Last 12 months
Inside the activity.
2 purchase rows · 10 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 1 | 0 |
| Dec 2025 | 0 | 1 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 1 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 1 | 1 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 6 |
| Sep 2026 | 0 | 1 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| July 10, 2020 Filed Jul 14, 2020 20:30 UTC | GrantCommon Stock | 36,789 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-042364 · doc4.xml · nonDerivative · entry 1 Brown Matthew Charles · CIK 0001766979 · CAO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 114,675 F1 · shares: Represents shares that are issuable pursuant to restricted stock units. 33% vests on June 1, 2021, 33% vests on June 1, 2022, and 34% vests on June 1, 2023. Read SEC document |
|
| July 01, 2020 Filed Dec 15, 2020 23:58 UTC |
Feld Peter ADirector
|
OtherCommon Stock, $0.01 Par Value | 714,747 | $19.83 | $14,173,433.01 |
DisclosureSEC source: 0000921895-20-003254 · form406297244_12152020.xml · nonDerivative · entry 2 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value X Master Fund Ltd Disclosed balance after: 714,747 F7 · ownership.nature: Securities beneficially owned by Starboard Value X Master Fund Ltd ("Starboard X 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 X 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 X 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. Read SEC document |
| July 01, 2020 Filed Dec 15, 2020 23:58 UTC |
Feld Peter ADirector
|
OtherCommon Stock, $0.01 Par Value | 714,747 | $19.83 | $14,173,433.01 |
DisclosureSEC source: 0000921895-20-003254 · form406297244_12152020.xml · nonDerivative · entry 1 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd Disclosed balance after: 3,135,840 F1 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
OtherCall Option (right to buy) · Derivative | 606,033 | $0.00 Strike: $14.99 | $0.00 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · derivative · entry 12 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Leaders Tango LLC Disclosed balance after: 607,814 Underlying: Common Stock, $0.01 Par Value · 606,033 shares Expires 2020-12-11 F9 · derivative.exercise_price: 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. F4 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
OtherCall Option (right to buy) · Derivative | 7,711,005 | $0.00 Strike: $14.99 | $0.00 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · derivative · entry 11 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd Disclosed balance after: 7,733,667 Underlying: Common Stock, $0.01 Par Value · 7,711,005 shares Expires 2020-12-11 F9 · derivative.exercise_price: 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. F1 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 5,034,888 | $20.97 | $105,581,601.36 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 9 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Managed Accounts of Starboard Value LP Disclosed balance after: 14,830,484 F7 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 336,178 | $20.97 | $7,049,652.66 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 8 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity Master Fund L LP Disclosed balance after: 1,008,537 F6 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 407,349 | $20.97 | $8,542,108.53 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 7 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Leaders Select VI LP Disclosed balance after: 1,222,049 F5 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 303,461 | $20.97 | $6,363,577.17 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 6 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Leaders Tango LLC Disclosed balance after: 302,572 F4 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 348,651 | $20.97 | $7,311,211.47 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 5 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity C LP Disclosed balance after: 1,045,955 F3 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 608,250 | $20.97 | $12,755,002.50 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 4 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity S LLC Disclosed balance after: 1,824,750 F2 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
SaleCommon Stock, $0.01 Par Value | 3,861,418 | $20.97 | $80,973,935.46 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 3 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd Disclosed balance after: 3,850,587 F1 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
OtherCommon Stock, $0.01 Par Value | 606,033 | $14.99 | $9,084,434.67 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 2 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Leaders Tango LLC Disclosed balance after: 606,033 F9 · price: 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. F4 · ownership.nature: 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. Read SEC document |
