| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/17/2019 | 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)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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)(2) | (4) | (5) | Common Stock | 14,908,525(6) | 16.77(7) | I | Held through SLP IV Seal II Holdings, L.P.(3) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The aggregate amount of 2.500% Convertible Senior Notes due 2021 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 3 is filed by SLP IV Seal II Holdings, L.P. ("Seal II") and SLP IV Seal II GP, L.L.C. ("Seal II LLC") in connection with an internal reorganization of an entity holding the Convertible Notes on behalf of certain investment funds ("SLP Funds"). |
| 2. In connection with such internal reorganization, one of the previous direct holders of the Convertible Notes, SLP IV Mustang Holdings, L.P., made an in-kind distribution of Convertible Notes to Seal II. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLP Funds or their affiliates. Not included on this form is $250 million principal amount of Convertible Notes acquired by SLP IV Seal Holdings, L.P. in the original acquisition, which SLP IV Seal Holdings, L.P. continues to hold. |
| 3. Seal II LLC is the general partner of Seal II. Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of Seal II LLC. Silver Lake (Offshore) AIV GP IV, Ltd. ("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") and a director of AIV GP. Each of Seal II, Seal II LLC, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer. |
| 4. Pursuant to the terms of an investment agreement, dated as of February 3, 2016, the Convertible Notes became convertible by the holder on February 2, 2017, subject to certain exceptions. |
| 5. The Convertible Notes mature on April 1, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
| 6. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of the Issuer's common stock ("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 $250 million principal amount of 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 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 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. |
| 7. The current conversion rate of 59.6341 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $16.77 per share of Common Stock. |
| 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, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| /s/ Andrew J. Schader, Secretary of SLP IV Seal II GP, L.L.C., general partner of SLP IV Seal II Holdings, L.P. | 10/18/2019 | |
| /s/ Andrew J. Schader, Secretary of SLP IV Seal II GP, L.L.C. | 10/18/2019 | |
| ** 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 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. | ||
