SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DAVIS CARY

(Last)

(First)

(Middle)

WARBURG PINCUS LLC.

466 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SECURE COMPUTING CORP [ SCUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (SCUR)	11/18/2008		D⁽¹⁾		23,000⁽¹⁾	D	$5.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$12.25	11/18/2008		D⁽²⁾			5,000	⁽²⁾	02/17/2016	Common Stock	5,000	$0.00	0	D
Series A Preferred	⁽³⁾	11/18/2008		D			700,000	⁽³⁾	⁽³⁾	Common Stock	6,319,953	⁽³⁾	0	I⁽⁴⁾	By Warburg Pincus⁽⁵⁾
Warrant	$14.74	11/18/2008		J⁽⁶⁾			1,064,259	⁽⁶⁾	01/12/2013	Common Stock	1,064,259	$0	0	I⁽⁴⁾	By Warburg Pincus⁽⁵⁾

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between the issuer and McAfee in exchange for a cash payment of $5.75 per share. Includes 8,000 restricted shares for which vesting accelerated in connection with the merger.

2. This option, which was fully vested as of the date of the merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the amount, if any, by which the merger consideration of $5.75 per share exceeds the exercise price of the option, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes.

3. Each Share of Series A Preferred Stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive approximately $120.87 in cash, without interest.

4. Cary J. Davis, a director of Secure Computing Corporation, is a general partner of WP and a managing director and member of WP LLC. Mr. Davis may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934) in an indeterminate portion of the shares owned by WP IX. Mr. Davis disclaims beneficial ownership of all shares held by the Warburg Pincus entities.

5. The stockholder is Warburg Pincus Private Equity IX, L.P. ("WP IX"). Warburg Pincus IX, LLC ("WP IX LLC"), an indirect subsidiary of Warburg Pincus & Co. ("WP"), is the sole general partner of WP IX. WP IX is managed by Warburg Pincus LLC ("WP LLC"). The address of the Warburg Pincus entities is 466 Lexington Avenue, New York, New York 10017.

6. This Warrant, which was exercisable at any time, was cancelled for no value in connection with the merger.

	/s/ Chris Storbeck, Attorney-in-fact	11/20/2008
	** Signature of Reporting Person	Date
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