| June 08, 2020 Filed Jun 9, 2020 21:51 UTC |
Feld Peter ADirector
|
OtherCommon Stock, $0.01 Par Value | 7,711,005 | $14.99 | $115,587,964.95 |
DisclosureSEC source: 0000921895-20-001738 · form406297244_06092020.xml · nonDerivative · entry 1 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd Disclosed balance after: 7,712,005 F9 · price: 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. F1 · ownership.nature: 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. Read SEC document |
| June 03, 2020 Filed Jun 4, 2020 20:32 UTC |
Kapuria SamirPresident
|
SaleCommon Stock | 67,926 | $20.84 | $1,415,591.43 |
DisclosureSEC source: 0001209191-20-034439 · doc4.xml · nonDerivative · entry 1 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 263,270 F1 · kind: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 21, 2020. F2 · shares: Represents the aggregate of sales effected on the same day at different prices pursuant to the plan in footnote (1). F3 · price: Represents the weighted average sales price per share. The shares sold at prices ranging from $20.53 to $21.24 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. Read SEC document |
| June 01, 2020 Filed Jun 2, 2020 20:36 UTC |
Kapuria SamirPresident
|
Exercise / conversionPerformance-based Restricted Stock Units · Derivative | 45,040 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-033556 · doc4.xml · derivative · entry 5 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 45,040 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: On July 10, 2018, the Reporting Person was granted PRUs with a target of 238,242 shares. The PRU provides that, depending on the Issuer's achievement of the performance criteria for fiscal 2019, 0% to 200% of the target shares will be eligible to be earned at the end of fiscal 2019 (the "Grant 1 Eligible Shares"), subject to certain further adjustments, provided that the Reporting Person is employed by the Issuer through March 29, 2019 and April 3, 2020, as described herein. The performance criterion was satisfied, resulting in 112,606 shares becoming Grant 1 Eligible Shares for fiscal 2019. 67,566 vested on March 29, 2019. Additionally, 45,040 shares vested on April 3, 2020. Prior Form 4 incorrectly reported 90,086 shares would vest on April 3, 2020. F3 · derivative.exercise_date: On July 10, 2018, the Reporting Person was granted PRUs with a target of 238,242 shares. The PRU provides that, depending on the Issuer's achievement of the performance criteria for fiscal 2019, 0% to 200% of the target shares will be eligible to be earned at the end of fiscal 2019 (the "Grant 1 Eligible Shares"), subject to certain further adjustments, provided that the Reporting Person is employed by the Issuer through March 29, 2019 and April 3, 2020, as described herein. The performance criterion was satisfied, resulting in 112,606 shares becoming Grant 1 Eligible Shares for fiscal 2019. 67,566 vested on March 29, 2019. Additionally, 45,040 shares vested on April 3, 2020. Prior Form 4 incorrectly reported 90,086 shares would vest on April 3, 2020. F3 · derivative.expiration_date: On July 10, 2018, the Reporting Person was granted PRUs with a target of 238,242 shares. The PRU provides that, depending on the Issuer's achievement of the performance criteria for fiscal 2019, 0% to 200% of the target shares will be eligible to be earned at the end of fiscal 2019 (the "Grant 1 Eligible Shares"), subject to certain further adjustments, provided that the Reporting Person is employed by the Issuer through March 29, 2019 and April 3, 2020, as described herein. The performance criterion was satisfied, resulting in 112,606 shares becoming Grant 1 Eligible Shares for fiscal 2019. 67,566 vested on March 29, 2019. Additionally, 45,040 shares vested on April 3, 2020. Prior Form 4 incorrectly reported 90,086 shares would vest on April 3, 2020. F3 · balance_after: On July 10, 2018, the Reporting Person was granted PRUs with a target of 238,242 shares. The PRU provides that, depending on the Issuer's achievement of the performance criteria for fiscal 2019, 0% to 200% of the target shares will be eligible to be earned at the end of fiscal 2019 (the "Grant 1 Eligible Shares"), subject to certain further adjustments, provided that the Reporting Person is employed by the Issuer through March 29, 2019 and April 3, 2020, as described herein. The performance criterion was satisfied, resulting in 112,606 shares becoming Grant 1 Eligible Shares for fiscal 2019. 67,566 vested on March 29, 2019. Additionally, 45,040 shares vested on April 3, 2020. Prior Form 4 incorrectly reported 90,086 shares would vest on April 3, 2020. Read SEC document |
| June 01, 2020 Filed Jun 2, 2020 20:36 UTC |
Kapuria SamirPresident
|
