Thoma Bravo Ugp SC 13GMcAfee / THOMA BRAVO UGP ownership change

6220 America Center Drive

San Jose, California 95002

This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the “Reporting Persons”:

(i) Thoma Bravo Fund XII AIV, L.P.

(ii)  Thoma Bravo Executive Fund XII AIV, L.P.

(iii)  Thoma Bravo Executive Fund XII-a AIV, L.P.

(iv) Thoma Bravo Partners XII AIV, L.P.

(v)   Thoma Bravo Fund XII-A, L.P.

(vi) Thoma Bravo Partners XII, L.P.

(vii) Thoma Bravo UGP, LLC

The Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2021, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

The principal business address of each of the Reporting Persons is as follows:

c/o Thoma Bravo, L.P.

150 N. Riverside Plaza
Suite 2800

Chicago, IL 60606

(a) ☐    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ☐    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ☐    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ☐    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ☐    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ☐    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) ☐    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h) ☐    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ☐    Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k) ☐    Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a) Amount Beneficially Owned:

Thoma Bravo Fund XII AIV, L.P. (“TB Fund XII AIV”) directly holds 1,156,028 shares of Class A Common Stock of the Issuer and 21,502,869 Class A units (“Common Units”) of Foundation Technology Worldwide LLC (“FTW”) and an equal number of shares of Class B common stock (“Class B Common Stock”) of the Issuer.

Thoma Bravo Executive Fund XII AIV, L.P. (“TB Exec Fund XII AIV”) directly holds 11,312 shares of Class A Common Stock of the Issuer and 210,435 Common Units of FTW and an equal number of shares of Class B Common Stock of the Issuer.

Thoma Bravo Executive Fund XII-a AIV, L.P. (“TB Exec Fund XII-a AIV”) directly holds 10,052 shares of Class A Common Stock of the Issuer and 186,990 Common Units of FTW and an equal number of shares of Class B Common Stock of the Issuer.

Thoma Bravo Partners XII AIV, L.P. (“TB Partners XII AIV”) directly holds 71,344 shares of Class A Common Stock of the Issuer and 2,364,188 Common Units of FTW and an equal number of shares of Class B Common Stock of the Issuer.

Thoma Bravo Fund XII-A, L.P. (“TB Fund XII-A”) directly holds 17,603,384 shares of Class A Common Stock of the Issuer.

TB Partners XII AIV is the general partner of each of TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV. Thoma Bravo Partners XII, L.P. (“TB Partners XII”) is the general partner of TB Fund XII-A. Thoma Bravo UGP, LLC (“TB UGP”) is the ultimate general partner of TB Partners XII AIV and TB Partners XII.

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of FTW, as amended, each of TB Fund XII AIV, TB Exec Fund XII AIV, TB Exec Fund XII-a AIV and TB Partners XII AIV may exchange all or a portion of its Common Units (together with an equal number of shares of Class B Common Stock) for shares of Class A Common Stock 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 shares of Class A Common Stock).

By virtue of the relationships described herein, TB UGP may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XII AIV, TB Exec Fund XII AIV, TB Exec Fund XII-a AIV, TB Partners XII AIV and TB Fund XII-A (collectively, the “TB Funds”). Each of TB UGP, TB Partners XII AIV and TB Partners XII disclaims beneficial ownership of the shares of Class A Common Stock, Common Units and/or shares of Class B Common Stock held directly by the TB Funds, except to the extent of its pecuniary interest therein. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or
Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

See responses to Item 11 on each cover page.

(i) Sole power to vote or to direct the vote:

       See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

       See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

       See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

       See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 8.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification.