Sec Form 4 Filing - Hicks Terry @ McAfee Corp. - 2021-01-19

FORM 4 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 Hicks Terry 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) 01/19/2021 (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 Class A Common Stock 01/19/2021 M 17,772 A 17,772 D Class A Common Stock 01/19/2021 F 6,514 D $ 18.51 ( 2 ) 11,258 D

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 Restricted Stock Units ( 3 ) 01/19/2021 M 9,865 ( 4 ) ( 4 ) Class A Common Stock 9,865 $ 0 69,079 D Restricted Stock Units ( 3 ) 01/19/2021 M 2,059 ( 5 ) ( 5 ) Class A Common Stock 2,059 $ 0 14,437 D Restricted Stock Units ( 3 ) 01/19/2021 M 5,848 ( 6 ) ( 6 ) Class A Common Stock 5,848 $ 0 64,328 D Restricted Stock Units ( 3 ) 01/20/2021 A 150,000 ( 7 ) ( 7 ) Class A Common Stock 150,000 $ 0 150,000 D Restricted Stock Units ( 3 ) 01/20/2021 A 31,364 ( 7 ) ( 7 ) Class A Common Stock 31,364 $ 0 31,364 D Restricted Stock Units ( 3 ) 01/20/2021 A 9,540 ( 7 ) ( 7 ) Class A Common Stock 9,540 $ 0 9,540 D Management Incentive Units $ 6.021 01/20/2021 A 794,916 ( 8 )( 9 ) ( 8 ) Class A Common Stock 794,916 $ 0 794,916 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hicks Terry 6220 AMERICA CENTER DRIVE SAN JOSE, CA95002 See Remarks Signatures /s/ Jared Ross, as Attorney-in-Fact 01/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of the Issuer's Class A common stock received upon vesting of an equal number of restricted stock units ("RSUs"). ( 2 )Reflects withholding of shares of the Issuer's Class A common stock upon vesting of RSUs to satisfy the Reporting Person's tax withholding obligation, based on the last reported sale price of the Issuer's Class A common stock on January 15, 2021. ( 3 )Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. ( 4 )The remaining RSUs vest in seven equal quarterly installments beginning on March 31, 2021. ( 5 )The remaining RSUs vest in seven equal quarterly installments beginning on March 31, 2021. ( 6 )The remaining RSUs vest in eleven equal quarterly installments beginning on March 31, 2021. ( 7 )On January 20, 2021, the Issuer amended the terms of previously granted performance-based RSUs. As amended, these RSUs vest (i) in full upon the satisfaction of certain performance criteria related returns achieved by certain of the Issuer's stockholders (inclusive of dividends) or (ii) if such performance criteria have not been satisfied prior thereto, in three equal annual installments beginning on October 21, 2021. ( 8 )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. ( 9 )On January 20, 2021, the Issuer amended the terms of previously granted performance-based MIUs. As amended, these MIUs vest (i) in full upon the satisfaction of certain performance criteria related returns achieved by certain of the Issuer's stockholders (inclusive of dividends) or (ii) if such performance criteria have not been satisfied prior thereto, in three equal annual installments beginning on October 21, 2021.

Remarks: Executive Vice President and General Manager, Consumer Business. Mr. Ross is signing on behalf of the Reporting Person pursuant to a Limited Power of Attorney dated October 21 2020, which was previously filed with the Securities and Exchange Commission.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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