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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (Right to Buy) | $ 34.73 | 11/15/2010 | M | 6,667 | (1) | 02/11/2018 | Common Stock | 6,667 | $ 0 | 54,750 | D | ||||
Employee Stock Options (Right to Buy) | $ 37.47 | 11/15/2010 | M | 11,250 | (1) | 08/04/2018 | Common Stock | 11,250 | $ 0 | 43,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gebhart Todd C/O MCAFEE, INC. 5000 HEADQUARTERS DR. PLANO, TX 75024 |
EVP and GM, Consumer |
/s/ Jared Ross, Attorney-in-Fact | 11/17/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 25% of the shares subject to the option are scheduled to vest one year from the grant date and the remaining 75% of the shares are scheduled to vest monthly over the next 36 months until the option is fully vested on the fourth anniversary of the grant date. |
Remarks: As has been widely reported, the capital gains and personal income tax rates are expected to increase, effective January 1, 2011. For this reason, the Reporting Person is selling the stock, vested stock units and vested stock options specified herein prior to December 31, 2010. The Reporting Person believes that this is the appropriate time for the sales reflected herein in light of the following: (i) the Issuer's disclosure on October 28, 2010 of its Q3 2010 earnings and that the acquisition of the Issuer by Intel is still expected to close by mid next year, (ii) the Issuer's disclosure on November 2, 2010 of the results of the November 2, 2010 stockholder vote approving the acquisition of the Issuer by Intel, and (iii) the opening of the Issuer's trading window for insiders pursuant to its insider trading policy. |