Filing Details

Accession Number:
0001387131-21-010017
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-10-14 16:50:51
Reporting Period:
2021-10-12
Accepted Time:
2021-10-14 16:50:51
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1783317 Mcafee Corp. MCFE () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
860866 David Bonderman C/O Tpg Global, Llc
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
1099776 G James Coulter C/O Tpg Global, Llc
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
1495741 Tpg Group Holdings (Sbs) Advisors, Inc. C/O Tpg Global, Llc
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2021-10-12 267,398 $0.00 60,440,184 No 4 C Indirect See Explanation of Responses
Class A Common Stock Disposition 2021-10-12 545,416 $21.71 59,894,768 No 4 S Indirect See Explanation of Responses
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Explanation of Responses
No 4 S Indirect See Explanation of Responses
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class A Unit and Class B Common Stock Disposition 2021-10-12 267,398 $0.00 267,398 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
57,607,138 No 4 C Indirect
Footnotes
  1. David Bonderman and James G. Coulter are controlling 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.
  2. 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 26,093,703 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 28,768,752 Class A Shares, (iii) TPG VII Manta AIV Co-Invest, L.P. ("TPG AIV Co-Invest"), which directly holds 3,946,567 Class A units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B common stock ("Class B Shares").
  3. 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 5,032,313 Class A Shares.
  4. 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).
  5. On October 12, 2021, TPG AIV Co-Invest and TPG Manta Holdings II exchanged 18,319 Common Units and 249,079 Common Units, respectively (together with an equal number of Class B Shares), for Class A Shares on a one-for-one basis.
  6. 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.
  7. 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.