electronically filed 1 robbins geller rudman by superior ... · 1 robbins geller rudman...

1 ROBBINS GELLER RUDMAN &DOWDLLP

2 RANDALL J. BARON (150796) A. RICK ATWOOD, JR. (156529)

3 MAXWELL R. HUFFMAN (264687) 655 West Broadway, Suite 1900

4 San Diego, CA 92101 Telephone: 619/231-1058

5 619/231-7423 (fax)

6 Lead Counsel for Plaintiffs

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9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

1 o In re McAFEE, INC. SHAREHOLDER ) LITIGATION )

11 ) Consolidated action, including: )

12 Greenberg v. McAfee, Inc., Santa Clara County)

13 Superior Court, Case No. 1:10-cv-180413 ) Colwell v. McAfee, Inc., Santa Clara County )

14 Superior Court, Case No. 1:10-cv-180420 ) Faulkner v. McAfee, Inc., Santa Clara County )

15 Superior Court, Case No. 1:10-cv-180597 ) Korsinsky v. Bass, Santa Clara County Superior)

16 Court, Case No. 1: 1 O-cv-180928 )

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18 This Document Relates To:

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ALL ACTIONS.

) ) ) ) )

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Lead Case No. 1 :10-cv-180413

CLASS ACTION

DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION AND PUBLICATION

DATE: October 4, 2019 TIME: 9:00 a.m. DEPT: 5 DATE ACTION FILED: 08/19/2010

Judge: Hon. Thomas E. Kuhnle

DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION AND PUBLICATION

Electronically Filedby Superior Court of CA,County of Santa Clara,on 7/29/2019 4:50 PMReviewed By: R. WalkerCase #2010-1-CV-180413Envelope: 3193055

2010-1-CV-180413Santa Clara – Civil

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I, CAROLE K. SYLVESTER, declare:

1. I am employed as the Director of Notice by Gilardi & Co. LLC ("Gilardi"), located at

3 3301 Kerner Blvd., San Rafael, California. The following statements are based on my personal

4 knowledge and information provided to me by other Gilardi employees and, if called as a witness, could

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and would testify competently thereto.

2. Pursuant to this Court's May 24, 2019 Order Re: Continued Motion for Preliminary

8 Approval of Class Action Settlement (the "Notice Order"), Gilardi was appointed to supervise and

9 administer the notice procedure as well as the processing of claims in connection with the proposed

10 Settlement of the above-captioned action (the "Action"). I oversaw the notice services that Gilardi

11 provided in accordance with the Notice Order.

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3. I submit this declaration in order to provide the Court and the parties to the Action with

information regarding: (i) mailing of the Court-approved Notice of Proposed Settlement of Class Action

( the "Notice") and the Proof of Claim (collectively, the "Notice Package" attached hereto as Exhibit A);

(ii) publication of the Summary Notice of Proposed Settlement of Class Action (the "Summary

Notice"); and (iii) establishment of the website and toll-free telephone number dedicated to this

Settlement.

DISSEMINATION OF THE NOTICE PACKAGE

4. Pursuant to the Notice Order, Gilardi is responsible for disseminating the Notice Package

to potential Class Members. By definition, Class Members are all holders of McAfee, Inc. ("McAfee") 21

22 common stock who exchanged their shares for consideration in the acquisition of McAfee by Intel

23 Corporation at the price of$48.00 per share. Excluded from the Class are Defendants and any person,

24 firm, trust, corporation or other entity related to or affiliated with any Defendant. Also excluded from

25 the Class is any person who validly requested exclusion from the Class following the issuance of the

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Notice of Pendency.

-2-DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION AND PUBLICATION

1 5. Gilardi used the initial list of 283 names and addresses from the Notice of Pendency

2 mailed on April 16, 2012. Gilardi had the name and address data printed on the Notice Packages,

3 posted the Notice Packages for First-Class Mail, postage prepaid, and delivered 283 Notice Packages on

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June 11, 2019, to the United States Post Office located in Santa Rosa, California.

6. In addition, on June 11, 2019, as part of its normal mailing procedures, Gilardi mailed by

7 First-Class Mail, Notice Packages and cover letters to 280 brokerages, custodial banks, and other

8 institutions ("Nominal Holders") that hold securities in "street name" as nominees for the benefit of

9 their customers who are the beneficial owners of the securities. The Nominal Holders also include a

10 group of filers/institutions who have requested notification of every securities case. These Nominal

11 Holders are included in a proprietary database created and maintained by Gilardi. In Gilardi's

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13 experience, the Nominal Holders included in this proprietary database represent a significant majority

of the beneficial holders of securities. The cover letter accompanying the Notice Packages advised the 14

15 Nominal Holders of the proposed Settlement and requested their cooperation in forwarding the Notice

16 Packages to potential Class Members. In the over 25 years that Gilardi has provided notice and claims

17 administration services in securities class actions, Gilardi has found that the majority of potential class

18 members hold their securities in street name and are notified through the Nominal Holders. Gilardi also

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mailed Notice Packages and cover letters to the 4,655 institutions included on the U.S. Securities and

Exchange Commission's ("SEC") list of active brokers and dealers at the time of mailing. A sample of

the cover letter mailed to Nominal Holders and the institutions included on the SEC's list of active 22

23 brokers and dealers is attached hereto as Exhibit B.

