Sec Form 3 Filing - McDonald Lynne Doherty @ McAfee Corp. - 2020-10-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McDonald Lynne Doherty 2. Issuer Name and Ticker or Trading Symbol McAfee Corp. [ MCFE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 6220 AMERICA CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2020 (Street) SAN JOSE, CA95002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Management Incentive Units $ 6.4612 ( 1 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 304,436 D Management Incentive Units $ 6.4612 ( 1 ) ( 1 )( 3 ) ( 1 )( 3 ) Class A Common Stock 2,131,068 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) Class A Common Stock 460,524 D Class A Unit and Class B Common Stock ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 152,704 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDonald Lynne Doherty 6220 AMERICA CENTER DRIVE SAN JOSE, CA95002 See Remarks Signatures /s/ Jared Ross, as Attorney-in-Fact 10/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects Management Incentive Units of Foundation Technology Worldwide LLC ("MIUs") which are profits interests that are economically similar to stock-settled stock options. Vested MIUs are exchangeable, at the holder's election, for a number of shares of Class A Common Stock equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "return threshold" associated with the MIUs, multiplied by the number of MIUs being exchanged. The number reflected in Table II reflects the number of MIUs held by the Reporting Person. The MIUs do not have an expiration date. ( 2 )These MIUs are fully vested and may, at the election of the Reporting Person, be exchanged into Class A Common Stock on or after January 1, 2021. ( 3 )These MIUs vest in fourteen equal quarterly installments beginning on December 31, 2020. ( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs vest in fourteen equal quarterly installments beginning on December 31, 2020. ( 5 )Represents Class A Units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B Common Stock, par value $0.001 ("Class B Common Stock"), of the Issuer. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, the Reporting Person may exchange all or a portion of her Common Units (together with an equal number of shares of Class B Common Stock) for shares of Class A Common Stock 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 Common Stock).

Remarks: Executive Vice President, Global Sales and Marketing, Enterprise Business GroupExhibit List: Exhibit 24 - Power of Attorney

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