Edgar Filing: Watzinger Gerhard

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Watzinger Gerhard

2. Issuer Name and Ticker or Trading Symbol
McAfee, Inc. [MFE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP Strategy & Business Dev.

(Last)

(First)

(Middle)

C/O MCAFEE, INC., 5000 HEADQUARTERS DR.

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2011

(Street)

PLANO, TX 75024

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/11/2011		S		2,209	D	$ 47.9	82,038	D
Common Stock	02/11/2011		M		45,259	A	$ 15.18	127,297	D
Common Stock	02/11/2011		S		45,259	D	$ 47.9	82,038	D
Common Stock	02/11/2011		M		33,004	A	$ 29.26	115,042	D
Common Stock	02/11/2011		S		33,004	D	$ 47.9	82,038	D
Common Stock	02/11/2011		M		16,875	A	$ 37.47	98,913	D
Common Stock	02/11/2011		S		16,875	D	$ 47.9	82,038	D
Common Stock	02/11/2011		A		3,333 ⁽¹⁾	A	$ 0	85,371	D
Common Stock	02/11/2011		F		931 ⁽¹⁾	D	$ 47.9	84,440	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options (Right to Buy)

$ 15.18

02/11/2011

45,259

⁽²⁾

05/16/2016

Common Stock

45,259

$ 0

106,754

Employee Stock Options (Right to Buy)

$ 29.26

02/11/2011

33,004

⁽³⁾

01/12/2017

Common Stock

33,004

$ 0

73,750

Employee Stock Options (Right to Buy)

$ 37.47

02/11/2011

16,875

⁽⁴⁾

08/04/2018

Common Stock

16,875

$ 0

56,875

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Watzinger Gerhard C/O MCAFEE, INC. 5000 HEADQUARTERS DR. PLANO, TX 75024			EVP Strategy & Business Dev.

Signatures

/s/ Jared Ross, attorney-in-fact		02/15/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On February 11, 2011, the Reporting Person vested as to 3,333 stock units; the Issuer withheld 931 shares of its Common Stock otherwise issuable to the Reporting Person in settlement of the vesting of these stock units to fulfill withholding tax obligations.
(2)	On May 16, 2006, the Reporting Person was granted stock options to purchase shares of stock of the Reporting Person's then ultimate employer, SafeBoot Holding BV. On November 19, 2007, an indirect wholly-owned subsidiary of the Issuer acquired SafeBoot Holding BV and the Issuer assumed the Reporting Person's remaining stock options to purchase 75,777 shares of the Issuer's common stock (on an as-converted basis). 1/3 of the 75,777 shares subject to the stock options vested on each of the second, third and fourth anniversaries of the grant date.
(3)	On January 12, 2007, the Reporting Person was granted stock options to purchase 66,008 shares of the Issuer's common stock (on an as-converted basis following the acquisition of the Reporting Person's then ultimate employer, SafeBoot Holding BV, by an indirect wholly-owned subsidiary of the Issuer on November 19, 2007). 25% of the shares subject to the stock options vested on each of the first, second, third and fourth anniversaries of the grant date.
(4)	On August 4, 2008, the Reporting Person was granted stock options to purchase 45,000 shares of the Issuer's common stock. 25% of the shares subject to the stock options are scheduled to vest one year from the grant date and the remaining 75% of the shares are scheduled to vest monthly over the next 36 months until the option is fully vested on the fourth anniversary of the grant date.

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