0000899243-20-013623.txt : 20200519 0000899243-20-013623.hdr.sgml : 20200519 20200519193254 ACCESSION NUMBER: 0000899243-20-013623 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200517 FILED AS OF DATE: 20200519 DATE AS OF CHANGE: 20200519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Humphrey David CENTRAL INDEX KEY: 0001557605 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17781 FILM NUMBER: 20895306 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL PARTNERS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NortonLifeLock Inc. CENTRAL INDEX KEY: 0000849399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770181864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 BUSINESS ADDRESS: STREET 1: 60 E RIO SALADO PARKWAY STREET 2: SUITE 1000 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 650-527-2900 MAIL ADDRESS: STREET 1: 60 E RIO SALADO PARKWAY STREET 2: SUITE 1000 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: SYMANTEC CORP DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-17 0 0000849399 NortonLifeLock Inc. NLOK 0001557605 Humphrey David C/O BAIN CAPITAL INVESTORS, LLC 200 CLARENDON STREET BOSTON MA 02116 1 0 0 0 2.000% Convertible Senior Notes due 2022 10.23 2020-05-17 4 D 0 367215000 694722335.35 D Common Stock 35890272 0 I See footnotes On May 17, 2020, BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities") and NortonLifeLock Inc. (formerly Symantec Corp.) (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $367,215,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") from the Bain Capital Entities for cash consideration of $694,722,335.35, which consideration includes accrued and unpaid interest through the date of settlement, as well as a portion of the cash dividend declared by the Issuer on May 14, 2020. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Represents $367,215,000 aggregate principal amount of the 2.00% Convertible Notes of the Issuer held directly by the Bain Capital Entities. Represents the approximate conversion price of the 2.00% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended. Pursuant to the Investment Agreement, dated as of June 12, 2016, as amended, the Bain Capital Entities were restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022. The 2.00% Convertible Notes were scheduled to mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms. This number represents the number of shares of Common Stock issuable upon conversion of the 2.00% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.00% Convertible Notes, based on the current conversion rate of 97.7364 shares of Common Stock per $1,000 principal amount of 2.00% Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.00% Convertible Notes. /s/ David Humphrey 2020-05-19