FEYE / FireEye Inc - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36067 Mandiant, Inc. (Exact name of registrant as specified in its char

FEYE / FireEye Inc / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mandiant, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 562662106 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, New York 10154 Tel: (212) 583-5000 (Name, Address and Telephone Num

As filed with the Securities and Exchange Commission on September 13, 2022

POSASR 1 tm2225787d1posasr.htm POSASR As filed with the Securities and Exchange Commission on September 13, 2022 Registration No. 333-253649 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-253649 UNDER THE SECURITIES ACT OF 1933 MANDIANT, INC. (Exact name of registrant as specified in its charter) Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

S-8 POS 1 a22-256143s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 12, 2022 Registration No. 333-263210 Registration No. 333-253624 Registration No. 333-252304 Registration No. 333-236567 Registration No. 333-232226 Registration No. 333-229852 Registration No. 333-223197 Registration No. 333-216235 Registration No. 333-209771 Registration No. 333-202445 Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-263210) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File No. 333-253624) POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (File

As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File

Google Completes Acquisition of Mandiant

Exhibit 99.1 Google Completes Acquisition of Mandiant MOUNTAIN VIEW, Calif. and RESTON, Va. (September 12, 2022)?Google LLC today announced the completion of its acquisition of Mandiant, Inc. (NASDAQ: MNDT), a recognized leader in dynamic cyber defense, threat intelligence and incident response services. Mandiant will join Google Cloud and retain the Mandiant brand. Google and Mandiant share a lon

Ninth Amended and Restated Certificate of Incorporation of Mandiant, Inc., dated September 12, 2022.

Exhibit 3.1 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MANDIANT, INC. ARTICLE I The name of the corporation is Mandiant, Inc. (the ?Corporation?). ARTICLE II The address of the Corporation?s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Comp

2024 Convertible Notes First Supplemental Indenture, dated as of September 12, 2022, by and between Mandiant, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of September 12, 2022, between MANDIANT, INC. (F/K/A FIREEYE, INC.), a Delaware corporation (the ?Company?), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the ?T

2035 Series A Convertible Notes First Supplemental Indenture, dated as of September 12, 2022, by and between Mandiant, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.

Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of September 12, 2022, between MANDIANT, INC. (F/K/A FIREEYE, INC.), a Delaware corporation (the ?Company?), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the ?T

Form of Termination Agreement between Mandiant, Inc. and the applicable Capped Call Counterparty.

Exhibit 10.1 From: Mandiant, Inc. 11951 Freedom Drive, 6th Floor Reston, VA 20190 To: [Bank of America, N.A.][Goldman Sachs & Co. LLC][Morgan Stanley & Co. Inc.] Re: Termination of [Base][Additional] Capped Call Transaction Date: September [], 2022 Ladies and Gentlemen: Reference is made to the letter agreement dated [May 21]1[June 1]2, 2018 (the "Cap Confirmation") setting forth the terms and con

2035 Series B Convertible Notes First Supplemental Indenture, dated as of September 12, 2022, by and between Mandiant, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.

Exhibit 4.3 Execution Version FIRST SUPPLEMENTAL INDENTURE ? FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of September 12, 2022, between MANDIANT, INC. (F/K/A FIREEYE, INC.), a Delaware corporation (the ?Company?), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the

The acquisition of Mandiant by Google constitutes a Fundamental Change and Make-Whole Fundamental Change with respect to Mandiant’s 0.875% Convertible Senior Notes due 2024, 1.000% Convertible Senior Notes due 2035 and 1.625% Convertible Senior Notes

Exhibit 99.2 The acquisition of Mandiant by Google constitutes a Fundamental Change and Make-Whole Fundamental Change with respect to Mandiant?s 0.875% Convertible Senior Notes due 2024, 1.000% Convertible Senior Notes due 2035 and 1.625% Convertible Senior Notes due 2035 Reston, V.A. (September 12, 2022) ? The acquisition of Mandiant, Inc. (?Mandiant?) by Google LLC and the related delisting of M

Amended and Restated Bylaws of Mandiant, Inc., dated September 12, 2022.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MANDIANT, INC. ARTICLE I MEETINGS OF STOCKHOLDERS 1.1 Place of Meetings. Meetings of stockholders of Mandiant, Inc., a Delaware corporation (the ?Company?), shall be held at any place, within or outside the State of Delaware, designated by the Company?s Board of Directors (the ?Board?). The Board may, in its sole discretion, determine that a meeting of st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 Mandiant, I

