SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McDonald Lynne Doherty

(Last)

(First)

(Middle)

6220 AMERICA CENTER DRIVE

(Street)

SAN JOSE

95002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2020

3. Issuer Name and Ticker or Trading Symbol
McAfee Corp. [ MCFE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Management Incentive Units	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	304,436	$6.4612⁽¹⁾	D
Management Incentive Units	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Class A Common Stock	2,131,068	$6.4612⁽¹⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	460,524	$0.00	D
Class A Unit and Class B Common Stock⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	152,704⁽⁵⁾	⁽⁵⁾	D

Explanation of Responses:

1. Reflects Management Incentive Units of Foundation Technology Worldwide LLC ("MIUs") which are profits interests that are economically similar to stock-settled stock options. Vested MIUs are exchangeable, at the holder's election, for a number of shares of Class A Common Stock equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "return threshold" associated with the MIUs, multiplied by the number of MIUs being exchanged. The number reflected in Table II reflects the number of MIUs held by the Reporting Person. The MIUs do not have an expiration date.

2. These MIUs are fully vested and may, at the election of the Reporting Person, be exchanged into Class A Common Stock on or after January 1, 2021.

3. These MIUs vest in fourteen equal quarterly installments beginning on December 31, 2020.

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. These RSUs vest in fourteen equal quarterly installments beginning on December 31, 2020.

5. Represents Class A Units ("Common Units") of Foundation Technology Worldwide LLC and an equal number of shares of Class B Common Stock, par value $0.001 ("Class B Common Stock"), of the Issuer. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, the Reporting Person may exchange all or a portion of her Common Units (together with an equal number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock).

Remarks:

Executive Vice President, Global Sales and Marketing, Enterprise Business Group Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jared Ross, as Attorney-in-Fact	10/22/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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