Sec Form 13D Filing - Cote Michael R filing for SecureWorks Corp (SCWX) - 2021-03-17

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

  2,590,462 shares of Class A Common Stock

  Shared voting power

  -0-

  Sole dispositive power

  1,451,980 shares of Class A Common Stock

  Shared dispositiv e power

  -0-

  Aggregate amount beneficially owned by each reporting person

  2,590,462 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)

  18.6% (1)

  Type of reporting person (see instructions)

  IN

Based on 13,029,259 shares of Class A Common Stock outstanding as of March 17, 2021, as provided by the Issuer.

Source and Amount of Funds or Other Consideration.

Purpose of the Transaction.

Interest in Securities of the Issuer.

As of March 17, 2021, the Reporting Person beneficially owned 2,590,462 shares of the Class A Common Stock, consisting of (i) 1,138,482 restricted shares of Class A Common Stock which are subject to vesting, (ii) 889,183 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) 562,797 unrestricted shares of Class A Common Stock. As of such date, the 2,590,462 shares of Class A Common Stock beneficially owned by the Reporting Person represented approximately 18.6% of the shares of Class A Common Stock.⁽¹⁾

As of March 17, 2021, the Reporting Person has:

sole power to vote or direct the vote of 2,590,462 shares of Class A Common Stock;

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

Based on 13,029,259 shares of Class A Common Stock outstanding as of March 17, 2021, as provided by the Issuer.

sole power to dispose or direct the disposition of 1,451,980 shares of Class A Common Stock⁽²⁾; 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 21,981 shares of Class A Common Stock on March 2, 2021 in satisfaction of tax withholding obligations related to the vesting on such date of previously reported awards of restricted shares under the 2016 Plan, there have been no transactions in shares of Class A Common Stock by the Reporting Person during the past 60 days. The delivery of such 21,981 shares to the Issuer was executed at a price of $14.85 per share of Class A Common Stock.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Receipt of an additional 18,181 performance-based restricted shares of Class A Common Stock on February 23, 2021 upon the certification by the Compensation Committee of the Board of achievement with respect to a compensatory equity incentive award under the 2016 Plan previously granted to the Reporting Person on April 17, 2020 in the initial amount of 227,273 performance-based restricted shares of Class A Common Stock. The additional 18,181 shares will vest in three equal installments on each of (i) April 17, 2021, (ii) April 17, 2022 and (iii) April 17, 2023.

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 March 15, 2021 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 March 15, 2022. 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 28, 2022, or (ii) March 15, 2022, and with subsequent vesting events to occur on March 15, 2023 and March 15, 2024.

As of March 17, 2021, 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 2,590,462 shares of Class A Common Stock beneficially owned by the Reporting Person as of such date, 1,138,482 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 March 17, 2021, (i) 13,029,259 shares of Class A Common Stock were issued and outstanding, as provided by the Issuer, 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 March 17, 2021, the Reporting Person has voting power over shares of Class A Common Stock representing approximately 0.36% of the combined voting power of both classes of common stock of the Issuer.

Material to be Filed as Exhibits.