INTEL CORP — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: McAfee Corp. (MCFE)
CIK: 0001783317
Period of Report: 2022-03-01

Reporting Person: Intel Americas, Inc. (Director, 10% Owner)
Reporting Person: INTEL CORP (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-01	Class A Common Stock	C	169742322	$0.00	Acquired	175439153	Direct
2022-03-01	Class A Common Stock	D	175439153	$26.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-01	FTW Class A Unit	$	C	169742322	Disposed		Class A Common Stock (169742322)	Direct

Footnotes

F1: Intel Americas, Inc. directly holds and beneficially owns shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer") and Class A units ("Class A Units") of Foundation Technology Worldwide LLC ("FTW") and an equal number of voting, non-equity shares of Class B common stock ("Class B Shares") of the Issuer, as reported herein. Intel Corporation may be deemed to beneficially own these securities due to its ownership of Intel Americas, Inc.

F2: On March 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 (the "Merger Agreement"), by and among the Issuer, Condor BidCo, Inc., a Delaware corporation ("Parent"), and Condor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Upon the effective time of the Merger (the "Effective Time"), each Class A Share outstanding immediately prior to the Effective Time (subject to certain exceptions) was automatically converted into the right to receive $26.00 in cash, subject to applicable withholding taxes.

F3: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of FTW, as amended, Intel Americas, Inc. may exchange all or a portion of its FTW Class A Units for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares will be cancelled), subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F4: On March 1, 2022, pursuant to the Merger Agreement and immediately prior to the Effective Time, all of Intel Americas, Inc.'s FTW Class A Units were exchanged for Class A Shares on a one-for-one basis (whereupon an equal number of its Class B Shares were cancelled).