0001387131-21-009476.txt : 20210916
0001387131-21-009476.hdr.sgml : 20210916
20210916164027
ACCESSION NUMBER: 0001387131-21-009476
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210914
FILED AS OF DATE: 20210916
DATE AS OF CHANGE: 20210916
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39651
FILM NUMBER: 211258390
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39651
FILM NUMBER: 211258389
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39651
FILM NUMBER: 211258391
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: McAfee Corp.
CENTRAL INDEX KEY: 0001783317
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1225
BUSINESS ADDRESS:
STREET 1: 6220 AMERICA CENTER DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95002
BUSINESS PHONE: 866-622-3911
MAIL ADDRESS:
STREET 1: 6220 AMERICA CENTER DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95002
FORMER COMPANY:
FORMER CONFORMED NAME: Greenseer Holdings Corp.
DATE OF NAME CHANGE: 20190723
4
1
mcfe-form4_091421.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2021-09-14
0
0001783317
McAfee Corp.
MCFE
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Class A Common Stock
2021-09-14
4
C
0
59097
A
66646226
I
See Explanation of Responses
Class A Common Stock
2021-09-14
4
S
0
6473440
21.7125
D
60172786
I
See Explanation of Responses
Class A Unit and Class B Common Stock
2021-09-14
4
C
0
59097
D
Class A Common Stock
59097
57874536
I
See Explanation of Responses
David Bonderman and James G. Coulter are sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole (i) member of TPG Holdings II-A, LLC and (ii) shareholder of TPG Holdings III-A, Inc
TPG Holdings II-A, LLC is the general partner of TPG Holdings II, L.P., which is the general partner of TPG VII Manta GenPar Advisors, LLC, which is the general partner of TPG VII Manta GenPar, L.P., which is the general partner of each of (i) TPG VII Manta Blocker Co-Invest I, L.P. ("TPG Co-Invest"), which directly holds 26,214,824 shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer"), (ii) TPG VII Manta AIV I, L.P. ("TPG AIV I"), which directly holds 28,902,290 Class A Shares, (iii) TPG VII Manta AIV Co-Invest, L.P. ("TPG AIV Co-Invest"), which directly holds 3,964,886 Class A units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B common stock ("Class B Shares") of the Issuer, and (iv) TPG VII Manta Holdings II, L.P. ("TPG Manta Holdings II"), which directly holds 53,909,650 Common Units and an equal number of Class B Shares.
TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG GenPar VII SBS SA I Advisors, LLC, which is the general partner of TPG GenPar VII SBS SA I, L.P., which is the general partner of TPG VII Side-by-Side Separate Account I, L.P. (together with TPG Co-Invest, TPG AIV I, TPG AIV Co-Invest and TPG Manta Holdings II, the "TPG Funds"), which directly holds 5,055,672 Class A Shares.
Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each of TPG AIV Co-Invest and TPG Manta Holdings II may exchange all or a portion of its Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
On September 14, 2021, TPG AIV Co-Invest and TPG Manta Holdings II exchanged 4,049 Common Units and 55,048 Common Units, respectively (together with an equal number of Class B Shares), for Class A Shares on a one-for-one basis.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(9) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8)
2021-09-16
/s/ Gerald Neugebauer on behalf of David Bonderman (8)(9)
2021-09-16
/s/ Gerald Neugebauer on behalf of James G. Coulter (8)(9)
2021-09-16