SEC Form 3 · accession 0000899243-16-015891
Gen Digital Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kenneth Hao
Director
SLP IV Mustang GP, L.L.C.
Director
SLP IV Mustang Holdings, L.P.
Director
SLP IV Seal Holdings, L.P.
Director
SLP IV Seal GP, L.L.C.
Director
Period of report
Mar 4, 2016
Accepted (ET)
Mar 14, 2016 · 3:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000849399
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 79 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2.500% Convertible Senior Notes due 2021F1,F3,F9,F8,F5,F6,F7 | $16.77 | holding | — | — | — | — | — | Common Stock | 14,908,525 | — | I |
| 2.500% Convertible Senior Notes due 2021F1,F4,F10,F8,F5,F6,F7 | $16.77 | holding | — | — | — | — | — | Common Stock | 14,908,525 | — | I |
Explanation of responses
- F1This Form 3 is filed on behalf of SLP IV Mustang Holdings, L.P. ("Mustang"), SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Mustang GP, L.L.C. ("Mustang LLC"), SLP IV Seal GP, L.L.C. ("Seal LLC"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP" and collectively with Mustang, Seal, Mustang LLC, Seal LLC, and SLTA, "Silver Lake") and Mr. Kenneth Hao. Mustang LLC is the general partner of Mustang. Seal LLC is the general partner of Seal. SLTA is the managing member of each of Mustang LLC and Seal LLC. AIV GP is the general partner of SLTA. Mr. Kenneth Hao serves as a member of the board of directors of Symantec Corporation (the "Issuer"). Each of Mustang, Seal, Mustang LLC, Seal LLC, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
- F10These securities are directly held by Seal. See footnote 4.
- F2Mr. Hao has an indirect pecuniary interest in these shares of the Issuer's common stock ("Common Stock") held in a managed account through a broker-dealer.
- F3Mustang LLC, as the general partner of Mustang, SLTA, as the managing member of Mustang LLC, and AIV GP, as the general partner of SLTA, may each be deemed to be the indirect beneficial owner of the securities directly owned by Mustang under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Hao serves as a director of AIV GP and may be deemed to share voting and investment power with respect to the securities beneficially owned by Mustang. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Mustang) disclaims beneficial ownership of the securities held by Mustang, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F4Seal LLC, as the general partner of Seal, SLTA, as the managing member of Seal LLC, and AIV GP, as the general partner of SLTA, may each be deemed to be the indirect beneficial owner of the securities directly owned by Seal under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Hao serves as a director of Seal LLC and AIV GP and may be deemed to share voting and investment power with respect to the securities beneficially owned by Seal. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Seal) disclaims beneficial ownership of the securities held by Seal, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F5In accordance with an investment agreement, dated as of February 3, 2016, Mustang and Seal are restricted from converting the Issuer's 2.500% Convertible Senior Notes due 2021 (the "Convertible Notes") prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions.
- F6The Convertible Notes mature on April 1, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- F7Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 59.6341 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.
- F8The initial conversion rate of 59.6341 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $16.77 per share of Common Stock.
- F9These securities are directly held by Mustang. See footnote 3.
Remarks
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Exhibit List: Exhibit 24 - Power of Attorney