Gen Digital Inc. — Director's Dealing 2021

May 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NortonLifeLock Inc. (NLOK)
CIK: 0000849399
Period of Report: 2021-05-13

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-13	Common Stock	A	10248	$0.00	Acquired	86162	Indirect
2021-05-13	Common Stock	A	1970	$25.37	Acquired	88132	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-13	2.500% Convertible Senior Notes due 2022	$16.77	D		Disposed		Common Stock (7454262)	Indirect
2021-05-13	2.500% Convertible Senior Notes due 2022	$16.77	D		Disposed		Common Stock (7454262)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	79	Indirect

Footnotes

F1: In connection with the Reporting Person's service as a non-employee director of the Issuer, pursuant to the non-employee director grant policy, such Reporting Person has been granted restricted stock units. 100% of the restricted stock units vest on grant date.

F2: Shares issued pursuant to 2000 Director Equity Incentive Plan, as amended.

F3: These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates and certain of the funds they manage ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities.

F4: Mr. Hao has an indirect pecuniary interest in these shares of the common stock held in a managed account through a broker-dealer.

F5: On May 13, 2021, 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 $365,444,853.04, which consideration includes accrued and unpaid interest through the date of settlement..

F6: Represents the approximate conversion price of the 2.500% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of February 4, 2020, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.

F7: 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.

F8: The 2.500% Convertible Notes were scheduled to mature on April 1, 2022, subject to earlier repurchase or conversion in accordance with their terms.

F9: 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 59.6341 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.

F10: These securities are held by Seal. SLP IV Seal GP, L.L.C. ("Seal GP") is the general partner of Seal.

F11: 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.

F12: 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. 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.