0000899243-20-024868.txt : 20200911
0000899243-20-024868.hdr.sgml : 20200911
20200911060310
ACCESSION NUMBER: 0000899243-20-024868
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200910
FILED AS OF DATE: 20200911
DATE AS OF CHANGE: 20200911
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: 201169859
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
2020-09-10
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
20.41
2020-09-10
4
S
0
367216000
439950473.12
D
Common Stock
17988442
0.00
I
See footnotes
On September 10, 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") sold $367,216,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") for cash consideration of $439,950,473.12, which consideration includes accrued and unpaid interest through the date of settlement.
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 $367,216,000 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 February 4, 2020, 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 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 48.9860 shares of Common Stock per $1,000 principal amount of 2.00% Convertible Notes. The conversion rate is 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
2020-09-11