Sec Form 13D Filing - Cote Michael R filing for SecureWorks Corp (SCWX) - 2020-04-23

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Names of reporting persons

Michael R. Cote

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

SEC use only

Source of funds (see instructions)

OO

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐

Citizenship or place of organization

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

1,949,781 shares of Class A Common Stock

Shared voting power

-0-

Sole dispositive power

1,215,111 shares of Class A Common Stock

Shared dispositive power

-0-

Aggregate amount beneficially owned by each reporting person

1,949,781 shares of Class A Common Stock

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐

Percent of class represented by amount in Row (11)

15.2% (1)

Type of reporting person (see instructions)

IN

Based on 12,119,947 shares of Class A Common Stock outstanding as of April 22, 2020, as provided by the Issuer, and reflects the delivery of 32,443 shares of Class A Common Stock to the Issuer on that date, as reported in Item 5(c).

As of April 23, 2020, the Reporting Person beneficially owned 1,949,781 shares of the Class A Common Stock, consisting of (i) 734,670 restricted shares of Class A Common Stock which are subject to vesting, (ii) 711,346 shares of Class A Common Stock which the Reporting Person either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after such date and (iii) 503,765 unrestricted shares of Class A Common Stock. As of such date, the 1,949,781 shares of Class A Common Stock beneficially owned by the Reporting Person represented approximately 15.4% of the shares of Class A Common Stock.⁽¹⁾

As of April 23, 2020, the Reporting Person has:

sole power to vote or direct the vote of 1,949,781 shares of Class A Common Stock;

shared power to vote or direct the vote of -0- shares of Class A Common Stock;

Based on 12,119,947 shares of Class A Common Stock outstanding as of April 22, 2020, as provided by the Issuer, and reflects the delivery of 32,443 shares of Class A Common Stock to the Issuer on that date, as reported in Item 5(c).

sole power to dispose or direct the disposition of 1,215,111 shares of Class A Common Stock⁽¹⁾; and

shared power to dispose or direct the disposition of -0- shares of Class A Common Stock.

Except (1) as described in Item 4 above with respect to the receipt of the compensatory equity awards under the 2016 Plan and (2) for the delivery by the Reporting Person to the Issuer of shares of Class A Common Stock in satisfaction of tax withholding obligations related to the vesting on each relevant date of previously reported awards of restricted shares under the 2016 Plan, effective as of the following dates: (i) March 2, 2020, in the amount of 21,274 shares, (ii) March 7, 2020, in the amount of 28,488 shares, (iii) April 2, 2020, in the amount of 22,956 shares, and (iv) April 22, 2020, in the amount of 32,443 shares, there have been no transactions in shares of Class A Common Stock by the Reporting Person during the past 60 days. The deliveries of such 21,274 shares, 28,488 shares, 22,956 shares and 32,443 shares to the Issuer were executed at prices of $13.89, $13.03, $10.65, and $11.60, respectively, per share of Class A Common Stock.

Grants of (a) 87,500 time-based restricted shares of Class A Common Stock and (b) 87,500 performance-based restricted shares of Class A Common Stock, made on April 2, 2019 in accordance with the Issuer’s compensation policy with respect to its executive officers. Each of the time-based awards vests ratably over a three-year period contingent upon the Reporting Person continuing in service with the Issuer or its subsidiari es on each vesting date, with the first vesting date to occur on April 2, 2020. Each of the performance-based awards will be earned, if any, upon the achievement of performance goals specified in the applicable award agreement and thereafter will vest over a three-year period contingent upon the Reporting Person continuing in service with the Issuer or its affiliates on each vesting date, with the first vesting event to occur on the later of (i) the date of certification of achievement, which will be no later than 75 days following January 31, 2020, or (ii) April 2, 2020, and with subsequent vesting events to occur on April 2, 2021 and April 2, 2022.

Grants of (a) time-based restricted shares of Class A Common Stock and (b) performance-based restricted shares of Class A Common Stock, made on April 17, 2020 in accordance with the Issuer’s compensation policy with respect to its executive officers. Each of the time-based awards vests ratably over a three-year period contingent upon the Reporting Person continuing in service with the Issuer or its subsidiaries on each vesting date, with the first vesting date to occur on April 17, 2021. Each of the performance-based awards will be earned, if any, upon the achievement of performance goals specified, or provided for, in the applicable award agreement and thereafter will vest over a three-year period contingent upon the Reporting Person continuing in service with the Issuer or its subsidiaries on each vesting date, with the first vesting event to occur on the later of (i) the date of certification of achievement, which will be no later than 75 days following January 29, 2021, or (ii) April 17, 2021, and with subsequent vesting events to occur on April 17, 2022 and April 17, 2023.

As of April 23, 2020, the Reporting Person has the right to vote, but not the right to dispose or direct the disposition of, the unvested restricted shares of Class A Common Stock beneficially owned by the Reporting Person. Of the 1,949,781 shares of Class A Common Stock beneficially owned by the Reporting Person as of such date, 734,670 are restricted shares of Class A Common Stock over which the Reporting Person will not have investment power until the vesting thereof, as reported in Item 6 of the Schedule 13D. Under the terms of the Issuer’s Amended and Restated Certificate of Incorporation, a holder of a share of Class A Common Stock is entitled to one vote per share and a holder of a share of Class B Common Stock is entitled to ten votes per share. The holders of the Class A Common Stock and the Class B Common Stock vote together as a single class on all matters submitted to a stockholder vote. As of April 22, 2020, (i) 12,119,947 shares of Class A Common Stock were issued and outstanding and (ii) 70,000,000 shares of Class B Common Stock were issued and outstanding, all of which shares of Class B Common Stock were beneficially owned by Dell Technologies Inc. through an indirect wholly-owned subsidiary. As of April 23, 2020, the Reporting Person has voting power over shares of Class A Common Stock representing approximately 0.27% of the combined voting power of both classes of common stock of the Issuer.