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*
Intel Americas, Inc.

(Last) (First) (Middle)
C/O INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD

(Street)
SANTA CLARA CA 95054

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Class A Common Stock 9,485,368 D(1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
FTW Class A Unit (2) (2) Class A Common Stock 180,222,000 (2) D(1)
1. Name and Address of Reporting Person*
Intel Americas, Inc.

(Last) (First) (Middle)
C/O INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INTEL CORP

(Last) (First) (Middle)
2200 MISSION COLLEGE BOULEVARD

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
Explanation of Responses:
1. Intel Americas, Inc. directly holds and beneficially owns 9,485,368 shares of Class A common stock ("Class A Shares") of McAfee Corp. (the "Issuer") and directly holds and beneficially owns 180,222,000 Class A units ("Common 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. Intel Corporation may be deemed to beneficially own these securities due to its ownership of Intel Americas, Inc.
2. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC, as amended, Intel Americas, Inc. may exchange all or a portion of its Common 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).
Remarks:
Intel Americas, Inc. has entered into a Stockholders Agreement with certain persons who are owners of more than 10% of the Issuer's outstanding Class A Shares and may be deemed a member of a "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended) with such persons. Jeffrey P. Woolard, an officer of Intel Corporation, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Intel Corporation and Intel Americas, Inc. may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Woolard's service on the Issuer's board of directors.
By: /s/ Tiffany D. Silva, Corporate Secretary of Intel Americas, Inc. 10/22/2020
By: /s/ Brian Petirs, Assistant Secretary of Intel Corporation 10/22/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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