SEC Form 4 · accession 0001209191-16-135387
Gen Digital Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory S. Clark
Officer — CEO · Director
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 9:50 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 | Aug 1, 2016 | A | 207,907 | — | A | 207,907 | I | Gregory S Clark TR UA 01/29/2016 Gregory S Clark Living Trust |
| Common StockF2 | Aug 1, 2016 | A | 2,121,613 | — | A | 2,329,520 | I | GSC-OZ Investment LLC |
| Common StockF3 | Aug 1, 2016 | A | 433,526 | $0.00 | A | 2,763,046 | D | |
| Common StockF4 | Aug 1, 2016 | A | 433,526 | $0.00 | A | 3,196,572 | D | |
| Common StockF5 | Aug 1, 2016 | A | 260,115 | $0.00 | A | 3,456,687 | D | |
| Common StockF6 | Aug 1, 2016 | A | 152,028 | $0.00 | A | 3,608,715 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F8,F7 | $6.73 | Aug 1, 2016 | A | 3,865,271 | A | — | Sep 9, 2025 | Common Stock | 3,865,271 | 3,865,271 | D |
Explanation of responses
- F1Shares acquired pursuant to the Restricted Stock Reinvestment Agreement, dated as of June 12, 2016 with Symantec Corporation ("Symantec"). Shares will vest in equal monthly installments beginning August 30, 2016 and ending on October 30, 2019.
- F2Shares acquired pursuant to the LLC Reinvestment Agreement, dated as of June 12, 2016 with Symantec.
- F3Shares acquired pursuant to the merger (the "Merger") in which a wholly owned subsidiary of Symantec was merged with and into Blue Coat, Inc. ("Blue Coat"). The Reporting Person held 246,749.05 restricted stock units to acquire Blue Coat common stock that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest fully in one installment on November 12, 2016.
- F4Shares acquired pursuant to the Merger. The Reporting Person held 246,749.05 restricted stock units to acquire Blue Coat common stock that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest fully in one installment on November 12, 2017.
- F5Shares acquired pursuant to the Merger. The Reporting Person held restricted stock units to acquire 148,049.43 shares of common stock of Blue Coat that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest 30% on August 1, 2017, 30% on August 1, 2018, and 40% on August 1, 2019.
- F6Shares acquired pursuant to the Merger. The Reporting Person held restricted stock units to acquire 86,529.96 shares of common stock of Blue Coat that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest 30% on August 1, 2017, 30% on August 1, 2018, and 40% on August 1, 2019.
- F7The option vests and becomes exercisable in equal monthly installments over a period of two years, beginning August 1, 2016.
- F8Acquired pursuant to the Merger. The Reporting Person held an employee stock option to acquire 2,600,000 shares of Blue Coat common stock for $10.00 per share that was exchanged for this option to purchase shares of common stock of Symantec in the Merger.