Sec Form 4 Filing - Intel Americas, Inc. @ McAfee Corp. - 2022-03-01

Insider filing report for Changes in Beneficial Ownership
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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
Intel Americas, Inc.
2. Issuer Name and Ticker or Trading Symbol
McAfee Corp. [ MCFE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INTEL CORPORATION, 2200 MISSION COLLEGE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2022
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 03/01/2022 C 169,742,322 A $ 0 175,439,153 D( 1 )
Class A Common Stock 03/01/2022 D( 2 ) 175,439,153 D $ 26 0 D( 1 )
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
FTW Class A Unit ( 3 ) 03/01/2022 C( 4 ) 169,742,322 ( 3 ) ( 3 ) Class A Common Stock 169,742,322 ( 3 ) 0 D( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Intel Americas, Inc.
C/O INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CA95054
X X
INTEL CORP
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CA95054
X X
Signatures
By: /s/ Tiffany D. Silva, Corporate Secretary of Intel Americas, Inc. 03/03/2022
Signature of Reporting Person Date
By: /s/ Patrick Bombach, Assistant Secretary of Intel Corporation 03/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Intel Americas, Inc. directly holds and beneficially owns shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer") and Class A units ("Class A Units") of Foundation Technology Worldwide LLC ("FTW") and an equal number of voting, non-equity shares of Class B common stock ("Class B Shares") of the Issuer, as reported herein. Intel Corporation may be deemed to beneficially own these securities due to its ownership of Intel Americas, Inc.
( 2 )On March 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (the "Merger Agreement"), by and among the Issuer, Condor BidCo, Inc., a Delaware corporation ("Parent"), and Condor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Upon the effective time of the Merger (the "Effective Time"), each Class A Share outstanding immediately prior to the Effective Time (subject to certain exceptions) was automatically converted into the right to receive $26.00 in cash, subject to applicable withholding taxes.
( 3 )Pursuant to the Second Amended and Restated Limited Liability Company Agreement of FTW, as amended, Intel Americas, Inc. may exchange all or a portion of its FTW Class A Units for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares will be cancelled), subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
( 4 )On March 1, 2022, pursuant to the Merger Agreement and immediately prior to the Effective Time, all of Intel Americas, Inc.'s FTW Class A Units were exchanged for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares were cancelled).

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Intel Americas, Inc. has entered into a Stockholders Agreement with certain persons who are owners of more than 10% of the Issuer's outstanding Class A Shares and may be deemed a member of a "group" (as such term is used under Section 13(d) of the Exchange Act) with such persons. Pursuant to the Stockholders Agreement, Intel Americas, Inc. may designate up to two directors to serve on the Issuer's board of directors, subject to certain equity ownership requirements. On the basis of such designee's service on the Issuer's board of directors, for the purposes of Section 16 of the Exchange Act, each of Intel Corporation and Intel Americas, Inc. may be deemed a director by deputization with respect to the Issuer.

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