Is Starboard Value Getting What It Wanted From Symantec Corp (NASDAQ:SYMC)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Symantec Corporation

(Name
of Issuer)

Common Stock,
$0.01 par value per share

(Title of Class of Securities)

871503108

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18^th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

September 16, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

^* Includes 11,499,000 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.

^* Includes 8,783,095 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

^* Includes 930,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.

^* Includes 530,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.

^* Includes 530,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.

^* Includes 530,000 Shares underlying certain forward
purchase contracts exercisable within 60 days hereof.

  * Includes 11,499,000 Shares underlying
certain forward purchase contracts exercisable within 60 days hereof.

^* Includes 11,499,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

^* Includes 11,499,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

^* Includes 11,499,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

^* Includes 11,499,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

^* Includes 11,499,000 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 2 is hereby amended
to add the following:

In connection with
the Agreement defined and described in Item 4 below, Nora M. Denzel, Dale L. Fuller, Richard S. Hill and Michael G. Strachan are
no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment
No. 1. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party
to the Joint Filing Agreement defined and described in Item 6 below.

Item 4 is hereby amended
to add the following:

On September 16, 2018,
Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer
(the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”), including
the appointment of Peter A. Feld, Dale L. Fuller and Richard S. Hill as directors of the Issuer, each of whom Starboard had nominated
for election to the Board at the Issuer’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), and
certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms
of the Agreement, the Issuer agreed to immediately appoint Messrs. Feld and Fuller (collectively, the “Initial Appointees”)
to the Board. The Initial Appointees will stand for election at the 2018 Annual Meeting together with the Issuer’s other
director nominees, Greg Clark, Frank E. Dangeard, Kenneth Hao, David Humphrey, David L. Mahoney, Anita M. Sands, Daniel H. Schulman,
V. Paul Unruh and Suzanne M. Vautrinot (collectively, the “Continuing Directors”) and, if applicable, the Additional
Independent Appointee (as defined below) and the Mutual Independent Appointee (as defined below). The Issuer further agreed that,
no later than thirty (30) days following the 2018 Annual Meeting, the Board will appoint (i) Mr. Hill (the “Additional Independent
Appointee” and, together with the Initial Appointees, the “New Appointees”) as a director of the Issuer, and
(ii) one (1) additional independent director (the “Mutual Independent Appointee”) to be selected by the Board from
a mutually agreed-upon list of three (3) to five (5) Mutual Independent Appointee candidates (the “Mutual Independent Appointee
List”).  In addition, the Issuer agreed that during the period commencing with the date of the Agreement through the
date that Mr. Hill is appointed to the Board as the Additional Independent Appointee, Mr. Hill will be an observer to the Board.

The Issuer also agreed,
among other things: (i) to recommend, support and solicit proxies for the election of the Initial Appointees and, if applicable,
the Additional Independent Appointee and the Mutual Independent Appointee, at the 2018 Annual Meeting in the same manner as the
Issuer recommends, supports, and solicits proxies for the election of the Continuing Directors; (ii) to appoint Mr. Feld to the
Nominating and Governance Committee (the “Nominating Committee”) and the Compensation and Leadership Development Committee;
(iii) to appoint Mr. Fuller to the Nominating Committee; (iv) to appoint Mr. Hill to the Audit Committee; (v) that during the Standstill
Period (as defined below), each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that
may be established, shall include at least one (1) New Appointee, provided that each such New Appointee satisfies certain criteria
for appointment to any such committee(s); (vi) to use its reasonable best efforts to schedule and hold the 2018 Annual Meeting
as promptly as reasonably practicable upon finalizing and filing its financial statements with the SEC; and (vii) that senior management
will hold operating review meetings on a monthly basis to which all members of the Board (including the New Appointees) will be
invited to participate. During the Standstill Period, the Issuer also agreed that the size of the Board shall be no more than thirteen
(13) directors unless Starboard consents in writing to any proposal to increase the size of the Board or if the Issuer’s
stockholders take such actions to increase the size of the Board.

