SEC Form 4 · accession 0000899243-16-026227

Gen Digital Inc. · GEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is filed on behalf of Silver Lake Technology Associates IV Cayman, L.P. ("SLTA"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") and Mr. Kenneth Hao (collectively, the "Reporting Persons"). AIV GP is the general partner of SLTA. SLTA is the managing member of SLP IV Star GP, L.L.C. ("Star LLC"). Star LLC is the general partner of SLP IV Star Holdings, L.P. ("Star"). Mr. Kenneth Hao, a director of AIV GP, serves as a member of the board of directors of Symantec Corporation (the "Issuer"). Each of Star, Star LLC, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.
• F2SLTA, as the managing member of Star LLC, AIV GP, as the general partner of SLTA, and Mr. Hao, as a director of AIV GP, may each be deemed to be the indirect beneficial owner of the securities directly owned by Star under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 disclaims beneficial ownership of the securities held by Star, except to the extent of such Reporting Person's pecuniary interest therein, if any.
• F3The initial conversion rate of 48.9860 per $1,000 principal amount of the Issuer's 2.00% Convertible Senior Notes due 2021 (the "Convertible Notes") is equivalent to an initial conversion price of approximately $20.41 per share of the Issuer's common stock ("Common Stock").
• F4In accordance with an investment agreement, dated as of June 12, 2016, Star is restricted from converting 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.
• F5The Convertible Notes mature on August 15, 2021, subject to earlier repurchase or conversion in accordance with their terms.
• F6Upon 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 48.9860 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 August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.
• F7These securities are directly held by Star. See footnote 2.

Remarks

The Reporting Persons are jointly filing this Form 4 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. Star and Star LLC have separately filed a Form 3 in connection with the acquisition of the Convertible Notes.