Exercise / conversionPerformance-based Restricted Stock Units · Derivative | 13,914 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-033556 · doc4.xml · derivative · entry 4 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 13,914 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. F2 · derivative.exercise_date: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. F2 · derivative.expiration_date: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. F2 · balance_after: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. Read SEC document |
| June 01, 2020 Filed Jun 2, 2020 20:36 UTC |
Kapuria SamirPresident
|
GrantPerformance-based Restricted Stock Units · Derivative | 7,624 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-033556 · doc4.xml · derivative · entry 3 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,914 Underlying: Common Stock · 7,624 shares Expires not disclosed F2 · derivative.exercise_price: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. F2 · derivative.exercise_date: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. F2 · derivative.expiration_date: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. F2 · balance_after: On June 9, 2017, the Reporting Person was granted PRUs with a target of 24,909 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 1 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares ("Grant 2 Eligible Shares") as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 6,290 shares becoming Grant 1 Eligible Shares and were earned by the Reporting Person. The performance criterion for fiscal 2020 was partially satisfied resulting in an additional 7,624 shares becoming Grant 2 Eligible Shares, giving a total of 13,914 shares earned by the Reporting Person. Read SEC document |
| June 01, 2020 Filed Jun 2, 2020 20:36 UTC |
Kapuria SamirPresident
|
Tax withholdingCommon Stock | 19,239 | $21.71 | $417,678.69 |
DisclosureSEC source: 0001209191-20-033556 · doc4.xml · nonDerivative · entry 2 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 331,196 F1 · shares: Shares withheld by NortonLifeLock to satisfy tax withholding requirements on vesting of performance-based restricted stock units (PRUs). No shares were sold. Read SEC document |
| June 01, 2020 Filed Jun 2, 2020 20:36 UTC |
Kapuria SamirPresident
|
Exercise / conversionCommon Stock | 58,954 | $21.71 | $1,279,891.34 |
DisclosureSEC source: 0001209191-20-033556 · doc4.xml · nonDerivative · entry 1 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 350,435 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| June 01, 2020 Filed Jun 2, 2020 20:35 UTC |
Brown Matthew CharlesInterim Vice President, CFO
|
Tax withholdingCommon Stock | 6,350 | $21.71 | $137,858.50 |
DisclosureSEC source: 0001209191-20-033550 · doc4.xml · nonDerivative · entry 3 Brown Matthew Charles · CIK 0001766979 · Interim Vice President, CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 77,886 F2 · shares: Shares withheld by NortonLifeLock to satisfy tax withholding requirements on vesting of restricted stock units. No shares were sold. Read SEC document |
| May 20, 2020 Filed May 21, 2020 20:36 UTC |
Kapuria SamirPresident
|
SaleCommon Stock | 45,162 | $20.61 | $930,937.85 |
DisclosureSEC source: 0001209191-20-031297 · doc4.xml · nonDerivative · entry 1 Kapuria Samir · CIK 0001737331 · President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 291,481 F1 · kind: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 21, 2020. F2 · shares: Represents the aggregate of sales effected on the same day at different prices pursuant to the plan in footnote (1). F3 · price: Represents the weighted average sales price per share. The shares sold at prices ranging from $20.26 to $20.845 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. Read SEC document |
| May 19, 2020 Filed May 20, 2020 21:32 UTC |
Feld Peter ADirector
|
GrantCommon Stock, $0.01 Par Value | 2,471 | $20.23 | $49,988.33 |
DisclosureSEC source: 0000921895-20-001546 · form406297244_05202020.xml · nonDerivative · entry 2 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 40,008 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| May 19, 2020 Filed May 20, 2020 21:32 UTC |
Feld Peter ADirector
|
GrantCommon Stock, $0.01 Par Value | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0000921895-20-001546 · form406297244_05202020.xml · nonDerivative · entry 1 Feld Peter A · CIK 0001410600 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 37,537 F1 · shares: In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed May 20, 2020 21:03 UTC |
UNRUH V PAULDirector
|
GrantCommon Stock | 1,072 | $20.23 | $21,686.56 |
DisclosureSEC source: 0001209191-20-030940 · doc4.xml · nonDerivative · entry 2 UNRUH V PAUL · CIK 0001234275 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · Unruh Family Trust CUSTODY Disclosed balance after: 108,361 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| May 19, 2020 Filed May 20, 2020 21:03 UTC |
UNRUH V PAULDirector
|
GrantCommon Stock | 5,578 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-030940 · doc4.xml · nonDerivative · entry 1 UNRUH V PAUL · CIK 0001234275 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · Unruh Family Trust CUSTODY Disclosed balance after: 107,289 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:58 UTC |