24 7. On June 11, 2019, Gilardi also delivered electronic copies of the Notice Package to 392

25 registered electronic filers who are qualified to submit electronic claims. These filers are primarily

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institutions and third-party filers who typically file numerous claims on behalf of beneficial owners for

whom they act as trustees or fiduciaries.


1 8. As part of the notice campaign for this Settlement, Gilardi also caused the Notice

2 Package to be published by the Depository Trust Company ("DTC") on the DTC Legal Notice System

3 ("LENS") on June 11, 2019. LENS enables the participating bank and broker nominees to review the

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Notice Package and contact Gilardi for copies of the Notice Package for their beneficial holders.

9. Gilardi has acted as a repository for shareholder and nominee inquiries and

7 communications received in this Action. In this regard, Gilardi has forwarded the Notice Package on

8 request to nominees who held McAfee for the beneficial interest of other persons. Gilardi has also

9 forwarded the Notice Package directly to beneficial owners upon receipt of the names and addresses

10 from such beneficial owners or nominees.

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10. Following the initial mailing, Gilardi received 19 responses to the outreach efforts

described above, including computer files containing a total of 11,238 names and addresses of potential

Class Members. Gilardi has also received three responses that included mailing labels with names and 14

15 addresses of an additional 15 potential Class Members. In addition, 15 institutions requested that

16 Gilardi send them a total of 5,227 Notice Packages for forwarding directly to their clients. Each of

17 these requests has been completed in a timely manner.

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11. As of the date of this declaration, Gilardi has mailed a total of22,090 Notice Packages to

potential Class Members and nominees.

TELEPHONE HOTLINE AND WEBSITE

12. Gilardi established and continues to maintain a toll-free telephone number to

23 accommodate potential Class Member inquiries. This toll-free number, 1-866-610-7721, became

24 operational on June 11, 2019. The toll-free telephone number was set forth in the Notice, Summary

25 Notice and on the case website. Gilardi has, and will continue to promptly respond to all inquiries

26 through the toll-free telephone number.

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1 13. To further assist potential Class Members in connection with the Settlement, Gilardi

2 established and maintains a website dedicated to the Settlement

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(www.McAfeeShareholderSettlement.com). The web address was set forth in the Notice Package and

Summary Notice. This website became operational on June 11, 2019. On that date, and since, visitors

to the website could download the Notice, Proof of Claim, Stipulation of Settlement, and Notice Order. 6

7 Class Members can also complete and submit a Proof of Claim through the website.

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PUBLICATION OF THE SUMMARY NOTICE

In accordance with the Notice Order, Gilardi caused the Summary Notice to be published

10 in The Wall Street Journal, Investor's Business Daily and over the Business Wire on June 17, 2019, as

l 1 shown in the Declarations of Publication attached hereto as Exhibit C.

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I declare under penalty of perjury that the foregoing is true and correct. Executed this 29th day

of July, 2019, at San Rafael, California.


J,

EXHIBIT A

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA

In re McAFEE, INC. SHAREHOLDER LITIGATION )

Consolidated action, including:

Greenberg v. McAfee, Inc., Santa Clara County Superior Court, Case No. 1: 1 O-cv-180413 Colwell v. McAfee, Inc., Santa Clara County Superior Court, Case No. 1: 1 O-cv-180420 Faulkner v. McAfee, Inc., Santa Clara County Superior Court, Case No. 1: 1 O-cv-180597 Korsinsky v. Bass, Santa Clara County Superior Court, Case No. 1: 1 O-cv-180928

) ) ) ) ) ) ) ) ) ) )

------------) This Document Relates To:

ALL ACTIONS.

) ) ) __________________ )

Lead Case No. 1: 10-cv-180413

CLASS ACTION

Judge: Hon. Thomas E. Kuhnle Dept: 5

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS OR ENTITIES WHO HELD SHARES OF COMMON STOCK IN MCAFEE, INC. ("MCAFEE") AND EXCHANGED THEIR SHARES FOR CONSIDERATION IN THE ACQUISITION OF MCAFEE BY INTEL CORPORATION AT THE PRICE OF $48.00 PER SHARE (THE "CLASS") 1

PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF THE ACTION REFERRED TO IN THE CAPTION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS.

THE PURPOSE OF THIS NOTICE

The purpose of this Notice is to inform you of a proposed settlement (the "Settlement") of the above-captioned action (the "Action"), by and among the parties to the Action pending before the Superior Court of the State of California, County of Santa Clara (the "Court"), and of a hearing to be held before the Court, in Department 5, 191 North First Street, San Jose, California, on October 4, 2019, at 9:00 a.m. (the "Settlement Hearing"). The purpose of the Settlement Hearing is to determine: (a) whether the Court should approve the Settlement of the Action for a total of Eleven Million Seven Hundred Thousand Dollars ($11 ,700,000.00) on the terms and conditions set forth in the Stipulation of Settlement dated March 13, 2019 ("Stipulation")2; (b) whether the Court should approve the proposed plan of distribution; ( c) whether the Court should grant the application of Class Counsel for an award of attorneys' fees and expenses and a plaintiff service award; and (d) such other matters as may properly come before the Court.

The Court has the right to adjourn the Settlement Hearing without further notice to the Class. The Court also has the right to approve the Settlement with or without modifications, to enter its final judgment and to order the payment of attorneys' fees and expenses without further notice to the Class.

WHAT IS THIS LAWSUIT ABOUT?

