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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 | ||||||||
| Non- Qualified Stock Options | $ 6.73 | (9) | 09/09/2025 | Common Stock | 3,665,271 | 3,665,271 | 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 | 06/05/2018 | |
| **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 withheld by Symantec Corporation ("Symantec") to satisfy tax withholding requirements on vesting of restricted stock units. No shares were sold. |
| (2) | The shares were originally acquired pursuant to the Restricted Stock Reinvestment Agreement, dated as of June 12, 2016 with Symantec. |
| (3) | Reflects the transfer of 155,541 shares from the Gregory S Clark TR UA 01/29/2016 TMC 2016 GRAT (the "TMC 2016 GRAT") to the Gregory S Clark TR UA 01/29/2016 Gregory S Clark Living Trust (the "Clark Living Trust") on February 15, 2018. These shares were distributed in accordance with the terms of the TMC 2016 GRAT upon its expiration since the insider's last filed report. The Clark Living Trust originally contributed these shares to said GRAT. |
| (4) | Reflects the transfer of 430,027 shares from the Gregory S Clark TR UA 01/29/2016 GSC Family 2016 GRAT (the "GSC Family 2016 GRAT") to the Clark Living Trust on February 27, 2018 in accordance with the terms of the GSC Family 2016 GRAT upon its expiration since the insider's last filed report. The Clark Living Trust originally contributed these shares to said GRAT. |
| (5) | Includes the distribution of 271,403 shares from the GSC Family 2016 GRAT to the First Republic Trust Company of Delaware LLC TR UA 02/22/18 GSC 2018 Family Investment Trust, ("GSC 2018 Family Investment Trust") on February 27, 2018. These shares were distributed in accordance with the terms of the GSC Family 2016 GRAT upon its expiration since the insider's last filed report. The reporting person's minor children are beneficiaries of such trust. First Republic Trust Company of Delaware LLC, as Trustee of the GSC 2018 Family Investment Trust, is independent of the reporting person. The reporting person does not have or share investment control with respect to the shares held by such trust. |
| (6) | Includes the distribution of 459,053 shares from the GSC Family 2016 GRAT to the First Republic Trust Company of Delaware LLC TR UA 02/22/18 GSC 2018 Family Legacy Trust, ("GSC 2018 Family Legacy Trust") on February 27, 2018. These shares were distributed in accordance with the terms of the GSC Family 2016 GRAT upon its expiration since the insider's last filed report. The reporting person's minor children are beneficiaries of such trust. First Republic Trust Company of Delaware LLC, as Trustee of the GSC 2018 Family Legacy Trust, is independent of the reporting person. The reporting person does not have or share investment control with respect to the shares held by such trust. |
| (7) | Includes the distribution of 183,621 shares from the GSC Family 2016 GRAT to the First Republic Trust Company of Delaware LLC TR UA 02/22/18 GSC 2018 Family Support Trust, ("GSC 2018 Family Support Trust") on February 27, 2018 in accordance with the terms of the GSC Family 2016 GRAT upon its expiration since the insider's last filed report. The reporting person's minor children are beneficiaries of such trust. First Republic Trust Company of Delaware LLC, as Trustee of the GSC 2018 Family Support Trust, is independent of the reporting person. The reporting person does not have or share investment control with respect to the shares held by such trust. |
| (8) | Reflects the distribution of 292,505 shares from the TMC 2016 GRAT to the Wells Fargo Delaware Trust Company NA TR UA 01/29/16 TMC Investment Trust ("TMC Investment Trust"), on February 15, 2018 in accordance with the terms of the TMC 2016 GRAT upon its expiration since the insider's last filed report. Wells Fargo Delaware Trust Company N.A., as Trustee of the TMC Investment Trust, is independent of the reporting person. The reporting person does not have or share investment control with respect to the shares held by such trust. |
| (9) | The option vests and becomes exercisable in equal monthly installments over a period of two years, beginning August 1, 2016. No transaction is reported. The amount of securities held following the reported transaction is included for information purposes only. |