Gen Digital Inc. — Director's Dealing 2020

Jun 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NortonLifeLock Inc. (NLOK)
CIK: 0000849399
Period of Report: 2020-06-08

Reporting Person: Feld Peter A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-08	Common Stock, $0.01 Par Value	X	7711005	$14.99	Acquired	7712005	Indirect
2020-06-08	Common Stock, $0.01 Par Value	X	606033	$14.99	Acquired	606033	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	3861418	$20.97	Disposed	3850587	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	608250	$20.97	Disposed	1824750	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	348651	$20.97	Disposed	1045955	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	303461	$20.97	Disposed	302572	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	407349	$20.97	Disposed	1222049	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	336178	$20.97	Disposed	1008537	Indirect
2020-06-08	Common Stock, $0.01 Par Value	S	5034888	$20.97	Disposed	14830484	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-08	Call Option (right to buy)	$14.99	X	7711005	Disposed	2020-12-11	Common Stock, $0.01 Par Value (7711005)	Indirect
2020-06-08	Call Option (right to buy)	$14.99	X	606033	Disposed	2020-12-11	Common Stock, $0.01 Par Value (606033)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 Par Value	40008	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Put Option (obligation to buy)	$12.09	2020-12-11	Common Stock, $0.01 Par Value (15444672)	15444672	Indirect
Put Option (obligation to buy)	$12.09	2020-12-11	Common Stock, $0.01 Par Value (1213847)	1213847	Indirect
Forward Purchase Contract	$	2021-02-16	Common Stock, $0.01 Par Value (274186)	1	Indirect

Footnotes

F1: Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F2: Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F4: Securities owned directly by Starboard Leaders Tango LLC ("Starboard Tango LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Tango LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Tango LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F5: Securities owned directly by Starboard Leaders Select VI LP ("Starboard Select VI LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Select VI LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Select VI LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F6: Securities owned directly by Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard L Master, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard L Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F7: Securities held in certain accounts managed by Starboard Value LP (the "Starboard Value LP Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Starboard Value LP Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F8: Starboard Value LP through one of the Starboard Value LP Accounts entered into a forward purchase contract providing for the purchase of 274,186 Shares (the "Forward Contract"). The Forward Contract has a final valuation date of February 16, 2021, however, Starboard Value LP has the ability to elect early settlement after serving notice to the counter party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contract provides for physical settlement. Until the settlement date, the Forward Contract does not give Starboard Value LP voting or dispositive control over the Shares to which the contract relates.

F9: These call options initially had an exercise price of $26.99 per share of Common Stock, $0.01 par value (the "Common Stock"), however, pursuant to the terms of such call options, the exercise price was subsequently adjusted to $14.99 per share of Common Stock in connection with the special dividend that was declared by the Issuer.

F10: These put options initially had an exercise price of $24.09 per share of Common Stock, however, pursuant to the terms of such put options, the exercise price was subsequently adjusted to $12.09 per share of Common Stock in connection with the special dividend that was declared by the Issuer.