Denzel NoraDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-030933 · doc4.xml · nonDerivative · entry 1 Denzel Nora · CIK 0001418351 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 15,900 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:56 UTC |
Dangeard Frank EDirector
|
GrantCommon Stock | 2,471 | $20.23 | $49,988.33 |
DisclosureSEC source: 0001209191-20-030925 · doc4.xml · nonDerivative · entry 3 Dangeard Frank E · CIK 0001387504 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 125,403 F3 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:56 UTC |
Dangeard Frank EDirector
|
Tax withholdingCommon Stock | 3,856 | $20.23 | $78,006.88 |
DisclosureSEC source: 0001209191-20-030925 · doc4.xml · nonDerivative · entry 2 Dangeard Frank E · CIK 0001387504 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 122,932 F2 · shares: Shares withheld by Nortonlifelock to satisfy tax withholding requirements on vesting of restricted stock units. No shares were sold. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:56 UTC |
Dangeard Frank EDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-030925 · doc4.xml · nonDerivative · entry 1 Dangeard Frank E · CIK 0001387504 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 126,788 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:53 UTC |
BRANDT ERICDirector
|
GrantCommon Stock | 2,471 | $20.23 | $49,988.33 |
DisclosureSEC source: 0001209191-20-030919 · doc4.xml · nonDerivative · entry 2 BRANDT ERIC · CIK 0001190639 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · The Brandt Family Trust Disclosed balance after: 17,108 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:53 UTC |
BRANDT ERICDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-030919 · doc4.xml · nonDerivative · entry 1 BRANDT ERIC · CIK 0001190639 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · The Brandt Family Trust Disclosed balance after: 14,637 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy,such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:39 UTC |
Barsamian SueDirector
|
GrantCommon Stock | 2,471 | $20.23 | $49,988.33 |
DisclosureSEC source: 0001209191-20-030897 · doc4.xml · nonDerivative · entry 2 Barsamian Sue · CIK 0001742302 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · S Barsamian & W Romans TTEE Romans - Barsamian Revocable Trust Disclosed balance after: 35,226 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| May 19, 2020 Filed May 20, 2020 20:39 UTC |
Barsamian SueDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-030897 · doc4.xml · nonDerivative · entry 1 Barsamian Sue · CIK 0001742302 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · S Barsamian & W Romans TTEE Romans - Barsamian Revocable Trust Disclosed balance after: 32,755 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed May 21, 2020 20:31 UTC |
Hao KennethDirector
|
GrantCommon Stock | 2,471 | $20.23 | $49,988.33 |
DisclosureSEC source: 0000899243-20-013852 · doc4.xml · nonDerivative · entry 2 Hao Kenneth · CIK 0001415357 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 75,914 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. F3 · ownership.nature: These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities. Read SEC document |
| May 19, 2020 Filed May 21, 2020 20:31 UTC |
Hao KennethDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-20-013852 · doc4.xml · nonDerivative · entry 1 Hao Kenneth · CIK 0001415357 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 73,443 F1 · shares: In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. F3 · ownership.nature: These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities. Read SEC document |
| May 19, 2020 Filed May 21, 2020 20:21 UTC |
Humphrey DavidDirector
|
GrantCommon Stock | 2,471 | $20.23 | $49,988.33 |
DisclosureSEC source: 0000899243-20-013839 · doc4.xml · nonDerivative · entry 2 Humphrey David · CIK 0001557605 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 65,205 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| May 19, 2020 Filed May 21, 2020 20:21 UTC |
Humphrey DavidDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-20-013839 · doc4.xml · nonDerivative · entry 1 Humphrey David · CIK 0001557605 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 62,734 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| May 19, 2020 Filed Jun 12, 2020 20:30 UTC Amendment |
Dangeard Frank EDirector
|
GrantCommon Stock | 12,852 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-036286 · doc4a.xml · nonDerivative · entry 1 Dangeard Frank E · CIK 0001387504 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 129,259 F1 · balance_after: On May 19, 2020, the reporting person mistakenly reported the disposal of 3,856 shares pursuant to the restricted stock units. This disposal did not in fact occur. Read SEC document |
| May 17, 2020 Filed May 19, 2020 23:32 UTC |
Humphrey DavidDirector
|
Disposition to issuer2.000% Convertible Senior Notes due 2022 · Derivative | 367,215,000 | $694,722,335.35 Strike: $10.23 | $255,112,462,375,550,250.00 |
