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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 Option (right to buy) | $ 32.49 | 02/28/2011 | D | 500,000 | (10) | 04/30/2017 | Common Stock | 500,000 | (11) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 32.95 | 02/28/2011 | D | 75,000 | (12) | 02/19/2018 | Common Stock | 75,000 | (11) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 40.41 | 02/28/2011 | D | 193,000 | (13) | 02/16/2020 | Common Stock | 193,000 | (11) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DEWALT DAVID G C/O MCAFEE, INC. 2821 MISSION COLLEGE BOULEVARD SANTA CLARA, CA 95054 |
X | CEO & President | ||
| /s/ Jared Ross, by power of attorney | 03/02/2011 | |
| **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) | Shares are represented by performance share units subject to the achievement of certain performance objectives. Pursuant to the Change of Control and Retention Agreement effective February 1, 2010 between the Reporting Person and the Issuer (the "Change of Control Agreement"), upon the effectiveness of the merger, the February 17, 2009 performance share unit award was converted to provide for vesting as if the award had been granted originally with a four-year vesting schedule, except to the extent the award is not fully vested at the 18-month anniversary of the merger, in which case it will fully vest on such 18-month anniversary. |
| (2) | Shares are represented by performance share units subject to the achievement of certain performance objectives. Pursuant to the Change of Control Agreement, upon the effectiveness of the merger, the February 16, 2010 performance share unit award was converted to provide for vesting as if the award had been granted originally with a four-year vesting schedule, except to the extent the award is not fully vested at the 18-month anniversary of the merger, in which case it will fully vest on such 18-month anniversary. |
| (3) | Pursuant to the Executive Employment Agreement dated August 18, 2010 by and among the Issuer, Intel and the Reporting Person (the "Employment Agreement"), vesting of performance share units was accelerated by a period of one year at the effective time of the Merger. Accordingly, the reported shares were withheld to cover taxes in connection with the time based and accelerated vesting of 58,271 performance share unit awards. |
| (4) | Pursuant to the Merger Agreement between the Issuer and Intel dated August 18, 2010 (the "Merger Agreement"), each share of MFE common stock will be exchanged for $48.00 in cash. |
| (5) | Shares are represented by performance share units. |
| (6) | Pursuant to the Merger Agreement, the performance share units will be assumed by Intel and converted into an award with time based vesting for 2.217192 shares of Intel common stock per share of MFE common stock. |
| (7) | Pursuant to the Employment Agreement, vesting of restricted stock units was accelerated by a period of one year at the effective time of the Merger. Accordingly, the reported shares were withheld to cover taxes in connection with the accelerated vesting of 43,148 restricted stock units. |
| (8) | Shares are represented by restricted stock units. |
| (9) | Pursuant to the Merger Agreement, the restricted stock units will be assumed by Intel and converted into a restricted stock unit for 2.217192 shares of Intel common stock per share of MFE common stock. |
| (10) | The option was granted on April 30, 2007 and provided for vesting of one-fourth of the shares subject to the option on April 30, 2008 and one forty-eighth of the shares subject to the option vest monthly thereafter. Pursuant to the Employment Agreement, vesting was accelerated by a period of one year at the effective time of the Merger. |
| (11) | Pursuant to the Merger Agreement, the option will be assumed by Intel and converted into an option to purchase 2.217192 shares of Intel common stock for each share of MFE common stock at an exercise price equal to the current exercise price divided by 2.217192 per share. |
| (12) | The option was granted on February 19, 2008 and provided for vesting of one-fourth of the shares subject to the option on February 19, 2009 and one thirty-sixth of the remaining shares vest monthly over the following thirty-six months. Pursuant to the Employment Agreement, vesting was accelerated by a period of one year at the effective time of the Merger. |
| (13) | The option was granted on February 16, 2010 and provided for vesting of one-fourth of the shares subject to the option on February 16, 2011 and one thirty-sixth of the remaining shares vest monthly over the following thirty-six months. Pursuant to the Employment Agreement, vesting was accelerated by a period of one year at the effective time of the Merger. |