SEC FORM 4

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

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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^*

Feld Peter A

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(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)
05/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		81,290	D	$26.1	10,070,060	I	By Starboard Value and Opportunity Master Fund Ltd⁽²⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		1,496,407	D	$26.1004	8,573,653	I	By Starboard Value and Opportunity Master Fund Ltd⁽²⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		298,223	D	$26.1036	8,275,430	I	By Starboard Value and Opportunity Master Fund Ltd⁽²⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		14,612	D	$26.1	1,810,138	I	By Starboard Value and Opportunity S LLC⁽³⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		268,986	D	$26.1004	1,541,152	I	By Starboard Value and Opportunity S LLC⁽³⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		53,607	D	$26.1036	1,487,545	I	By Starboard Value and Opportunity S LLC⁽³⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		8,376	D	$26.1	1,037,579	I	By Starboard Value and Opportunity C LP⁽⁴⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		154,183	D	$26.1004	883,396	I	By Starboard Value and Opportunity C LP⁽⁴⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		30,728	D	$26.1036	852,668	I	By Starboard Value and Opportunity C LP⁽⁴⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		6,100	D	$26.1	904,286	I	By Starboard Leaders Tango LLC⁽⁵⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		1,190	D	$26.1	903,096	I	By Starboard Leaders Tango LLC⁽⁵⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		112,295	D	$26.1004	790,801	I	By Starboard Leaders Tango LLC⁽⁵⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		21,905	D	$26.1004	768,896	I	By Starboard Leaders Tango LLC⁽⁵⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		22,379	D	$26.1036	746,517	I	By Starboard Leaders Tango LLC⁽⁵⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		4,366	D	$26.1036	742,151	I	By Starboard Leaders Tango LLC⁽⁵⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		9,786	D	$26.1	1,212,263	I	By Starboard Leaders Select VI LP⁽⁶⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		180,142	D	$26.1004	1,032,121	I	By Starboard Leaders Select VI LP⁽⁶⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		35,901	D	$26.1036	996,220	I	By Starboard Leaders Select VI LP⁽⁶⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		8,076	D	$26.1	1,000,461	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		148,668	D	$26.1004	851,793	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		29,629	D	$26.1036	822,164	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		11,474	D	$26.1	1,421,430	I	By Starboard X Master Fund Ltd⁽⁸⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		211,224	D	$26.1004	1,210,206	I	By Starboard X Master Fund Ltd⁽⁸⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		42,095	D	$26.1036	1,168,111	I	By Starboard X Master Fund Ltd⁽⁸⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		28,096	D	$26.1	3,480,427	I	By Managed Accounts of Starboard Value LP⁽⁹⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		517,190	D	$26.1004	2,963,237	I	By Managed Accounts of Starboard Value LP⁽⁹⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/17/2021		S		103,072	D	$26.1036	2,860,165	I	By Managed Accounts of Starboard Value LP⁽⁹⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/18/2021		S		49,874	D	$26.4366	2,810,291	I	By Managed Accounts of Starboard Value LP⁽⁹⁾
Common Stock, $0.01 Par Value⁽¹⁾	05/18/2021		S		33,249	D	$26.5341	2,777,042	I	By Managed Accounts of Starboard Value LP⁽⁹⁾
Common Stock, $0.01 Par Value								52,226	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Due to the Securities and Exchange Commission's electronic filing system limitation of thirty line items on Table I, this Form 4 filing is part one of two reporting transactions that were executed on May 17, 2021 and May 18, 2021.

2. 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 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.

3. 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 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.

4. 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 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.

5. 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 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.

6. 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 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.

7. 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 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.

8. Securities beneficially owned by Starboard X Master Fund Ltd ("Starboard X 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 X Master, and as a 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 X 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.

9. 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 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.

	/s/ Peter A. Feld	05/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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