Form Type: 4

SEC EDGAR Link
Accession Number:0001387131-21-009476
Date:2021-09-14
Issuer: MCAFEE CORP. (MCFE)
Original Submission Date:

Reporting Person:

TPG GROUP HOLDINGS (SBS) ADVISORS, INC.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Reporting Person:

BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Reporting Person:

COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-09-14 C 59,097 a $0.00 66,646,226 indirect f1,f2,f3,f6,f7
CLASS A COMMON STOCK 2021-09-14 S 6,473,440 d $21.71 60,172,786 indirect f1,f2,f3,f6,f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS A UNIT AND CLASS B COMMON STOCK 0.0 2021-09-14 deemed execution date C 59,097 (d) class a common stock 59,097 $0.00 57,874,536 indirect see explanation of responses
Footnotes
IDfootnote
f1 david bonderman and james g. coulter are sole shareholders of tpg group holdings (sbs) advisors, inc. (together with messrs. bonderman and coulter, the "reporting persons"), which is the sole member of tpg group holdings (sbs) advisors, llc, which is the general partner of tpg group holdings (sbs), l.p., which is the sole (i) member of tpg holdings ii-a, llc and (ii) shareholder of tpg holdings iii-a, inc
f2 tpg holdings ii-a, llc is the general partner of tpg holdings ii, l.p., which is the general partner of tpg vii manta genpar advisors, llc, which is the general partner of tpg vii manta genpar, l.p., which is the general partner of each of (i) tpg vii manta blocker co-invest i, l.p. ("tpg co-invest"), which directly holds 26,214,824 shares of class a common stock ("class a shares") of mcafee corp. (the "issuer"), (ii) tpg vii manta aiv i, l.p. ("tpg aiv i"), which directly holds 28,902,290 class a shares, (iii) tpg vii manta aiv co-invest, l.p. ("tpg aiv co-invest"), which directly holds 3,964,886 class a units ("common units") of foundation technology worldwide llc and an equal number of shares of class b common stock ("class b shares") of the issuer, and (iv) tpg vii manta holdings ii, l.p. ("tpg manta holdings ii"), which directly holds 53,909,650 common units and an equal number of class b shares.
f3 tpg holdings iii-a, inc. is the general partner of tpg holdings iii-a, l.p., which is the general partner of tpg holdings iii, l.p., which is the sole member of tpg genpar vii sbs sa i advisors, llc, which is the general partner of tpg genpar vii sbs sa i, l.p., which is the general partner of tpg vii side-by-side separate account i, l.p. (together with tpg co-invest, tpg aiv i, tpg aiv co-invest and tpg manta holdings ii, the "tpg funds"), which directly holds 5,055,672 class a shares.
f4 pursuant to the second amended and restated limited liability company agreement of foundation technology worldwide llc, as amended, each of tpg aiv co-invest and tpg manta holdings ii may exchange all or a portion of its common units (together with an equal number of class b shares) 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).
f5 on september 14, 2021, tpg aiv co-invest and tpg manta holdings ii exchanged 4,049 common units and 55,048 common units, respectively (together with an equal number of class b shares), for class a shares on a one-for-one basis.
f6 because of the relationship between the reporting persons and the tpg funds, the reporting persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the tpg funds. each tpg fund and each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such tpg fund's or such reporting person's pecuniary interest therein, if any.
f7 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.

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