On August 19, 2010, McAfee and Intel Corporation entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which, among other things, Intel Corporation, through its wholly-owned subsidiary, Jefferson Acquisition Corporation ("Jefferson," and together with Intel Corporation, "Intel"), would acquire all outstanding shares of McAfee stock at a price of $48.00 per share in cash subject to a vote of McAfee's shareholders, unless dissenting shareholders exercised their statutory appraisal rights pursuant to Section 262 of the Delaware General Corporation Law ("DGCL").

This Action alleges that Defendant David DeWalt ("DeWalt"), who served as McAfee's Chief Executive Officer and a member of the McAfee Board of Directors, breached his fiduciary duties to the Class. The Action further alleges that Defendants Intel and McAfee aided and abetted these alleged breaches of fiduciary duty. Defendants deny these allegations.

Excluded from the Class are Defendants and any person, firm, trust, corporation or other entity related to or affiliated with any Defendant. Also excluded from the Class is any Person who validly requested exclusion from the Class following the issuance of the Notice of Pendency. If you requested exclusion from the Class in connection with the Notice of Pendency, no further action is required to be excluded from the Class for purposes of the Settlement or any judgment that may be entered in this Action. 2 The Stipulation and other related documents can be obtained on the case dedicated website at www.McAfeeShareholderSettlement.com. All capitalized terms used herein have the same meanings as the terms defined in the Stipulation.

The Stipulation has a detailed procedural history of the Action . www.McAfeeShareholderSettlement.com.

REASONS FOR THE SETTLEMENT

The Stipulation can be obtained at

Plaintiff, through its counsel, has investigated the claims and allegations asserted in the Action, as well as the underlying events and transactions relevant to the Action . In evaluating the Settlement, Plaintiff and its counsel have considered: (i) the benefits to the members of the Class (as defined above) from the Settlement; (ii) the attendant risks of continued litigation and the uncertainty of the outcome of the Action; (iii) the probability of success on the merits and the allegations contained in the Action, including the uncertainty relating to the proof of those allegations; (iv) the desirability of permitting the Settlement to be consummated as provided by its terms; and (v) the conclusion of Class Counsel that the terms and conditions of the Settlement are fair, reasonable, adequate, and in the best interests of the Class.

Defendants have denied, and continue to deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the other wrongful acts alleged in the Action, and expressly maintain that they have diligently and scrupulously complied with their fiduciary and other legal duties, and are entering into the Settlement solely to eliminate the burden and expense of further litigation.

SUMMARY OF THE SETTLEMENT TERMS

In consideration for the full settlement and release of all Released Plaintiff Parties' Claims (as defined below), Defendants will pay a tota l of Eleven Million Seven Hundred Thousand Dollars ($11,700,000.00) ·(the "Settlement Amount") for the benefit of the Class. This amount is in addition to the $48.00 per share consideration McAfee common stock holders received pursuant to the Merger Agreement.

The full terms of the agreement are set forth in the Stipulation (for instructions on how to obtain further information, see "Scope of This Notice" below).

DISTRIBUTION OF THE NET SETTLEMENT FUND

If the Settlement is approved, the Settlement Amount, plus all accrued interest earned by the Escrow Agent through permissible investments (the "Settlement Fund"), less any Fee and Expense Award and plaintiff service award approved by the Court, and Administrative Costs (the "Net Settlement Fund"), will be distributed as follows:

(a) Proof of Claim

Any Class Member who wishes to participate in the distribution of the Net Settlement Fund shall submit to the Claims Administrator a completed Proof of Claim , with adequate supporting documentation, in the form enclosed and mail or submit it online so that it is postmarked (if mailed) or received (if submitted electronically) no later than September 9, 2019. The Proof of Claim may also be obtained and submitted onl ine at www.McAfeeShareholderSettlement.com. Any Proof of Claim submitted to the Claims Administrator after such date may be rejected as untimely. All Class Members who submit a valid Proof of Claim to the Claims Administrator will be "Settlement Payment Recipients ." Notwithstanding the foregoing , Class Counsel shall have the discretion (but not the obligation) to accept for processing late submitted claims so long as the payment to Settlement Payment Recipients is not materially delayed . No Class Member shall have any claim against Plaintiff, Class Counsel , or the Claims Administrator by reason of the decision to exercise such discretion whether to accept late submitted claims.

(b) Plan of Distribution of the Net Settlement Fund

Following the Effective Date, the Net Settlement Fund will be disbursed by the Claims Administrator to the Settlement Payment Recipients and will be allocated on a per-share basis amongst the Settlement Payment Recipients based on the number of shares of McAfee common stock the applicable Settlement Payment Recipient received consideration for in the acquisition of McAfee by Intel at the price of $48.00 per share. No distribution shall be made to Settlement Payment Recipients who would otherwise receive a distribution of less than $10.00. If there is any balance remaining in the Net Settlement Fund after a reasonable time from the date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or otherwise) , then , after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distributions, Class Counsel shall , if feasible, reallocate such balance among Settlement Payment Recipients, who cashed their initial distribution check and who would otherwise receive a distribution of at least $10.00, in an equitable and economic fashion . These redistributions shall be repeated until the balance remaining in the Net Settlement Fund is no longer practicable to distribute to Class Members. Thereafter, any balance which still remains in the Net Settlement Fund shall be donated to the Santa Clara County Public Law Center.

