SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Silver Lake (Offshore) AIV GP IV, Ltd. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NortonLifeLock Inc. [ NLOK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/10/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2.00% Convertible Senior Notes due 2022	$20.41(2)	09/10/2020		S(1)			$250,000,000	(3)	(4)	Common Stock	12,246,500(5)	$299,516,944.43(1)	$0.00	I	Held through SLP IV Star Holdings, L.P.(6)(7)

1. Name and Address of Reporting Person* Silver Lake (Offshore) AIV GP IV, Ltd. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Silver Lake Technology Associates IV Cayman, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SLP IV Star GP, L.L.C. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SLP IV Star Holdings, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hao Kenneth (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. On September 10, 2020, SLP IV Star Holdings, L.P. ("Star") sold $250,000,000 principal amount of 2.00% Convertible Senior Notes due 2022 (the "2.00% Convertible Notes") for cash consideration of $299,516,944.43, which consideration includes accrued and unpaid interest through the date of settlement. The sale is expected to close on or about September 17, 2020.

2. Represents the approximate conversion price of the 2.00% Convertible Notes, based on the conversion rate calculated pursuant to the Indenture, dated as of February 4, 2020, by and between the Issuer and Wells Fargo Bank, National Association, as trustee, as amended.

3. Pursuant to the Investment Agreement, dated as of June 12, 2016, as amended, Star was restricted, subject to certain exceptions, from converting the 2.00% Convertible Notes prior to February 15, 2022.

4. The 2.00% Convertible Notes are scheduled to mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms.

5. This number represents the number of shares of Common Stock issuable upon conversion of the 2.00% Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through the delivery of a number of shares of Common Stock and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2.00% Convertible Notes, based on the current conversion rate of 48.9860 shares of Common Stock per $1,000 principal amount of 2.00% Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indenture governing the 2.00% Convertible Notes.

6. These securities were held by Star. SLP IV Star GP, L.L.C. ("Star GP") is the general partner of Star. Silver Lake Technology Associates IV Cayman, L.P. ("SLTA") is the sole member of Star GP. Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP") is the general partner of SLTA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and is a director of AIV GP. Each of Star, Star GP, SLTA and AIV GP may be deemed to be a director by deputization of the Issuer.

7. Not included on this Form 4 are an additional aggregate amount of $250,000,000 principal amount of 2.500% Convertible Senior Notes due 2022 with an approximate conversion price of $16.77 held by SLP IV Seal Holdings, L.P. and SLP IV Seal II Holdings, L.P., which convertible notes continue to be held by such holders following the reported transaction.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person was a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP IV, Ltd.	09/10/2020
	/s/ Kenneth Y. Hao, Director of Silver Lake (Offshore) AIV GP IV, Ltd., L.P., general partner of Silver Lake Technology Associates IV Cayman, L.P.	09/10/2020
	/s/ Kenneth Y. Hao, Director of SLP IV Star GP, L.L.C.	09/10/2020
	/s/ Kenneth Y. Hao, Director of SLP IV Star GP, L.L.C., general partner of SLP IV Star Holdings, L.P.	09/10/2020
	/s/ Kenneth Y. Hao	09/10/2020
	** Signature of Reporting Person	Date
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