SEC Form 4 · accession 0001209191-18-053833

Gen Digital Inc. · GEN

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

Reporting owner

Nicholas R Noviello

Officer — EVP & Chief Financial Officer

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 4:37 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	606,935	$20.56	A	754,043	D
Common Stock^F1	Oct 1, 2018	F	300,919	$20.56	D	453,124	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 Units^F2,F3	—	Oct 1, 2018	M	606,935	D	—	—	Common Stock	606,935	0	D
Performance-based Restricted Stock Units^F2,F3	—	Oct 1, 2018	A	44,184	A	—	—	Common Stock	44,184	44,184	D
Performance-based Restricted Stock Units^F4	—	Oct 1, 2018	A	40,025	A	—	—	Common Stock	40,025	40,025	D
Non-Qualified Stock Options^F5	$8.35	holding	—	—	—	—	Jan 27, 2026	Common Stock	1,107,183	1,107,183	D

Explanation of responses

F1Shares withheld by Symantec Corporation ("Symantec") to satisfy tax withholding requirements on vesting of performance-based restricted stock (PRUs). No shares were sold.
F2On July 29, 2016, the Reporting Person was granted PRUs with a target of 242,774 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 606,935 shares becoming Grant 1 Eligible Shares for fiscal 2018 and were earned by the Reporting Person. Additionally, 44,184 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 158,514 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 40,025 shares becoming Grant 2 Eligible Shares.
F5370,445 options were fully vested as of August 1, 2016. The remaining options vest and become 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.