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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) | $ 6.73 | 08/01/2016 | A | 3,865,271 | (7) | 09/09/2025 | Common Stock | 3,865,271 | (8) | 3,865,271 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Clark Gregory S. 350 ELLIS STREET MOUNTAIN VIEW, CA 94043 |
X | CEO | ||
| /s/ Philip Reuther, as attorney-in-fact for Gregory S. Clark | 08/03/2016 | |
| **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 acquired pursuant to the Restricted Stock Reinvestment Agreement, dated as of June 12, 2016 with Symantec Corporation ("Symantec"). Shares will vest in equal monthly installments beginning August 30, 2016 and ending on October 30, 2019. |
| (2) | Shares acquired pursuant to the LLC Reinvestment Agreement, dated as of June 12, 2016 with Symantec. |
| (3) | Shares acquired pursuant to the merger (the "Merger") in which a wholly owned subsidiary of Symantec was merged with and into Blue Coat, Inc. ("Blue Coat"). The Reporting Person held 246,749.05 restricted stock units to acquire Blue Coat common stock that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest fully in one installment on November 12, 2016. |
| (4) | Shares acquired pursuant to the Merger. The Reporting Person held 246,749.05 restricted stock units to acquire Blue Coat common stock that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest fully in one installment on November 12, 2017. |
| (5) | Shares acquired pursuant to the Merger. The Reporting Person held restricted stock units to acquire 148,049.43 shares of common stock of Blue Coat that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest 30% on August 1, 2017, 30% on August 1, 2018, and 40% on August 1, 2019. |
| (6) | Shares acquired pursuant to the Merger. The Reporting Person held restricted stock units to acquire 86,529.96 shares of common stock of Blue Coat that were exchanged for restricted stock units to acquire Symantec common stock in the Merger. On the effective date of the Merger, the closing price of Symantec's common stock was $20.55 per share. Shares to vest 30% on August 1, 2017, 30% on August 1, 2018, and 40% on August 1, 2019. |
| (7) | The option vests and becomes exercisable in equal monthly installments over a period of two years, beginning August 1, 2016. |
| (8) | Acquired pursuant to the Merger. The Reporting Person held an employee stock option to acquire 2,600,000 shares of Blue Coat common stock for $10.00 per share that was exchanged for this option to purchase shares of common stock of Symantec in the Merger. |