DisclosureSEC source: 0000899243-20-013623 · doc4.xml · derivative · entry 1 Humphrey David · CIK 0001557605 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock · 35,890,272 shares Expires not disclosed F4 · derivative.exercise_price: 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. F1 · kind: On May 17, 2020, BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities") and NortonLifeLock Inc. (formerly Symantec Corp.) (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $367,215,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") from the Bain Capital Entities for cash consideration of $694,722,335.35, 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. F5 · derivative.exercise_date: Pursuant to the Investment Agreement, dated as of June 12, 2016, as amended, the Bain Capital Entities were restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022. F6 · derivative.expiration_date: The 2.00% Convertible Notes were scheduled to mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms. F7 · derivative.underlying_shares: 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. F3 · ownership.nature: Represents $367,215,000 aggregate principal amount of the 2.00% Convertible Notes of the Issuer held directly by the Bain Capital Entities. F2 · ownership.nature: The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Read SEC document |
| May 17, 2020 Filed May 19, 2020 20:32 UTC |
SLP IV Star GP, L.L.C.Director
SLP IV Star Holdings, L.P.Director
Hao KennethDirector
|
Disposition to issuer2.00% Convertible Senior Notes due 2022 · Derivative | Not disclosed | $472,967,018.89 Strike: $10.23 | $250,000,000.00 |
DisclosureSEC source: 0000899243-20-013582 · doc4.xml · derivative · entry 1 Silver Lake (Offshore) AIV GP IV, Ltd. · CIK 0001607376 · Director Silver Lake Technology Associates IV Cayman, L.P. · CIK 0001607377 · Director SLP IV Star GP, L.L.C. · CIK 0001680644 · Director SLP IV Star Holdings, L.P. · CIK 0001680643 · Director Hao Kenneth · CIK 0001415357 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLP IV Star Holdings, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 24,434,100 shares Expires not disclosed F2 · derivative.exercise_price: 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. F1 · kind: 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. F1 · price: 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. F3 · derivative.exercise_date: 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. F4 · derivative.expiration_date: The 2.00% Convertible Notes were scheduled to mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms. F5 · derivative.underlying_shares: 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. F6 · ownership.nature: These securities were held by Star. SLP IV Star GP, L.L.C. ("Star GP") is the general partner of Star. F7 · ownership.nature: 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. F8 · ownership.nature: 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. Read SEC document |
| March 05, 2020 Filed Mar 9, 2020 20:31 UTC |
SLP IV Seal GP, L.L.C.Director
SLP IV Seal II GP, L.L.C.Director
SLP IV Seal Holdings, L.P.Director
SLP IV Seal II Holdings, L.P.Director
Hao KennethDirector
|
Disposition to issuer2.500% Convertible Senior Notes due 2022 · Derivative | Not disclosed | $284,713,347.64 Strike: $8.40 | $125,000,000.00 |
DisclosureSEC source: 0000899243-20-007620 · doc4.xml · derivative · entry 2 Silver Lake (Offshore) AIV GP IV, Ltd. · CIK 0001607376 · Director Silver Lake Technology Associates IV Cayman, L.P. · CIK 0001607377 · Director SLP IV Seal GP, L.L.C. · CIK 0001668319 · Director SLP IV Seal II GP, L.L.C. · CIK 0001790691 · Director SLP IV Seal Holdings, L.P. · CIK 0001668204 · Director SLP IV Seal II Holdings, L.P. · CIK 0001790690 · Director Hao Kenneth · CIK 0001415357 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLP IV Seal II Holdings, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 14,872,675 shares Expires not disclosed F2 · derivative.exercise_price: Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended. F1 · kind: On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28. F1 · price: On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28. F3 · derivative.exercise_date: Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021. F4 · derivative.expiration_date: The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms. F5 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% 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 2.500% Convertible Notes, based on the current conversion rate of 118.9814 shares of Common Stock per $1,000 principal amount of 2.500% 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 2.500% Convertible Notes. F7 · ownership.nature: These securities are held by Seal II. SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II. F8 · ownership.nature: Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II 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 Seal, Seal II, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. F9 · ownership.nature: 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 Seal and Seal II and an additional $500,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 held by SLP IV Star Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction. Read SEC document |