The Agreement also
provides that if any New Appointee, including any replacement(s) thereof, is unable or unwilling to serve as a director, resigns
as a director or is removed as a director prior to the expiration of the Standstill Period and at such time and at all times since
the date of the Agreement Starboard beneficially owns at least the lesser of (i) three percent (3.0%) of the Issuer’s then
outstanding Shares and (ii) 18,952,038 Shares (subject to adjustment for stock splits, reclassifications, combinations and similar
adjustments) (such lesser amount, the “Minimum Ownership Threshold”), then Starboard has the ability to recommend a
substitute person to serve on the Board (including any committee(s) or subcommittee(s), as applicable), who meets certain criteria,
in accordance with the terms of the Agreement. Additionally, if the Mutual Independent Appointee (or any replacement thereof) is
unable or unwilling to serve as a director, resigns as a director or is removed as a director prior to the expiration of the Standstill
Period and at such time and at all times since the date of the Agreement Starboard meets the Minimum Ownership Threshold, then
the Board will appoint one (1) candidate to the Board from the Mutual Independent Appointee List (as may be supplemented from time
to time by mutual agreement of Starboard and the Issuer); provided, however, in the event that Starboard initially designated the
Mutual Independent Appointee in accordance with the terms of the Agreement, then Starboard will be entitled to designate a replacement
candidate from the Mutual Independent Appointee List.

Pursuant to the terms
of the Agreement, the Issuer agreed that in the event that the 2018 Annual Meeting is not held by December 4, 2018, the Board will
accept the resignation tendered by Robert S. Miller and immediately appoint to the Board Mr. Hill as the Additional Independent
Appointee, who shall stand for election to the Board at the 2018 Annual Meeting, together with the Initial Appointees and the Continuing
Directors. The Issuer further agreed that in the event that the 2018 Annual Meeting is not held by January 4, 2019, the Board will
accept the resignation tendered by Geraldine B. Laybourne and immediately appoint to the Board the Mutual Independent Appointee,
who shall be designated by Starboard, in its sole discretion, from the Mutual Independent Appointee List and who shall stand for
election to the Board at the 2018 Annual Meeting, together with the New Appointees and the Continuing Directors.

Pursuant to the terms
of the Agreement, Starboard agreed, among other things: (i) to withdraw its nominations for the 2018 Annual Meeting and not nominate
or recommend any person for election at the 2018 Annual Meeting; (ii) not to submit any proposal for consideration at, or bring
any other business before, the 2018 Annual Meeting; (iii) not to initiate, encourage or participate in any “vote no,”
“withhold” or similar campaign with respect to the 2018 Annual Meeting; and (iv) to appear in person or by proxy at
the 2018 Annual Meeting and vote all Shares beneficially owned by Starboard (a) in favor of the Issuer’s nominees, including
the Continuing Directors, the Initial Appointees, the Additional Independent Appointee, if applicable, and the Mutual Independent
Appointee, if applicable, (b) in favor of the ratification of the appointment of KPMG LLP as the Issuer’s independent registered
public accounting firm for the 2019 fiscal year, (c) in accordance with the Board’s recommendation with respect to the
Issuer’s “say-on-pay” proposal, and (d) in accordance with the Board’s recommendation with respect
to any other Issuer proposal or stockholder proposal presented at the 2018 Annual Meeting; provided, however, that in the event
Institutional Shareholder Services Inc. (ISS) or Glass Lewis & Co., LLC (Glass Lewis) recommends otherwise with respect
to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or stockholder proposal presented at the 2018
Annual Meeting (other than proposals relating to the election of directors), Starboard shall be permitted to vote in accordance
with the ISS or Glass Lewis recommendation.

Starboard also agreed
to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (i) fifteen (15) business
days prior to the deadline for the submission of stockholder nominations for the Issuer’s 2019 annual meeting of stockholders
pursuant to the Issuer’s Bylaws or (ii) ninety (90) days prior to the first anniversary of the 2018 Annual Meeting (the “Standstill
Period”). The standstill provisions generally prohibit Starboard from taking specified actions with respect to the Issuer
and its securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group”
or becoming party to any voting arrangement or agreement; (iii) seeking or knowingly encouraging others to submit nominations for
election or removal of directors; (iv) making stockholder proposals or offers with respect to mergers, acquisitions and other business
combinations; or (v) seeking Board representation other than as provided in the Agreement.

On September 17, 2018,
the Issuer and Starboard jointly issued a mutually agreeable press release to announce their entry into the Agreement.

Item 6 is hereby amended
to add the following:

On September 16, 2018,
Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On September 17, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 1 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2
and is incorporated herein by reference.

Item 7 is hereby amended
to add the following exhibits: