SEC Form 4 · accession 0001123292-16-002181
SecureWorks Corp · SCWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CENTERVIEW CAPITAL TECHNOLOGY LTD.
10% Owner
Period of report
Apr 27, 2016
Accepted (ET)
Apr 28, 2016 · 3:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001468666
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| 5% Convertible Notes due 2017F2 | Apr 27, 2016 | J | 19,500,000 | — | D | 0 | D | |
| Class A Common StockF3,F1,F4,F5,F6 | Apr 27, 2016 | J | 1,741,070 | $11.20 | A | 1,741,070 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 5% Convertible Notes due 2017 (the "Notes") automatically converted on April 27, 2016, at a conversion price of 80% of the offering price per share of the Class A Common Stock of the Issuer (the "Class A Common Stock") to the public ($14.00 per share).
- F2This amount reflects $13,624,591 in Notes held by Centerview Capital Technology Fund (Delaware), L.P. ("CCTF"), $4,900,409 in Notes held by Centerview Capital Technology Fund - A (Delaware), L.P. ("CCTF-A") and $975,000 in Notes held by Centerview Capital Technology Employee Fund, L.P. ("CCTEF").
- F3The amount reported reflects 1,216,481 shares owned of record by CCTF, 437,536 shares owned of record by CCTF-A and 87,053 shares owned of record by CCTEF.
- F4CCTF, CCTF-A and CCTEF directly own the Class A Common Stock. This Form 4 is also being filed by: (i) Centerview Capital Technology Fund GP (Delaware), L.P. ("CCTF DE") in its capacity as the general partner of CCTF, CCTF-A and CCTEF and (ii) Centerview Capital Technology Ltd. ("CCT") in its capacity as ultimate general partner of CCTF DE (each of CCTF, CCTF-A, CCTEF, CCTF DE and CCT, a "Reporting Person" and collectively, "Reporting Persons").
- F5Each Reporting Person disclaims beneficial ownership of all the Class A Common Stock reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Class A Common Stock covered by this Form 4.
- F6CCT is managed by a board of directors consisting of Edwin B. Hooper III and Robert Pruzan (the "CCT Directors"). In such capacity, the CCT Directors may be deemed to have indirect beneficial ownership of the Class A Common Stock held directly by CCTF, CCTF-A and CCTEF. Each CCT Director expressly disclaims beneficial ownership of the Class A Common Stock held directly by CCTF, CCTF-A and CCTEF, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Class A Common Stock covered by this Form 4.