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Filing Details

Accession Number:: 0000921895-20-001738
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-09 17:51:15
Reporting Period:: 2020-06-08

Accepted Time:: 2020-06-09 17:51:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
849399	Nortonlifelock Inc.	NLOK	Services-Prepackaged Software (7372)	770181864

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1410600	A Peter Feld	777 Third Avenue, 18Th Floor New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value	Acquisiton	2020-06-08	7,711,005	$14.99	7,712,005	No	4	X	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.01 Par Value	Acquisiton	2020-06-08	606,033	$14.99	606,033	No	4	X	Indirect	By Starboard Leaders Tango LLC
Common Stock, $0.01 Par Value	Disposition	2020-06-08	3,861,418	$20.97	3,850,587	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
Common Stock, $0.01 Par Value	Disposition	2020-06-08	608,250	$20.97	1,824,750	No	4	S	Indirect	By Starboard Value and Opportunity S LLC
Common Stock, $0.01 Par Value	Disposition	2020-06-08	348,651	$20.97	1,045,955	No	4	S	Indirect	By Starboard Value and Opportunity C LP
Common Stock, $0.01 Par Value	Disposition	2020-06-08	303,461	$20.97	302,572	No	4	S	Indirect	By Starboard Leaders Tango LLC
Common Stock, $0.01 Par Value	Disposition	2020-06-08	407,349	$20.97	1,222,049	No	4	S	Indirect	By Starboard Leaders Select VI LP
Common Stock, $0.01 Par Value	Disposition	2020-06-08	336,178	$20.97	1,008,537	No	4	S	Indirect	By Starboard Value and Opportunity Master Fund L LP
Common Stock, $0.01 Par Value	Disposition	2020-06-08	5,034,888	$20.97	14,830,484	No	4	S	Indirect	By Managed Accounts of Starboard Value LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	X	Indirect	By Starboard Leaders Tango LLC
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund Ltd
No	4	S	Indirect	By Starboard Value and Opportunity S LLC
No	4	S	Indirect	By Starboard Value and Opportunity C LP
No	4	S	Indirect	By Starboard Leaders Tango LLC
No	4	S	Indirect	By Starboard Leaders Select VI LP
No	4	S	Indirect	By Starboard Value and Opportunity Master Fund L LP
No	4	S	Indirect	By Managed Accounts of Starboard Value LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, $0.01 Par Value	Call Option (right to buy)	Disposition	2020-06-08	7,711,005	$0.00	7,711,005	$14.99
Common Stock, $0.01 Par Value	Call Option (right to buy)	Disposition	2020-06-08	606,033	$0.00	606,033	$14.99

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,733,667	2019-12-05	2020-12-11	No	4	X	Indirect
607,814	2019-12-05	2020-12-11	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value	40,008	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, $0.01 Par Value	Put Option (obligation to buy)	$12.09	2019-12-05	2020-12-11	15,444,672	15,444,672	Indirect
Common Stock, $0.01 Par Value	Put Option (obligation to buy)	$12.09	2019-12-05	2020-12-11	1,213,847	1,213,847	Indirect
Common Stock, $0.01 Par Value	Forward Purchase Contract	$0.00		2021-02-16	274,186	1	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2020-12-11	15,444,672	15,444,672	Indirect
2020-12-11	1,213,847	1,213,847	Indirect
2021-02-16	274,186	1	Indirect

Footnotes

Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Leaders Tango LLC ("Starboard Tango LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Tango LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Tango LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Leaders Select VI LP ("Starboard Select VI LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Select VI LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Select VI LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities owned directly by Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard L Master, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard L Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Securities held in certain accounts managed by Starboard Value LP (the "Starboard Value LP Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Starboard Value LP Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Starboard Value LP through one of the Starboard Value LP Accounts entered into a forward purchase contract providing for the purchase of 274,186 Shares (the "Forward Contract"). The Forward Contract has a final valuation date of February 16, 2021, however, Starboard Value LP has the ability to elect early settlement after serving notice to the counter party of such intention at least two (2) scheduled trading days in advance of the desired early final valuation date. The Forward Contract provides for physical settlement. Until the settlement date, the Forward Contract does not give Starboard Value LP voting or dispositive control over the Shares to which the contract relates.
These call options initially had an exercise price of $26.99 per share of Common Stock, $0.01 par value (the "Common Stock"), however, pursuant to the terms of such call options, the exercise price was subsequently adjusted to $14.99 per share of Common Stock in connection with the special dividend that was declared by the Issuer.
These put options initially had an exercise price of $24.09 per share of Common Stock, however, pursuant to the terms of such put options, the exercise price was subsequently adjusted to $12.09 per share of Common Stock in connection with the special dividend that was declared by the Issuer.