SEC Form 4 · accession 0001209191-18-053824
Gen Digital Inc. · GEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael David Fey
Officer — President and COO
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 4:33 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 Stock | Oct 1, 2018 | M | 1,608,480 | $20.56 | A | 1,895,104 | D | |
| Common StockF1 | Oct 1, 2018 | F | 682,302 | $20.56 | D | 1,212,802 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF2,F3 | — | Oct 1, 2018 | M | 1,608,480 | D | — | — | Common Stock | 1,608,480 | 0 | D |
| Performance-based Restricted Stock UnitsF2,F3 | — | Oct 1, 2018 | A | 117,096 | A | — | — | Common Stock | 117,096 | 117,096 | D |
| Performance-based Restricted Stock UnitsF4 | — | Oct 1, 2018 | A | 80,050 | A | — | — | Common Stock | 80,050 | 80,050 | D |
| Non-Qualified Stock OptionsF5 | $6.73 | holding | — | — | — | — | Sep 9, 2025 | Common Stock | 1,300,813 | 1,300,813 | D |
Explanation of responses
- F1Shares withheld by Symantec Corporation ("Symantec") to satisfy tax withholding requirements on vesting of performance-based restricted stock units (PRUs). No shares were sold.
- F2On July 29, 2016, the Reporting Person was granted PRUs with a target of 643,392 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 300% of the target shares will be eligible (the "Grant 1 Eligible Shares") to be earned. 0% to 250% of the Grant 1 Eligible Shares were eligible to be earned at the end of fiscal 2018, subject to certain further adjustments, provided that the Reporting Person is employed by the Issuer through March 30, 2018. The additional up to 50% of the Grant 1 Eligible Shares are eligible to be earned at the end of the fiscal 2019 provided that the Reporting Person is employed by the Issuer on March 29, 2019. The performance criterion was partially satisfied, resulting in 1,608,480 shares becoming Grant 1 Eligible Shares for fiscal 2018 and were earned by the Reporting Person. Additionally, 117,096 shares became Grant 1 Eligible Shares for fiscal 2019.
- F3Represents PRUs acquired by the Reporting Person in connection with the merger in which a wholly-owned subsidiary of Symantec was merged with and into Blue Coat, Inc. on August 1, 2016.
- F4On June 9, 2017, the Reporting Person was granted PRUs with a target of 317,029 shares. The PRU provides that, depending on the Issuer's achievement of the performance criterion for fiscal 2018, 0% to 200% of the 50% of the target shares will be eligible ("Grant 2 Eligible Shares") to be earned at the end of fiscal 2020, based on, and subject to further adjustments with respect to the other 50% of the target shares as a result of, the achievement of certain other performance criteria, provided that the Reporting Person is employed by the Issuer through April 3, 2020. The performance criterion for fiscal 2018 was partially satisfied, resulting in 80,050 shares becoming Grant 2 Eligible Shares.
- F5The option vests and becomes exercisable in equal monthly installments over a period of two years, beginning August 1, 2016. No transaction is reported. The amount of securities held following the reported transaction is included for information purposes only.