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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2021 (the "Convertible Notes") of Symantec Corp. (the "Issuer") held directly by BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities"). |
(2) |
The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by the Global Private Equity Board of Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(3) |
In accordance with an investment agreement, dated as of June 14, 2016, the Bain Capital Entities are restricted from converting the Convertible Notes prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions. |
(4) |
The Convertible Notes mature on August 15, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
(5) |
Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee. |
(6) |
The initial conversion rate of 48.9860 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $20.41 per share of Common Stock. |