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JUDGMENT AND RELEASE OF CLAIMS

If the Settlement is approved, the Court will enter an order and final judgment (the "Judgment") on the merits against the named Plaintiff and the Class that will release Released Defendant Parties from all Released Plaintiff Parties' Claims. Released Plaintiff Parties' Claims means any and all manner of claims (including Unknown Claims), actions, demands, losses, rights, causes of action, liabilities, obligations, judgments, suits, disputes, matters and issues of any kind or nature whatsoever (including, but not limited to, any claims for damages (whether compensatory, special, incidental, consequential, punitive, exemplary or otherwise), injunctive relief, declaratory relief, rescission or rescissionary damages, interest, attorneys' fees , expert or consulting fees, costs, expenses, or any other form of legal or equitable relief whatsoever), known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that have been or could have been asserted in the Action or in any court, tribunal, forum or proceeding (including, but not limited to, any claims arising under federal , state or foreign law, common law, statute, rule, or regulation relating to alleged fraud, breach of any duty, negligence, violations of the federal or state securities and disclosure laws, or otherwise, and any claims relating to unjust enrichment or self-dealing, including, but not limited to, claims relating to compensation, and including all claims within the exclusive jurisdiction of the federal courts), by or on behalf of Plaintiff or by or on behalf of any other Class Member in his, her, or its capacity as a shareholder of McAfee, whether individual, direct, class, derivative, representative, legal , equitable, or any other type or in any other capacity, against the Released Defendant Parties, and that could have arisen or now do arise out of, relate to, concern , or are based upon the allegations, conduct, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof embraced, involved, or set forth in or otherwise related , directly or indirectly, to the Action or the subject matter of the Action . Released Plaintiff Parties' Claims do not include any claims to enforce the Settlement.

Unknown Claims means:

1. any and all Released Plaintiff Parties' Claims which Plaintiff or any other Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties' Claims against the Released Defendant Parties, including (without limitation) claims which if known by him, her, or it, might have affected his, her, or its decision(s) with respect to the Settlement; and

2. any and all Released Defendant Parties' Claims which any Defendant or any other Released Defendant Party does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties' Claims against the Released Plaintiff Parties, including (without limitation) claims which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement.

THE LAWYERS REPRESENTING THE CLASS

Class Counsel, Robbins Geller Rudman & Dowd LLP, will represent the interests of all members of the Class. You will not be separately charged for these lawyers. As discussed below, any payment of attorneys' fees and expenses will be paid from the Settlement Fund . If you want to be represented by your own lawyer, you may hire one at your own expense.

CLASS COUNSEL'S APPLICATION FOR ATTORNEYS' FEES AND EXPENSES

Concurrently with seeking final approval of the Settlement, Class Counsel will apply to the Court for an award of attorneys' fees of 30% of the Settlement Amount, which is $3,510,000, plus up to $650,000 in expenses (the "Fee and Expense Application") . At the same time, Class Counsel may also apply to the Court for a service award to Plaintiff, the Central Laborers' Pension Fund, of up to $5,000. Any Fee and Expense Award or plaintiff service award approved by the Court will be paid from the Settlement Fund. Class Counsel will make the Fee and Expense Application no later than July 29, 2019.

RIGHT TO APPEAR AND OBJECT

If you are a Class Member, you may object to the terms of the Settlement. Whether or not you object to the terms of the Settlement, you may also object to the requested attorneys' fees and expenses, the award to Plaintiff and/or the plan of distribution. In order for any objection to be considered, you must appear at the Settlement Hearing or you must file a written statement, accompanied by proof of Class membership, with the Court, and send a copy to Class Counsel such that it is received by August 12, 2019. The Court's address is: Superior Court of Santa Clara County, 191 North First Street, San Jose, CA 95113 and Class Counsel's address is: Robbins Geller Rudman & Dowd LLP, c/o Maxwell Huffman, 655 West Broadway, Suite 1900, San Diego, CA 92101. The objection should state whether it applies only to the objector, to a specific subset of the Class, or to the entire Class, and also state with specificity the grounds for the objection. Any person who fails to object in the manner provided above either by appearing at the Settlement Hearing and/or filing a written objection in advance of the Settlement Hearing shall be deemed to have waived such objection and shall forever be barred from making any such objection in the Action.

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THE ORDER AND FINAL JUDGMENT OF THE COURT

If the Court determines that the Settlement is fair, reasonable, and adequate, the parties to the Action will ask the Court to enter an Order and Final Judgment against the named Plaintiff and the Class, which will , among other things:

(a) approve the Settlement as fair, reasonable, and adequate, and direct consummation of the Settlement in accordance with its terms and conditions;

(b) release the Released Defendant Parties from the Released Pla intiff Parties' Claims, and release the Released Plaintiff Parties from the Released Defendant Parties' Claims; and

(c) described therein.

retain jurisdiction over all matters relating to the administration and consummation of the Settlement

In the event the Settlement is not approved, the Settlement shall be of no further force and effect and each party shall then be returned to his, her, or its respective position prior to the Settlement without prejudice and as if the Settlement had not been entered into.

SCOPE OF THIS NOTICE

The foregoing description of the Settlement Hearing, the Action , the terms of the proposed Settlement and other matters described herein does not purport to be comprehensive. Accordingly, members of the Class are referred to the documents filed with the Court in the Action . You or your attorney may examine the documents filed in the Action during regular business hours on any business day at the office of the Superior Court of California, County of Santa Clara , 191 North First Street, San Jose, CA 95113 or online at: www.scscourt.org/online_services/case_info.shtml.