| March 05, 2020 Filed Mar 9, 2020 20:31 UTC |
SLP IV Seal GP, L.L.C.Director
SLP IV Seal II GP, L.L.C.Director
SLP IV Seal Holdings, L.P.Director
SLP IV Seal II Holdings, L.P.Director
Hao KennethDirector
|
Disposition to issuer2.500% Convertible Senior Notes due 2022 · Derivative | Not disclosed | $284,713,347.64 Strike: $8.40 | $125,000,000.00 |
DisclosureSEC source: 0000899243-20-007620 · doc4.xml · derivative · entry 1 Silver Lake (Offshore) AIV GP IV, Ltd. · CIK 0001607376 · Director Silver Lake Technology Associates IV Cayman, L.P. · CIK 0001607377 · Director SLP IV Seal GP, L.L.C. · CIK 0001668319 · Director SLP IV Seal II GP, L.L.C. · CIK 0001790691 · Director SLP IV Seal Holdings, L.P. · CIK 0001668204 · Director SLP IV Seal II Holdings, L.P. · CIK 0001790690 · Director Hao Kenneth · CIK 0001415357 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLP IV Seal Holdings, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 14,872,675 shares Expires not disclosed F2 · derivative.exercise_price: Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended. F1 · kind: On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28. F1 · price: On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28. F3 · derivative.exercise_date: Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021. F4 · derivative.expiration_date: The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms. F5 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% 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 2.500% Convertible Notes, based on the current conversion rate of 118.9814 shares of Common Stock per $1,000 principal amount of 2.500% 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 2.500% Convertible Notes. F6 · ownership.nature: These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal. F8 · ownership.nature: Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II 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 Seal, Seal II, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. F9 · ownership.nature: 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 Seal and Seal II and an additional $500,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 held by SLP IV Star Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction. Read SEC document |
| March 04, 2020 Filed Mar 5, 2020 21:31 UTC |
BRANDT ERICDirector
|
GrantCommon Stock | 274 | $19.13 | $5,241.62 |
DisclosureSEC source: 0001209191-20-016616 · doc4.xml · nonDerivative · entry 2 BRANDT ERIC · CIK 0001190639 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · The Brandt Family Trust Disclosed balance after: 1,785 F2 · shares: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended. Read SEC document |
| March 04, 2020 Filed Mar 5, 2020 21:31 UTC |
BRANDT ERICDirector
|
GrantCommon Stock | 1,511 | $0.00 | $0.00 |
DisclosureSEC source: 0001209191-20-016616 · doc4.xml · nonDerivative · entry 1 BRANDT ERIC · CIK 0001190639 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · The Brandt Family Trust Disclosed balance after: 1,511 F1 · shares: In connection with the reporting person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such reporting person has been granted restricted stock units. 100% of the restricted stock units vest on grant date. Read SEC document |
| March 01, 2020 Filed Mar 2, 2020 21:30 UTC |
Brown Matthew CharlesInterim Vice President, CFO
|
Tax withholdingCommon Stock | 2,586 | $19.03 | $49,211.58 |
DisclosureSEC source: 0001209191-20-014472 · doc4.xml · nonDerivative · entry 1 Brown Matthew Charles · CIK 0001766979 · Interim Vice President, CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 86,855 F1 · shares: Shares withheld by NortonLifeLock to satisfy tax withholding requirements on vesting of restricted stock units. No shares were sold. F2 · balance_after: Includes 1,766 shares that were acquired through the 2008 Employee Stock Purchase Plan on February 14, 2020. Read SEC document |
| February 18, 2020 Filed Jun 2, 2020 20:35 UTC |
Brown Matthew CharlesInterim Vice President, CFO
|
SaleCommon Stock | 1,766 | $20.45 | $36,114.70 |
DisclosureSEC source: 0001209191-20-033550 · doc4.xml · nonDerivative · entry 2 Brown Matthew Charles · CIK 0001766979 · Interim Vice President, CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 84,236 F1 · shares: Reflects the sale of shares acquired through NortonLifeLock's 2008 Employee Stock Purchase Plan and sold through quick sale program. Read SEC document |
| January 09, 2020 Filed Jan 10, 2020 21:36 UTC |
Humphrey DavidDirector
|
Grant2.000% Convertible Senior Notes due 2021 · Derivative | 367,215,500 | Not disclosed Strike: $10.23 | Not disclosed |
