SecureWorks (SCWX) Form 4 SecureWorks / Wendy Thomas ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thomas Wendy

(Last) (First) (Middle)

C/O SECUREWORKS CORP

ONE CONCOURSE PARKWAY NE, SUITE 500

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SecureWorks Corp [ SCWX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/03/2025		D		2,649,016(1)	D	(2)(3)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes restricted stock units ("Company RSUs") and performance-based restricted stock units ("Company PSUs") subject to certain vesting periods and other restrictions.

2. On February 3, 2025, SecureWorks Corp. (the "Issuer") consummated the previously announced transaction with Sophos Inc., pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of October 21, 2024, whereby Sophos Inc. indirectly acquired the Issuer. At the Effective Time (as defined in the Merger Agreement), each share of Class A common stock of the Company, par value $0.01 per share, issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive cash in an amount equal to $8.50, without interest thereon (the "Per Share Amount"), less any applicable tax withholdings.

3. At the Effective Time, each (a) outstanding vested Company RSU award was canceled in exchange for the right to receive a lump-sum cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such Company RSU award, less applicable tax withholdings, and (b) outstanding unvested Company RSU award was canceled in exchange for the right to receive an aggregate cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such unvested Company RSU award, less applicable tax withholdings, that will vest and become payable subject to such vested Company RSU award's terms, conditions and vesting schedule.

4. At the Effective Time, each (a) outstanding vested Company PSU award was canceled in exchange for the right to receive a lump-sum cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such Company PSU award, less applicable tax withholdings, and (b) outstanding unvested Company PSU award was deemed achieved at the target performance level through the Effective Time and was canceled in exchange for the right to receive an aggregate amount in cash equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such unvested Company PSU award, less applicable tax withholdings, that will vest and become payable subject to such unvested Company PSU award's terms, conditions and vesting schedule (excluding any performance-based vesting conditions).

	/s/ George B. Hanna, Attorney-in-Fact	02/04/2025
	** 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 4 (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).
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