If you would like further information, you may contact:

Rick Nelson Shareholder Relations ROBBINS GELLER RUDMAN

& DOWD LLP .655 West Broadway, Suite 1900 San Diego, CA 92101 1-800-449-4900

or the Claims Administrator at McAfee Shareholder Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 404129 Louisville, KY 40233-4129 1-866-610-7721 www.McAfeeShareholderSettlement.com [email protected]

NOTICE TO THOSE HOLDING STOCK FOR THE BENEFIT OF OTHERS

Brokerage firms, banks and/or other persons or entities who held shares of McAfee's common stock for the benefit of others are directed promptly to ( 1) provide the Claims Administrator with a list of the names and addresses of such beneficial owners; or (2) forward a copy of the Notice and Proof of Claim to all of their respective beneficial owners. If additional copies of the Notice and Proof of Claim are needed for forwarding to such beneficial owners, they may be obtained from the Claims Administrator by writing to:

McAfee Shareholder Litigation Claims Administrator c/o Gilardi & Co. LLC

P.O. Box 404129 Louisville, KY 40233-4129

or downloaded from the Internet at www.McAfeeShareholderSettlement.com.

If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.

DATED: May 28, 2019

PLEASE DO NOT WRITE OR CALL THE COURT.

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BY ORDER OF THE SUPERIOR COURT STATE OF CALIFORNIA COUNTY OF SANTA CLARA


In re McAFEE, INC. SHAREHOLDER LITIGATION )


Greenberg v. McAfee, Inc., Santa Clara County Superior Court, Case No. 1 : 1 O-cv-180413 Colwell v. McAfee, Inc., Santa Clara County Superior Court, Case No. 1: 1 O-cv-180420 Faulkner v. McAfee, Inc., Santa Clara County Superior Court, Case No. 1 : 1 O-cv-180597 Korsinsky v. Bass, Santa Clara County Superior Court, Case No. 1: 1 O-cv-180928

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--- - --------) This Document Relates To:

ALL ACTIONS.

) ) ) ____________ )

Lead Case No. 1: 10-cv-180413

CLASS ACTION

Judge: Hon. Thomas E. Kuhnle Dept: 5

PROOF OF CLAIM

I. GENERAL INSTRUCTIONS

1. All capitalized terms not otherwise defined shall have the same meanings as set forth in the Stipulation of Settlement dated March 13, 2019 ("Settlement"), which can be downloaded at www.McAfeeShareholderSettlement.com .

2. To recover as a member of the Class based on your claims in the action entitled In re McAfee, Inc. Shareholder Litigation , Lead Case No. 1:10-cv-180413 (the "Action"), YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIM, ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREIN, ON OR BEFORE SEPTEMBER 9, 2019, ADDRESSED AS FOLLOWS:

McAfee Shareholder Litigation Claims Administrator


Online Submissions: www.McAfeeShareholderSettlement.com

3. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the Settlement of the Action.

4. If you are a member of the Class and you did not timely request exclusion in connection with the Notice of Pendency, you will be bound by the terms of any judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.

II. DEFINITIONS

1. "Class" means all holders of McAfee common stock who exchanged their shares for consideration in the acquisition of McAfee by Intel Corporation at the price of $48.00 per share. Excluded from the Class are Defendants and any person , firm , trust, corporation or other entity related to or affiliated with any Defendant. Also excluded from the Class is any Person who validly requested exclusion from the Class following the issuance of the Notice of Pendency.

2. "Defendants" means Intel Corporation ("Intel") , McAfee, Inc. ("McAfee"), and David G. DeWalt ("DeWalt").

3. "Notice of Pendency" refers to the Notice of Pendency of Class Action that was issued in connection with the Court's order of April 2, 2012.

4. "Released Defendant Parties" means Defendants, individually and collectively, and any and all of their families, parent entities, subsidiaries, joint ventures and joint venturers, related or affiliated entities, controlling or managing persons or entities, associates, investors, affiliates or subsidiaries and each and all of their past, present, or future officers, directors, managing directors, stockholders, employees, attorneys, financial or investment advisors, principals, insurers, excess insurers and reinsurers, consultants , accountants and auditors, investment banks and bankers, commercial banks and bankers, entities providing fairness opinions, brokers, dealers, underwriters, analysts, engineers, advisors or agents, spouses, heirs, executors, assigns, trustees, general or limited partners or partnerships, limited liability companies, members, personal or legal representatives , estates, administrators, and each of their respective predecessors , successors, and assigns, whether or not served with process and whether or not such person appeared or was named as a defendant in the Action .

5. "Released Plaintiff Parties' Claims" means any and all manner of claims (including Unknown Claims), actions, demands, losses, rights , causes of action, liabilities, obligations, judgments, suits , disputes, matters and issues of any kind or nature whatsoever (including, but not limited to, any claims for damages (whether compensatory, special , incidental, consequential, punitive, exemplary or otherwise), injunctive relief, declaratory relief, rescission or rescissionary damages, interest, attorneys' fees, expert or consulting fees, costs, expenses, or any other form of legal or equitable relief whatsoever), known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that have been or could have been asserted in the Action or in any court, tribunal, forum or proceeding (including, but not limited to, any claims arising under federal, state or foreign law, common law, statute, rule, or regulation relating to alleged fraud, breach of any duty, negligence, violations of the federal or state securities and disclosure laws, or otherwise, and any claims relating to unjust enrichment or self-dealing, including, but not limited to, claims relating to compensation , and including all claims within the exclusive jurisdiction of the federal courts), by or on behalf of Plaintiff or by or on behalf of any other Class Member in his, her, or its capacity as a shareholder of McAfee, whether individual, direct, class, derivative, representative, legal , equitable, or any other type or in any other capacity, against the Released Defendant Parties, and that could have arisen or now do arise out of, relate to, concern, or are based upon the allegations, conduct, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof embraced, involved, or set forth in or otherwise related, directly or indirectly, to the Action or the subject matter of the Action . Released Plaintiff Parties' Claims do not include any claims to enforce this Settlement.

