Gen Digital Inc. — Director's Dealing 2020

Mar 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NortonLifeLock Inc. (NLOK)
CIK: 0000849399
Period of Report: 2020-03-05

Reporting Person: Silver Lake (Offshore) AIV GP IV, Ltd. (Director)
Reporting Person: Silver Lake Technology Associates IV Cayman, L.P. (Director)
Reporting Person: SLP IV Seal GP, L.L.C. (Director)
Reporting Person: SLP IV Seal II GP, L.L.C. (Director)
Reporting Person: SLP IV Seal Holdings, L.P. (Director)
Reporting Person: SLP IV Seal II Holdings, L.P. (Director)
Reporting Person: Hao Kenneth (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-05	2.500% Convertible Senior Notes due 2022	$8.40	D		Disposed		Common Stock (14872675)	Indirect
2020-03-05	2.500% Convertible Senior Notes due 2022	$8.40	D		Disposed		Common Stock (14872675)	Indirect

Footnotes

F1: On March 5, 2020, SLP IV Seal Holdings, L.P. ("Seal"), SLP IV Seal II Holdings, L.P. ("Seal II") and NortonLifeLock Inc. (the "Issuer") entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased an aggregate of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 (the "2.500% Convertible Notes") from Seal and Seal II for aggregate cash consideration of $569,426,695.28.

F2: Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of March 4, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended.

F3: Pursuant to the Investment Agreement, dated as of February 3, 2016, as amended, Seal and Seal II were restricted, subject to certain exceptions, from converting the 2.500% Convertible Notes prior to October 1, 2021.

F4: The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms.

F5: This number represents the number of shares of Common Stock issuable upon conversion of the 2.500% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.500% Convertible Notes, based on the current conversion rate of 118.9814 shares of Common Stock per $1,000 principal amount of 2.500% Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.500% Convertible Notes.

F6: These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal.

F7: These securities are held by Seal II. SLP IV Seal II GP, L.L.C. ("Seal II GP") is the general partner of Seal II.

F8: Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of each of Seal GP and Seal II GP. Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") is the general partner of SLTA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and is a director of AIV GP. Each of Seal, Seal II, Seal GP, Seal II GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.

F9: Not included on this Form 4 are an additional aggregate amount of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 with an approximate conversion price of $16.77 held by Seal and Seal II and an additional $500,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 held by SLP IV Star Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction.