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Gen Digital Inc. Director's Dealing 2016

Aug 3, 2016

30336_dirs_2016-08-03_6feaafff-e07c-474b-9b78-dff049d09997.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SYMANTEC CORP (SYMC)
CIK: 0000849399
Period of Report: 2016-08-01

Reporting Person: SLP IV Star Holdings, L.P. (Director)
Reporting Person: SLP IV Star GP, L.L.C. (Director)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2.00% Convertible Senior Notes due 2021 $20.41 Common Stock (24493000) Indirect

Footnotes

F1: This Form 3 is filed by SLP IV Star Holdings, L.P. ("Star") and SLP IV Star GP, L.L.C. ("Star LLC") (collectively, the "Reporting Persons"). Star LLC is the general partner of Star. Mr. Kenneth Hao, a director of Silver Lake (Offshore) AIV GP IV, Ltd., which is the general partner of Silver Lake Technology Associates IV Cayman, L.P., which is the managing member of Star LLC, is a member of the board of directors of Symantec Corporation (the "Issuer"). Each of Star and Star LLC may be deemed to be a director by deputization of the Issuer.

F2: Star LLC, as the general partner of Star, may be deemed to be the indirect beneficial owner of the securities directly owned by Star under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) of 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, and Star LLC disclaims beneficial ownership of the securities held by Star, except to the extent of Star LLC's pecuniary interest therein, if any.

F3: In accordance with an investment agreement, dated as of June 12, 2016, Star is restricted from converting the Issuer's 2.00% Convertible Senior Notes due 2021 (the "Convertible Notes") prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions.

F4: The Convertible Notes mature on August 15, 2021, subject to earlier repurchase or conversion in accordance with their terms.

F5: 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 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 initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial 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 August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.

F6: The initial conversion rate of 48.9860 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $20.41 per share of Common Stock.

F7: These securities are directly held by Star. See footnote 2.