Ill. CLAIMANT IDENTIFICATION

1. If you held McAfee common stock and exchanged your shares for consideration in the acquisition of McAfee by Intel at the price of $48.00 per share, use Part I of this form entitled "Claimant Identification" to list the claimant name, mailing address, and account information if relevant (such as for a claim submitted on behalf of an IRA, Trust, or estate account). Please list the most current claimant or account name as you would like the information to appear on the check if eligible for payment. Please also provide a telephone number and/or e-mail address, as the Claims Administrator may need to contact you with questions about the claim submitted. If your Claimant Identification information changes, please notify the Claims Administrator in writing at the address above.

2. All joint purchasers must sign this claim . If you are acting in a representative capacity on behalf of a Class Member (for example, as an executor, administrator, trustee, or other representative), you must submit evidence of your current authority to act on behalf of that Class Member. Such evidence would include, for example, letters testamentary, letters of administration or a copy of the trust documents or other documents which provide you with authority to submit the claim . Please also indicate your representative capacity under your signature on page 4 of th is Proof of Claim .

IV. CLAIM FORM

Use Part II of this form entitled "Schedule of Transactions in McAfee Common Stock" to provide the number of shares of McAfee common stock you held and received consideration for in the acquisition of McAfee by Intel at the price of $48.00 per share.

Broker confirmations or other documents verifying the number of shares of McAfee common stock you received consideration for in the acquisition of McAfee by Intel at the price of $48.00 per share, should be attached to your claim. Failure to do so could delay verification of your claim or result in rejection of your claim.

2

II II

Official Office Use Only

Must Be Postmarked (if Mailed) or Received (if Submitted Online) No Later Than September 9, 2019


In re McAfee, Inc. Shareholder Litigation,

Lead Case No. 1: 1 O-cv-180413

PROOF OF CLAIM

Please Type or Print in the Boxes Below

Do NOT use Red Ink, Pencil, or Staples

PART I: CLAIMANT IDENTIFICATION Last Name M.I. First Name

MFI

Last Name (Co-Beneficial Owner) M.I. First Name (Co-Beneficial Owner)

IRA Joint Tenancy Employee Individual Other

Company Name (Beneficial Owner - If Claimant is not an Individual) or Custodian Name if an IRA (specify)

Trustee/Asset Manager/Nominee/Record Owner's Name (If Different from Beneficial Owner Listed Above)

Account#/Fund# (Not Necessary for Individual Filers)

Last Four Digits of Social Security Number

or

Telephone Number (Primary Daytime)

Email Address

MAILING INFORMATION Address

Address

City

Taxpayer Identification Number

Telephone Number (Alternate)

State Zip Code

Foreign Province Foreign Postal Code Foreign Country Name/Abbreviation

FOR C LAIMS ATP BE FL OP FOR CLAIMS

PROCESS LNG OB CB KE DR ME RE I I PROCESSING ONLY ICI EM ND SH ONLY

11 I llllllll llll lllll llllll 1111111111111111 3 II

II PART II. SCHEDULE OF TRANSACTIONS IN MCAFEE COMMON STOCK

A. Number of shares of McAfee common stock you held and received consideration for in the acquisition of McAfee by Intel at the price of $48.00 per share:

II Proof Enclosed?

y N

Broker confirmations or other documents verifying the number of shares of McAfee common stock you received consideration for in the acquisition of McAfee by Intel at the price of $48.00 per share, should be attached to your claim . Failure to do so could delay verification of your claim or result in rejection of your claim.

V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

1. I (We) submit this Proof of Claim under the terms of the Settlement described in the Notice. I (We) also submit to the jurisdiction of the Superior Court of the State of California, County of Santa Clara, with respect to my (our) claim as a Class Member. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so. I (We) have not submitted any other claim covering the McAfee common stock I (we) held and received consideration for in the acquisition of McAfee by Intel at the price of $48.00 per share, and know of no other person having done so on my (our) behalf.

2. I (We) will fully and completely satisfy, finally and forever settle, release and discharge from, and covenant not to sue with respect to, the Released Plaintiff Parties' Claims as to each and all of the Released Defendant Parties.

3. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

4. I (We) hereby warrant and represent that I (we) have included information about all of my (our) holdings in McAfee common stock requested in this Proof of Claim.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed this _______ day of ----------~in------------------~ (Month/Year) (City/State/Country)

(Sign your name here) (Sign your name here)

(Type or print your name here) (Type or print your name here)

(Capacity of person(s) signing, e.g. , (Capacity of person(s) signing , e.g., Beneficial Purchaser, Executor or Administrator) Beneficial Purchaser, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above declaration.

2. If this claim is being made on behalf of Joint Claimants, then both must sign.

6. If you desire an acknowledgment of receipt of your Proof of Claim please send it Certified Mail , Return Receipt Requested .

