Sec Form 4 Filing - Feld Peter A @ NortonLifeLock Inc. - 2020-12-11

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 Feld Peter A 2. Issuer Name and Ticker or Trading Symbol NortonLifeLock Inc. [ NLOK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 777 THIRD AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2020 (Street) NEW YORK, NY10017 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 Common Stock, $0.01 Par Value 07/01/2020 J 714,747 D $ 19.83 3,135,840 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) Common Stock, $0.01 Par Value 07/01/2020 J 714,747 A $ 19.83 714,747 I By Starboard Value X Master Fund Ltd ( 7 ) Common Stock, $0.01 Par Value 10/01/2020 J 364,127 D $ 20.84 2,771,713 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) Common Stock, $0.01 Par Value 10/01/2020 J 364,127 A $ 20.84 1,078,874 I By Starboard Value X Master Fund Ltd ( 7 ) Common Stock, $0.01 Par Value 12/11/2020 X( 10 ) 7,733,667 A $ 14.99 10,505,380 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) Common Stock, $0.01 Par Value 12/11/2020 X( 10 ) 607,814 A $ 14.99 910,386 I By Starboard Leaders Tango LLC ( 4 ) Common Stock, $0.01 Par Value 1,824,750 I By Starboard Value and Opportunity S LLC ( 2 ) Common Stock, $0.01 Par Value 1,045,955 I By Starboard Value and Opportunity C LP ( 3 ) Common Stock, $0.01 Par Value 1,222,049 I By Starboard Leaders Select VI LP ( 5 ) Common Stock, $0.01 Par Value 1,008,537 I By Starboard Value and Opportunity Master Fund L LP ( 6 ) Common Stock, $0.01 Par Value 3,234,337 I By Managed Accounts of Starboard Value LP ( 8 ) Common Stock, $0.01 Par Value 40,008 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 Call Option (right to buy) $ 14.99 12/11/2020 X( 10 ) 7,733,667 12/05/2019 12/11/2020 Common Stock, $0.01 Par Value 7,733,667 $ 0 0 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) Call Option (right to buy) $ 14.99 12/11/2020 X( 10 ) 607,814 12/05/2019 12/11/2020 Common Stock, $0.01 Par Value 607,814 $ 0 0 I By Starboard Leaders Tango LLC ( 4 ) Put Option (obligation to buy) $ 12.09 12/11/2020 E( 11 ) 14,006,263 12/05/2019 12/11/2020 Common Stock, $0.01 Par Value 14,006,263 $ 0 0 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) Put Option (obligation to buy) $ 12.09 12/11/2020 E( 11 ) 1,213,847 12/05/2019 12/11/2020 Common Stock, $0.01 Par Value 1,213,847 $ 0 0 I By Starboard Leaders Tango LLC ( 4 ) Put Option (obligation to buy) $ 12.09 12/11/2020 E( 11 ) 1,438,409 12/05/2019 12/11/2020 Common Stock, $0.01 Par Value 1,438,409 ( 12 ) $ 0 0 I By Starboard Value X Master Fund Ltd ( 7 ) Forward Purchase Contract ( 9 ) ( 9 ) 02/16/2021 Common Stock, $0.01 Par Value 274,186 1 I By Managed Accounts of Starboard Value LP ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Feld Peter A 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 X Signatures /s/ Peter A. Feld 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )Starboard Value LP through one of the Starboard Value LP Accounts entered into a forward purchase contract providing for the purchase of 274,186 Shares (the "Forward Contract"). The Forward Contract has a final valuation date of February 16, 2021, however, Starboard Value LP has the ability to elect early settlement after serving notice to the counter party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contract provides for physical settlement. Until the settlement date, the Forward Contract does not give Starboard Value LP voting or dispositive control over the Shares to which the contract relates. ( 10 )Following the expiration of these in-the-money call options, the Reporting Person's beneficial ownership reported herein has not changed since the filing of the prior Form 4, filed June 9, 2020. ( 11 )These put options expired worthless pursuant to their terms on December 11, 2020. ( 12 )Starboard V&O Fund transferred 1,438,409 put options held by it to Starboard X Master in certain transactions exempt from Section 16, pursuant to Rule 16a-13 or otherwise.

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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