UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2) *

McAfee Corp.
(Name of Issuer)
 
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
 
579063108
(CUSIP Number)
 
March 1, 2022
(Date of the Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
 
Rule 13d-1(b)
          
Rule 13d-1(c)
           
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)
 
Continued on following pages
Page 1 of  9 Pages
Exhibit Index:  Page 8



CUSIP No. 579063108
SCHEDULE 13G
Page 2 of 9
1
NAMES OF REPORTING PERSONS
 
 
GIC Private Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
Based on 188,020,902 shares of Class A Common Stock, $0.001 par value, outstanding as of February 17, 2022, according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on February 23, 2022.
 
 


CUSIP No. 579063108
SCHEDULE 13G
Page 3 of 9
1
NAMES OF REPORTING PERSONS
 
 
GIC Special Investments Private Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 

(1)
Based on 188,020,902 shares of Class A Common Stock, $0.001 par value, outstanding as of February 17, 2022, according to the Form 10-K filed by the Issuer with the SEC on February 23, 2022.
 
 

CUSIP No. 579063108
SCHEDULE 13G
Page 4 of 9
1
NAMES OF REPORTING PERSONS
 
 
Snowlake Investment Pte Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1)
Based on 188,020,902 shares of Class A Common Stock, $0.001 par value, outstanding as of February 17, 2022, according to the Form 10-K filed by the Issuer with the SEC on February 23, 2022.
 
 

CUSIP No. 579063108
SCHEDULE 13G
Page 5 of 9
Item 1(a)
Name of Issuer
 
McAfee Corp.
 
Item 1(b)
Address of Issuer’s Principal Executive Offices
 
6220 America Center Drive
San Jose, CA 95002
 
Item 2(a)
Name of Persons Filing
 
GIC Private Limited
GIC Special Investments Private Limited
Snowlake Investment Pte Ltd.
 
Item 2(b)
Address of Principal Business Office or, if none, Residence
 
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
 
Item 2(c)
Citizenship
 
GIC Private Limited - Republic of Singapore
GIC Special Investments Private Limited - Republic of Singapore
Snowlake Investment Pte Ltd. - Republic of Singapore
 
Item 2(d)
Title of Class of Securities
 
Class A Common Stock, $0.001 par value
 
Item 2(e)
CUSIP Number
 
579063108
 
Item 3
If this statement is filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
This Item 3 is not applicable.
 
Item 4
Ownership
 
Ownership information with respect to GIC Private Limited, GIC Special Investments Private Limited and Snowlake Investment Pte Ltd. is incorporated by reference through items (5) through (9) and (11) of the cover page for each entity.
 
Snowlake Investment Pte Ltd. shares the power to vote and the power to dispose of all of the shares of Class A Common Stock, $0.001 par value, of the Issuer held directly by it with GIC Special Investments Private Limited and GIC Private Limited. GIC Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
 
GIC Private Limited is wholly-owned by the Government of Singapore (“GoS”) and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares.
 

CUSIP No. 579063108
SCHEDULE 13G
Page 6 of 9
Item 5
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

Item 6
Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

This Item 7 is not applicable.

Item 8
Identification and Classification of Members of the Group

This Item 8 is not applicable.

Item 9
Notice of Dissolution of Group

This Item 9 is not applicable.

Item 10
Certifications

This Item 10 is not applicable.


CUSIP No. 579063108
SCHEDULE 13G
Page 7 of 9
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of March 11, 2022.

 
GIC PRIVATE LIMITED
     
 
By:
/s/ Celine Loh Sze Ling
 
Name:
Celine Loh Sze Ling
 
Title:
Senior Vice President
     
 
By:
/s/ Diane Liang Weishan
 
Name:
Diane Liang Weishan
 
Title:
Senior Vice President
   
 
GIC SPECIAL INVESTMENTS PRIVATE LIMITED
     
 
By:
/s/ Chan Hoe Yin
 
Name:
Chan Hoe Yin
 
Title:
Director
   
 
SNOWLAKE INVESTMENT PTE. LTD.
     
 
By:
/s/ Cynthia Lau
 
Name:
Cynthia Lau
 
Title:
Director
 

CUSIP No. 579063108
SCHEDULE 13G
Page 8 of 9
LIST OF EXHIBITS
 
Exhibit
Description
Page
     
A
Joint Filing Agreement
9
 

CUSIP No. 579063108
SCHEDULE 13G
Page 9 of 9
Exhibit A
 
Joint Filing Agreement
 
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A Common Stock, $0.001 par value, of McAfee Corp., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 11, 2022.
 
 
GIC PRIVATE LIMITED
     
 
By:
/s/ Celine Loh Sze Ling
 
Name:
Celine Loh Sze Ling
 
Title:
Senior Vice President
     
 
By:
/s/ Diane Liang Weishan
 
Name:
Diane Liang Weishan
 
Title:
Senior Vice President
   
 
GIC SPECIAL INVESTMENTS PRIVATE LIMITED
     
 
By:
/s/ Chan Hoe Yin
 
Name:
Chan Hoe Yin
 
Title:
Director
   
 
SNOWLAKE INVESTMENT PTE. LTD.
     
 
By:
/s/ Cynthia Lau
 
Name:
Cynthia Lau
 
Title:
Director