3. Remember to attach copies of supporting documentation. 7. If you move, please send your new address to the address below.

4. Do not send originals of certificates or other documentation as they will not be returned.

5. Keep a copy of your Proof of Claim and all supporting documentation for your records.

8. Do not use red pen or highlighter on the Proof of Claim or supporting documentation .

THIS PROOF OF CLAIM MUST BE SUBMITTED ONLINE OR MAILED NO LATER THAN SEPTEMBER 9, 2019, ADDRESSED AS FOLLOWS:

11 111111111 111111111111111 II IIIIIIII II 1111

McAfee Shareholder Litigation Claims Administrator c/o Gilardi & Co. LLC


www.McAfeeShareholderSettlement.com

4 II

EXHIBITB

3301 Kerner Blvd. San Rafael, CA 94901 P: (415) 458-3015

«FirstName» «LastName» «Company» «Addrl » «Addr2» South Bend, IN 46601 «FCountry»

Re: McAfee Shareholder Litigation

Dear «GENDER» «LastName»:

June 11,2019

Please find enclosed the Notice of Proposed Settlement of Class Action (the "Notice") and Proof of Claim and Release (the "Proof of Claim") for the above referenced litigation. Please note the designated eligible securities described on page one of the Notice, specifically the inclusion of all persons or entities who held shares of common stock in McAfee, Inc. ("McAfee") and exchanged their shares for consideration in the acquisition of McAfee by Intel Corporation at the price of $48.00 per share (the "Class"). In addition, the Notice provides that the Claim Filing Deadline is September 9, 2019.

Please pay particular attention to the "Notice to Those Holding Stock for the Benefit of Others" on page four of the Notice which states, in part: "Brokerage firms, banks and/or other persons or entities who held shares of McAfee's common stock for the benefit of others are directed promptly to (1) provide the Claims Administrator with a list of the names and addresses of such beneficial owners; or (2) forward a copy of the Notice and Proof of Claim to all of their respective beneficial owners." Please do not make your own copies of the Proof of Claim form, as copies may not be accepted for processing. Additional copies of the appropriate documents may be requested by contacting us at [email protected], the above address, and/or phone number.

If we conduct the necessary mailing on your behalf, please submit names and addresses either via email to [email protected], via CD Rom to the above address or contact ( 415) 458-3015 to obtain secure FTP transmission instructions. Mailing labels will be accepted, but you may be requested to provide an additional copy of the address information you send. Do not include any confidential information that should not appear on a mailing label.

The data provided must be in one of the following formats: • ASCII Fixed Length file • ASCII Tab Delimited file • Microsoft Excel spreadsheet

Your request must also specify the case name and Control Total(s) (for example, the total number of name and address records provided) for each file submission.

If you have any questions, please call (415) 458-3015.

Sincerely,

Gilardi and Company, LLC

EXHIBIT C

Declaration of Publication

I, Dominic Campodonico, as Senior Project Manager, Legal Notification Services at

Gilardi & Co. LLC, a KCC Class Action Services Company in San Rafael, California,

hereby certify that I caused the attached notice to be printed in said publication on

June 17, 2019:

Name of Publication: The Wall Street Journal

Address: 1211 Avenue of the Americas

City, State, Zip New York, NY, 10036

Phone #: 1-800-568-7625

State of: New York

I declare under penalty of perjury that the foregoing is true and correct. Executed on this

26th day of July 2019, at San Rafael, California.

Dominic Campodonico

P2JW1 68000-0-800800-1-----XA

BS I Monday, June 17, 2019 THE WALL STREET JOURNAL. •

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Name of Publication: Investor's Business Daily

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hereby certify that I caused the attached notice to be published as a press release by the

following wire service:

Name of Publication: BusinessWire

Address: 101 California Street 20th Floor

City, State, Zip San Francisco, CA 94111

Phone #: 415-986-4422

State of: California

The press release was distributed on June 17, 2019 to the following media circuits offered

by the above-referenced wire service:

1. US1 National Newsline



~donico

______ t.t"' Bus1nessW1re·

A Bcnk!Shiru Hathnw.iy Company

Robbins Geller Rudman & Dowd LLP Announces Proposed Settlement of McAfee Shareholder Litigation

June 17, 2019 11:00 AM Eastern Daylight Time

SAN JOSE, Calif.--(BUSINESS WIRE)--The following statement is being issued by Robbins Geller Rudman & Dowd LLP

regarding the McAfee Shareholder Litigation:

SUPERIOR COURT OF THE STATE OF CALIFORNIA


In re McAFEE, INC. SHAREHOLDER LITIGATION


Greenberg v. McAfee, Inc., Santa Clara County

Superior Court, Case No. 1 :10-cv-180413

Colwell v. McAfee, Inc., Santa Clara County Superior

Court, Case No. 1: 10-cv-180420

Faulkner v. McAfee, Inc., Santa Clara County Superior )

Court, Case No. 1: 1 O-cv-180597

Korsinsky v. Bass, Santa Clara County Superior Court,

Case No. 1 : 1 O-cv-180928

This Document Relates To:

ALL ACTIONS.

