| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/04/2016 | 3. Issuer Name and Ticker or Trading Symbol SYMANTEC CORP [ SYMC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 79 | I | See Footnote(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2.500% Convertible Senior Notes due 2021(1)(3) | (5) | (6) | Common Stock | 14,908,525(7) | 16.77(8) | I | Held through SLP IV Mustang Holdings, L.P.(9) |
| 2.500% Convertible Senior Notes due 2021(1)(4) | (5) | (6) | Common Stock | 14,908,525(7) | 16.77(8) | I | Held through SLP IV Seal Holdings, L.P.(10) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 is filed on behalf of SLP IV Mustang Holdings, L.P. ("Mustang"), SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Mustang GP, L.L.C. ("Mustang LLC"), SLP IV Seal GP, L.L.C. ("Seal LLC"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP" and collectively with Mustang, Seal, Mustang LLC, Seal LLC, and SLTA, "Silver Lake") and Mr. Kenneth Hao. Mustang LLC is the general partner of Mustang. Seal LLC is the general partner of Seal. SLTA is the managing member of each of Mustang LLC and Seal LLC. AIV GP is the general partner of SLTA. Mr. Kenneth Hao serves as a member of the board of directors of Symantec Corporation (the "Issuer"). Each of Mustang, Seal, Mustang LLC, Seal LLC, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. |
| 2. Mr. Hao has an indirect pecuniary interest in these shares of the Issuer's common stock ("Common Stock") held in a managed account through a broker-dealer. |
| 3. Mustang LLC, as the general partner of Mustang, SLTA, as the managing member of Mustang LLC, and AIV GP, as the general partner of SLTA, may each be deemed to be the indirect beneficial owner of the securities directly owned by Mustang under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Hao serves as a director of AIV GP and may be deemed to share voting and investment power with respect to the securities beneficially owned by Mustang. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Mustang) disclaims beneficial ownership of the securities held by Mustang, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 4. Seal LLC, as the general partner of Seal, SLTA, as the managing member of Seal LLC, and AIV GP, as the general partner of SLTA, may each be deemed to be the indirect beneficial owner of the securities directly owned by Seal under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Hao serves as a director of Seal LLC and AIV GP and may be deemed to share voting and investment power with respect to the securities beneficially owned by Seal. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Seal) disclaims beneficial ownership of the securities held by Seal, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 5. In accordance with an investment agreement, dated as of February 3, 2016, Mustang and Seal are restricted from converting the Issuer's 2.500% Convertible Senior Notes due 2021 (the "Convertible Notes") prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions. |
| 6. The Convertible Notes mature on April 1, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
| 7. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 59.6341 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee. |
| 8. The initial conversion rate of 59.6341 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $16.77 per share of Common Stock. |
| 9. These securities are directly held by Mustang. See footnote 3. |
| 10. These securities are directly held by Seal. See footnote 4. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Karen M. King, Director, on behalf of Silver Lake (Offshore) AIV GP IV, Ltd. | 03/14/2016 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P. | 03/14/2016 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Mustang GP, L.L.C. | 03/14/2016 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Seal GP, L.L.C. | 03/14/2016 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Mustang GP, L.L.C., general partner of SLP IV Mustang Holdings, L.P. | 03/14/2016 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P., managing member of SLP IV Seal GP, L.L.C., general partner of SLP IV Seal Holdings, L.P. | 03/14/2016 | |
| /s/ Kenneth Y. Hao, by Karen M. King, Attorney-in-fact for Kenneth Y. Hao | 03/14/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
