Common Stock, however, pursuant to the terms of such put options, the exercise price was subsequently adjusted to $12.09 per share of Common Stock in connection with the special dividend that was declared by the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Feld Peter A 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY 10017 | X |
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Signatures
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/s/ Peter A. Feld | | 6/9/2020 |
**Signature of Reporting Person | Date |
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