Lead Case No. 1 : 1 O-cv-180413

CLASS ACTION

Judge: Hon. Thomas E. Kuhnle

Dept: 5

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

IF YOU HELD SHARES OF COMMON STOCK IN MCAFEE, INC. ("MCAFEE") AND EXCHANGED YOUR

SHARES FOR CONSIDERATION IN THE ACQUISITION OF MCAFEE BY INTEL CORPORATION ("INTEL") AT

THE PRICE OF $48.00 PER SHARE, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF A CLASS

ACTION.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of California, County of Santa

Clara, that a hearing will be held on October 4, 2019, at 9:00 a.m. (the "Settlement Hearing"), in Department 5, 191 North

First Street, San Jose, California 95113, for the purpose of determining: (1) whether the proposed settlement of the claims

6/17/2019in the Action for ~tliaft'fu111$rJ 111/ffl(J/()®~ ldas"-lfflilffi@EWlRmll@M<f&tnlltf!t1¥M e/tftioofflGA>~~tiU@ffltt!Jd:l !M~S1 W,ire

2019 ("Stipulation" or "Settlement") should be approved by the Court as fair, reasonable, and adequate 1; (2) whether the

plan of distribution is fair, reasonable, and adequate and therefore should be approved; and (3) whether the application of

Class Counsel for an award of attorneys' fees and expenses and a service award to Plaintiff, the Central Laborers'

Pension Fund, should be approved.

If you received consideration for your McAfee common stock shares in the acquisition of McAfee by Intel at the price of

$48.00 per share, your rights may be affected by the Settlement of this Action. If you have not received a more detailed

Notice of Proposed Settlement of Class Action ("Notice") and a copy of the Proof of Claim, you may obtain copies by

writing to McAfee Shareholder Litigation, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 404129, Louisville, KY

40233-4129, or you can download a copy at www.McAfeeShareholderSettlement.com. If you are a Class Member, in order

to share in the Settlement proceeds, you must submit a Proof of Claim by mail postmarked no later than September 9,

2019, or submitted electronically no later than September 9, 2019, establishing that you are entitled to recovery. You will be

bound by any judgment rendered in the Action whether or not you make a claim. If you requested exclusion from the Class

in connection with the Notice of Pendency, no further action is required to be excluded from the Class for purposes of the

Settlement or any judgment that may be entered in this Action.

Although you may appear and be heard at the Settlement Hearing without filing a written submission in advance, should

you wish to file a written objection to the Settlement, the plan of distribution, or Class Counsel's request for an award of

attorneys' fees and expenses and/or the service award to Plaintiff, you may do so by filing it with the Court at the address

below and sending it to Class Counsel listed below such that it is received no later than August 12, 2019:

The Court:

Clerk of the Court

SUPERIOR COURT OF

CALIFORNIA


191 North First Street

San Jose, CA 95113

Class Counsel:

Maxwell Huffman

ROBBINS GELLER

RUDMAN & DOWD

LLP

655 West Broadway, Suite

1900

San Diego, CA 92101

Inquiries regarding the Settlement or the Action may be made to a representative of Class Counsel or the Claims

Administrator:

https://www.businesswire.com/news/home/20190617005005/en 2/3

6/17/2019 Robbins Geller Rudman & Dowd LLP Announces Proposed Settlement of McAfee Shareholder Litigation I Business Wire

ROBBINS

GELLER

RUDMAN

&DOWD

LLP

Shareholder

Relations

655 West

Broadway,

Suite 1900

San Diego, CA

92101

1-800-449-4900

McAfee Shareholder Liti:

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 404129

Louisville, KY 40233-41~

1-866-610-7721

www.McAfeeShareholde

PLEASE DO NOT CONTACT DEFENDANTS, THE COURT, OR THE CLERK OF THE COURT ABOUT THE

SETTLEMENT.

DATED: May 28, 2019 BY ORDER OF THE SUPERIOR COURT

STATE OF CALIFORNIA


1 All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation. The

Stipulation can be viewed and/or downloaded at www.McAfeeShareholderSettlement.com.

Contacts Robbins Geller Rudman & Dowd LLP

Shareholder Relations

Rick Nelson

1-619-231-1058

https://www.businesswire.com/news/home/20190617005005/en 3/3

1 DECLARATION OF SERVICE BY E-MAIL

2 I, JACLYN WILLIAMS, not a party to the within action, hereby declare that on July 29, 2019, served the attached DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE

3 DISSEMINATION AND PUBLICATION on the parties in the within action by e-mail addressed as follows:

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COUNSEL FOR PLAINTIFFS:

NAME FIRM Randall J. Baron Robbins Geller Rudman & A. Rick Atwood, Jr. DowdLLP David T. Wissbroecker M::ixwell R. Huffman Patrick J. O'Hara Cavanagh & O'Hara, LLP John T. Long

COUNSEL FOR DEFENDANTS:

NAME FIRM

Paul J. Collins Gibson Dunn & Crutcher LLP

Rodney G. Strickland, Jr. Wilson Sonsini Goodrich & Rosati. P.C.

Robert L. Dell Angelo Munger, Tolles & Olson LLP Maria Jhai John W. Soiegel

EMAIL [email protected] [email protected] [email protected] m [email protected] [email protected] [email protected]

EMAIL

[email protected]

[email protected]

[email protected] [email protected] [email protected]

JACLYN WILLIAMS

Electronically filedby Superior Court of CA, County of Santa Clara,on 7/29/2019 4:50 PMReviewed By:R. WalkerCase #2010-1-CV-180413Env #3193055

electronically filed 1 robbins geller rudman by superior ... · 1 robbins geller rudman...

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