THOMA BRAVO EXECUTIVE FUND XII-a AIV Form 4 Change in insider ownership

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^*

THOMA BRAVO UGP, LLC

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
McAfee Corp. [ MCFE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/01/2022		C		24,075,115⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	40,686,250	I	See Explanation of Responses⁽⁵⁾⁽⁶⁾
Class A Common Stock	03/01/2022		J		40,686,250⁽⁴⁾	D	$26⁽¹⁾	0	I	See Explanation of Responses⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Unit and Class B Common Stock	⁽²⁾⁽³⁾	03/01/2022		C			24,075,115	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	24,075,115	⁽²⁾⁽³⁾	0	I	See Explanation of Responses⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

THOMA BRAVO UGP, LLC

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO PARTNERS XII AIV, L.P.

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO FUND XII-A, L.P.

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO FUND XII AIV, L.P.

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO EXECUTIVE FUND XII AIV, L.P.

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO EXECUTIVE FUND XII-a AIV, L.P.

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO PARTNERS XII, L.P.

(Last)

(First)

(Middle)

C/O THOMA BRAVO, L.P.

150 NORTH RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported herein were disposed of pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (the "Merger Agreement"), by and among McAfee Corp. (the "Issuer"), Condor BidCo, Inc. ("Parent"), and Condor Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Subsidiary"), whereby the Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time") on March 1, 2022, each share of Class A common stock (a "Class A Share") of the Issuer outstanding immediately prior to the Effective Time was automatically converted into the right to receive $26.00 in cash, subject to applicable withholding taxes.

2. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, each of Thoma Bravo Partners XII AIV, L.P. ("TB Partners XII AIV"), Thoma Bravo Fund XII AIV, L.P. ("TB Fund XII AIV"), Thoma Bravo Executive Fund XII AIV, L.P. ("TB Exec Fund XII AIV") and Thoma Bravo Executive Fund XII-a AIV, L.P. ("TB Exec Fund XII-a AIV") had the right to exchange all or a portion of its Class A units (the "Common Units") of Foundation Technology Worldwide LLC (together with an equal number of shares of Class B common stock (the "Class B Shares") of the Issuer) for Class A Shares 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 Class A Shares).

3. Immediately prior to the Effective Time on March 1, 2022, pursuant to the terms of the Merger Agreement, TB Partners XII AIV, TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV exchanged all of their Common Units (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis.

4. Consists of Class A Shares that were directly held by TB Partners XII AIV, Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), TB Fund XII AIV, TB Exec Fund XII AIV and TB Exec Fund XII-a AIV (collectively, the "TB Funds").

5. 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, and 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. Because of the relationships described in this footnote, TB UGP may be deemed to have exercised voting and dispositive power with respect to the securities reported herein formerly held by the TB Funds. Each TB Fund, TB Partners XII and TB UGP disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.

6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC	03/03/2022
	/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P.	03/03/2022
	/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P.	03/03/2022
	/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P., the general partner of Thoma Bravo Fund XII AIV, L.P.	03/03/2022
	/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P., the general partner of Thoma Bravo Executive Fund XII AIV, L.P.	03/03/2022
	/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII AIV, L.P., the general partner of Thoma Bravo Executive Fund XII-a AIV, L.P.	03/03/2022
	/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P., the general partner of Thoma Bravo Fund XII-A, L.P.	03/03/2022
	** Signature of Reporting Person	Date
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** 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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THOMA BRAVO EXECUTIVE FUND XII-a AIV Form 4Change in insider ownership