DisclosureSEC source: 0000899243-20-000975 · doc4.xml · derivative · entry 3 Humphrey David · CIK 0001557605 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock · 35,890,321 shares Expires not disclosed F12 · derivative.exercise_price: Upon conversion of the Amended Convertible Notes, the Issuer is required to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Amended Convertible Notes, assuming the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The current conversion rate of 48.9860 per $1,000 principal amount of Amended Convertible Notes is equivalent to a current conversion price of approximately $20.41 per share of Common Stock. With respect to one half of the aggregate principal amount of the Amended Convertible Notes, the payment of the special dividend will be paid to holders in cash, F13 · derivative.exercise_price: (Continued from footnote 12) on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half, the then current conversion rate will automatically adjust following the payment of the special dividend as provided by the indenture governing such notes. The conversion rates are subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the Amended Convertible Notes. F14 · derivative.exercise_price: Based on the current conversion rate of 48.9860, it is estimated that the automatic adjustment for the special dividend on the payment date for the special dividend will result in a conversion rate of approximately 97.7364 shares of Common Stock per $1,000 principal amount of Amended Convertible Notes, which is equivalent to a conversion price of approximately $10.23 per share. F4 · kind: On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020. F5 · kind: The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share. F4 · price: On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020. F5 · price: The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share. F10 · derivative.exercise_date: In accordance with an amended investment agreement, dated as of November 11, 2019, the Bain Capital Entities are restricted from converting the Amended Convertible Notes prior to the date that is six months prior to their maturity date. Restriction does not, however, apply to a transferee in a "Permitted Transfer" as defined in such amended investment agreement. or to a conversion of Amended Convertible Notes following the occurrence or notice of a "Fundamental Change" as defined in the terms of the Amended Convertible Notes. F11 · derivative.expiration_date: The Amended Convertible Notes mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms. F12 · derivative.underlying_shares: Upon conversion of the Amended Convertible Notes, the Issuer is required to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Amended Convertible Notes, assuming the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The current conversion rate of 48.9860 per $1,000 principal amount of Amended Convertible Notes is equivalent to a current conversion price of approximately $20.41 per share of Common Stock. With respect to one half of the aggregate principal amount of the Amended Convertible Notes, the payment of the special dividend will be paid to holders in cash, F13 · derivative.underlying_shares: (Continued from footnote 12) on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half, the then current conversion rate will automatically adjust following the payment of the special dividend as provided by the indenture governing such notes. The conversion rates are subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the Amended Convertible Notes. F3 · ownership.nature: Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2022 (the "Amended Convertible Notes") of the Issuer held directly by the Bain Capital Entities. F2 · ownership.nature: The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Read SEC document |
| January 09, 2020 Filed Jan 10, 2020 21:36 UTC |
Humphrey DavidDirector
|
Grant2.000% Convertible Senior Notes due 2022 · Derivative | 367,215,500 | Not disclosed Strike: $20.41 | Not disclosed |
DisclosureSEC source: 0000899243-20-000975 · doc4.xml · derivative · entry 2 Humphrey David · CIK 0001557605 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock · 17,988,418 shares Expires not disclosed F12 · derivative.exercise_price: Upon conversion of the Amended Convertible Notes, the Issuer is required to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Amended Convertible Notes, assuming the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The current conversion rate of 48.9860 per $1,000 principal amount of Amended Convertible Notes is equivalent to a current conversion price of approximately $20.41 per share of Common Stock. With respect to one half of the aggregate principal amount of the Amended Convertible Notes, the payment of the special dividend will be paid to holders in cash, F13 · derivative.exercise_price: (Continued from footnote 12) on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half, the then current conversion rate will automatically adjust following the payment of the special dividend as provided by the indenture governing such notes. The conversion rates are subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the Amended Convertible Notes. F14 · derivative.exercise_price: Based on the current conversion rate of 48.9860, it is estimated that the automatic adjustment for the special dividend on the payment date for the special dividend will result in a conversion rate of approximately 97.7364 shares of Common Stock per $1,000 principal amount of Amended Convertible Notes, which is equivalent to a conversion price of approximately $10.23 per share. F4 · kind: On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020. F5 · kind: The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share. F4 · price: On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020. F5 · price: The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share. F10 · derivative.exercise_date: In accordance with an amended investment agreement, dated as of November 11, 2019, the Bain Capital Entities are restricted from converting the Amended Convertible Notes prior to the date that is six months prior to their maturity date. Restriction does not, however, apply to a transferee in a "Permitted Transfer" as defined in such amended investment agreement. or to a conversion of Amended Convertible Notes following the occurrence or notice of a "Fundamental Change" as defined in the terms of the Amended Convertible Notes. F11 · derivative.expiration_date: The Amended Convertible Notes mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms. F12 · derivative.underlying_shares: Upon conversion of the Amended Convertible Notes, the Issuer is required to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Amended Convertible Notes, assuming the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The current conversion rate of 48.9860 per $1,000 principal amount of Amended Convertible Notes is equivalent to a current conversion price of approximately $20.41 per share of Common Stock. With respect to one half of the aggregate principal amount of the Amended Convertible Notes, the payment of the special dividend will be paid to holders in cash, F13 · derivative.underlying_shares: (Continued from footnote 12) on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half, the then current conversion rate will automatically adjust following the payment of the special dividend as provided by the indenture governing such notes. The conversion rates are subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the Amended Convertible Notes. F14 · derivative.underlying_shares: Based on the current conversion rate of 48.9860, it is estimated that the automatic adjustment for the special dividend on the payment date for the special dividend will result in a conversion rate of approximately 97.7364 shares of Common Stock per $1,000 principal amount of Amended Convertible Notes, which is equivalent to a conversion price of approximately $10.23 per share. F3 · ownership.nature: Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2022 (the "Amended Convertible Notes") of the Issuer held directly by the Bain Capital Entities. F2 · ownership.nature: The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Read SEC document |
| January 09, 2020 Filed Jan 10, 2020 21:36 UTC |
Humphrey DavidDirector
|
Disposition to issuer2.000% Convertible Senior Notes due 2021 · Derivative | 734,431,000 | Not disclosed Strike: $20.41 | Not disclosed |
DisclosureSEC source: 0000899243-20-000975 · doc4.xml · derivative · entry 1 Humphrey David · CIK 0001557605 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock · 35,976,836 shares Expires not disclosed F9 · derivative.exercise_price: The initial conversion rate of 48.9860 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $20.41 per share of Common Stock. F4 · kind: On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020. F5 · kind: The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share. F4 · price: On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020. F5 · price: The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share. F6 · derivative.exercise_date: In accordance with an investment agreement, dated as of June 12, 2016, the Bain Capital Entities were restricted from converting the Convertible Notes prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions. F7 · derivative.expiration_date: The Convertible Notes originally matured on August 15, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms. F8 · derivative.underlying_shares: Upon conversion of the Convertible Notes, the Issuer was to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee. F1 · ownership.nature: Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2021 (the "Convertible Notes") of NortonLifeLock Inc. (formerly Symantec Corp.) (the "Issuer") held directly by BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities"). F2 · ownership.nature: The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.