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*
STEINKOPF TIMOTHY
(Last) (First) (Middle)
55 ALMADEN BLVD., SUITE 500
(Street)
SAN JOSE CA 95113
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. Vice President and CFO
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)
Code V Amount (A) or (D) Price
Common Stock 11/18/2008 D(1) 112,821 D (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $21.94 11/18/2008 D(2) 13,674 08/22/2004 08/22/2010 Common Stock 13,674 $0 0 D
Stock Option $10.5 11/18/2008 D(2) 9,580 01/22/2005 01/22/2011 Common Stock 9,580 $0 0 D
Stock Option $15.7 11/18/2008 D(2) 6,369 02/13/2006 02/13/2012 Common Stock 6,369 $0 0 D
Stock Option $4.02 11/18/2008 D(2) 12,108 02/11/2007 02/11/2013 Common Stock 12,108 $0 0 D
Stock Option $9.56 11/18/2008 D(2) 17,518 05/06/2008 05/06/2014 Common Stock 17,518 $0 0 D
Stock Option $21.94 11/18/2008 D(2) 16,326 08/22/2004 08/22/2010 Common Stock 16,326 $0 0 D
Stock Option $21.94 11/18/2008 D(2) 20,000 08/22/2004 08/22/2010 Common Stock 20,000 $0 0 D
Stock Option $10.5 11/18/2008 D(2) 120,420 01/22/2005 01/22/2011 Common Stock 120,420 $0 0 D
Stock Option $15.7 11/18/2008 D(2) 29,381 02/13/2006 02/13/2012 Common Stock 29,381 $0 0 D
Stock Option $7.49 11/18/2008 D(2) 19,686 06/21/2006 06/21/2012 Common Stock 19,686 $0 0 D
Stock Option $2.99 11/18/2008 D(2) 9,564 08/01/2006 08/01/2012 Common Stock 9,564 $0 0 D
Stock Option $4.02 11/18/2008 D(2) 6,052 02/11/2007 02/11/2013 Common Stock 6,052 $0 0 D
Stock Option $9.56 11/18/2008 D(2) 63,482 05/06/2008 05/06/2014 Common Stock 63,482 $0 0 D
Stock Option $9 11/18/2008 D(3) 100,000 (3) 01/28/2015 Common Stock 100,000 $0 0 D
Explanation of Responses:
1. 29,071 of the shares reported were disposed of pursuant to a merger agreement between Secure Computing Corporation and McAfee in exchange for a cash payment of $5.75 per share. The remaining 83,750 shares were unvested restricted shares that were assumed by McAfee pursuant to the Merger Agreement and replaced with 15,823 McAfee unvested restricted shares. The McAfee unvested restricted shares will continue to have the same terms and conditions and vesting schedule as before the merger.
2. This option 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. This option, the vesting of which was partially accelerated in connection with 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.
/s/ Chris Storbeck, Attorney-in-fact 11/20/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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