Pilette Vincent Form 4 SYMANTEC / Vincent Pilette 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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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^*

Pilette Vincent

(Last) (First) (Middle)

350 ELLIS STREET

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYMANTEC CORP [ SYMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2019

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
Common Stock	06/10/2019		A		155,429(1)(2)	A	$0.00	165,429	D
Common Stock	06/10/2019		A		206,211(3)	A	$0.00	371,640	D
Common Stock								620,477(4)	I	VPJW Revocable Trust

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. Restricted shares of Issuer common stock subject to vesting conditions and other restrictions. As previously disclosed in the Form 8-K filed by the Issuer on May 9, 2019, the Issuer and the Reporting Person entered into an employment offer letter on May 9, 2019 (the "Offer Letter") providing that, among other things, if the Reporting Person purchased shares of the Issuer's common stock on the public market with a fair market value of up to $10,000,000 within sixty days following his start date with the Issuer (or, if later, within 10 days after the Issuer's trading window opens) (the "Stock Purchase"), the Issuer would grant the Reporting Person a restricted stock unit award with an aggregate grant-date value equal to 30% of the value of the Issuer common shares so purchased by the Reporting Person (the "Additional Award"),determined based on the weighed-average price per share of Issuer's common stock acquired pursuant to the Stock Purchase. See footnote 4 for additional information.

2. The restrictions on these shares lapse and the shares vest over three years, with 30% vesting on June 10, 2020, 30% vesting on June 10, 2021, and 40% vesting on June 10, 2022.

3. Represents shares that are issuable pursuant to restricted stock units. 30% vests on June 1, 2020, 30% vests on June 1, 2021 and 40% vests on June 1, 2022.

4. Of these shares, 442,883 shares were purchased in the open market by the Reporting Person on May 14, 2019 and 75,211 shares were purchased in the open market by the reporting person on May 15, 2019 for an aggregate purchase price in excess of $10,000,000 in accordance with the Offer Letter, dated May 9, 2019. These shares are set forth on the Form 3 filed by the Reporting Person on May 24, 2019. As a result of this purchase, the Reporting Person was granted 155,429 restricted shares as disclosed in footnote 1, above. The Issuer and the Reporting Person have mutually agreed that the Additional Award would be granted in the form of restricted shares, rather than restricted stock units, but would otherwise have the same terms as those set forth in the Offer Letter.

Remarks:

	/s/ Philip Reuther, as attorney-in-fact for Vincent Pilette	06/12/2019
	** 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).
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.