4//SEC Filing
BONDERMAN DAVID 4
Accession 0001387131-21-009476
CIK 0001783317other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 4:40 PM ET
Size
16.7 KB
Accession
0001387131-21-009476
Insider Transaction Report
Form 4
McAfee Corp.MCFE
Transactions
- Conversion
Class A Common Stock
2021-09-14+59,097→ 66,646,226 total(indirect: See Explanation of Responses) - Conversion
Class A Unit and Class B Common Stock
2021-09-14−59,097→ 57,874,536 total(indirect: See Explanation of Responses)→ Class A Common Stock (59,097 underlying) - Sale
Class A Common Stock
2021-09-14$21.71/sh−6,473,440$140,554,566→ 60,172,786 total(indirect: See Explanation of Responses)
Footnotes (7)
- [F1]David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole (i) member of TPG Holdings II-A, LLC and (ii) shareholder of TPG Holdings III-A, Inc
- [F2]TPG Holdings II-A, LLC is the general partner of TPG Holdings II, L.P., which is the general partner of TPG VII Manta GenPar Advisors, LLC, which is the general partner of TPG VII Manta GenPar, L.P., which is the general partner of each of (i) TPG VII Manta Blocker Co-Invest I, L.P. ("TPG Co-Invest"), which directly holds 26,214,824 shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer"), (ii) TPG VII Manta AIV I, L.P. ("TPG AIV I"), which directly holds 28,902,290 Class A Shares, (iii) TPG VII Manta AIV Co-Invest, L.P. ("TPG AIV Co-Invest"), which directly holds 3,964,886 Class A units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B common stock ("Class B Shares") of the Issuer, and (iv) TPG VII Manta Holdings II, L.P. ("TPG Manta Holdings II"), which directly holds 53,909,650 Common Units and an equal number of Class B Shares.
- [F3]TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG GenPar VII SBS SA I Advisors, LLC, which is the general partner of TPG GenPar VII SBS SA I, L.P., which is the general partner of TPG VII Side-by-Side Separate Account I, L.P. (together with TPG Co-Invest, TPG AIV I, TPG AIV Co-Invest and TPG Manta Holdings II, the "TPG Funds"), which directly holds 5,055,672 Class A Shares.
- [F4]Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each of TPG AIV Co-Invest and TPG Manta Holdings II may exchange all or a portion of its Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
- [F5]On September 14, 2021, TPG AIV Co-Invest and TPG Manta Holdings II exchanged 4,049 Common Units and 55,048 Common Units, respectively (together with an equal number of Class B Shares), for Class A Shares on a one-for-one basis.
- [F6]Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
- [F7]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Issuer
McAfee Corp.
CIK 0001783317
Entity typeother
Related Parties
1- filerCIK 0000860866
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 4:40 PM ET
- Size
- 16.7 KB