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*
Rollins Emily

(Last) (First) (Middle)
6220 AMERICA CENTER DRIVE

(Street)
SAN JOSE CA 95002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2021
3. Issuer Name and Ticker or Trading Symbol
McAfee Corp. [ MCFE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Mr. Ross is signing on behalf of the Reporting Person pursuant to a Limited Power of Attorney dated October 6, 2021, which is attached hereto as an exhibit.
No securities are beneficially owned.
/s/ Jared Ross, as Attorney-in-Fact 10/07/2021
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           LIMITED POWER OF ATTORNEY

     The undersigned hereby constitutes and appoints Sayed Darwish and Jared
Ross, with full power of substitution, as the undersigned's true and lawful
attorney-in-fact to:

     (1)  prepare, execute in the undersigned's name and on the
          undersigned's behalf, and submit to the U.S. Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to obtain codes and
          passwords enabling the undersigned to make electronic filings with the
          SEC of reports required by Section 16(a) of the Securities Exchange
          Act of 1934, as amended, or any rule or regulation of the SEC;

     (2)  execute for and on behalf of the undersigned, in the
          undersigned's capacity as officer and/or director of McAfee Corp. (the
          "Company"), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance
          with Section 16(a) of the Securities Exchange Act of 1934, as amended,
          and the rules thereunder;

     (3)  do and perform any and all acts for and on behalf of the
          undersigned that may be necessary or desirable to complete and execute
          any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute
          any amendment or amendments thereto, and timely file such form with
          the SEC and any stock exchange or similar authority; and

     (4)  take any other action of any type whatsoever in connection with
          the foregoing that, in the opinion of each such attorney-in-fact, may
          be of benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by each
          such attorney-in-fact on behalf of the undersigned pursuant to this
          Power of Attorney shall be in such form and shall contain such terms
          and conditions as each such attorney-in-fact may approve in each such
          attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D
or 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.

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     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of October, 2021.


                                   /s/ Emily Rollins
                                   --------------------
                                   Name: Emily Rollins