Mandiant Reports Financial Results for Second Quarter 2022

Exhibit 99.1 Mandiant Reports Financial Results for Second Quarter 2022 RESTON, Va. – August 2, 2022 – Mandiant, Inc. (NASDAQ: MNDT) today announced financial results for the second quarter ended June 30, 2022. Unless otherwise noted, all 2021 results in this release, including the financial tables and reconciliations, reflect only continuing operations. Second Quarter 2022 Financial Highlights •R

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Numbe

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

DEF 14A 1 tm2214304-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

DEFR14A 1 tm2214304d3defr14a.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 Mandiant,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number)

Mandiant Reports Financial Results for First Quarter 2022

Exhibit 99.1 Mandiant Reports Financial Results for First Quarter 2022 RESTON, Va. ? May 3, 2022 ? Mandiant, Inc. (NASDAQ: MNDT) today announced financial results for the first quarter ended March 31, 2022. Unless otherwise noted, all 2021 results in this release, including the financial tables and reconciliations, reflect only continuing operations. First Quarter 2022 Financial Highlights ?Revenu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

PRER14A 1 tm2210566-3prer14a.htm PRER14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of th

April 21, 2022

CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650.493.9300 f: 650.493.6811 Douglas k. schnell Internet: [email protected] Direct dial: (650) 849-3275 April 21, 2022 Mitchell Austin, Esq. Staff Attorney Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Mandiant, Inc. (Ex

DEFA14A 1 a8-kfor4x20x2022.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Mandiant, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

EX-FILING FEES 2 tm2210566d2ex-filingfees.htm EX-FILING FEES EX-FILING FEES CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Mandiant, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $ 6,631,929,883.77 (1) .0000927 $ 614,780 (2) Fees Previously Paid $ 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

FEYE / FireEye Inc / Blackstone Holdings III L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d554958dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mandiant, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 562662106 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, New York 10154 Tel: (212) 58

Agreement and Plan of Merger, dated March 7, 2022, between Google LLC, Dupin Inc. and Mandiant, Inc.*

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER between GOOGLE LLC, DUPIN INC. and MANDIANT, INC. Dated March 7, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1????Certain Definitions 2 1.2????Additional Definitions 22 1.3????Certain Interpretations 24 1.4????Company Disclosure Letter 27 ARTICLE II THE MERGER 27 2.1?????The Merger 27 2.2?????The Effective Time 28

Press Release of Mandiant, Inc., dated March 8, 2022

Exhibit 99.1 Google to Acquire Mandiant Acquisition to bring Google speed and scale to Mandiant?s unparalleled intelligence and expertise ? at a time when security has never been more important RESTON, Va., March 8, 2022 ? Mandiant, Inc. (NASDAQ: MNDT) today announced that it has entered into a definitive agreement to be acquired by Google LLC for $23.00 per share in an all-cash transaction valued

Mandiant Voting Agreement with ClearSky Security Fund I LLC and ClearSky Power & Technology Fund II LLC

Exhibit 10.3 EXECUTION COPY CONVERSION, VOTING AND SUPPORT AGREEMENT This CONVERSION, Voting and Support Agreement (this ?Agreement?) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (?Parent?), each Person listed on Schedule A hereto (each, a ?Stockholder?) and, solely for the purposes of Section 3.1, Section 4.3, Section 4.4(a), Section

Mandiant Voting Agreement with Blackstone Delta Lower Holdings DE L.P. and BTO FD Delta Holdings DE L.P.

Exhibit 10.2 EXECUTION COPY CONVERSION, VOTING AND SUPPORT AGREEMENT This CONVERSION, Voting and Support Agreement (this ?Agreement?) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (?Parent?), each Person listed on Schedule A hereto (each, a ?Stockholder?) and, solely for the purposes of Section 1.6, Section 3.1, Section 4.3, Section 4.4

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Numbe

Agreement and Plan of Merger, dated March 7, 2022, between Google LLC, Dupin Inc. and Mandiant, Inc.*

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER between GOOGLE LLC, DUPIN INC. and MANDIANT, INC. Dated March 7, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1????Certain Definitions 2 1.2????Additional Definitions 22 1.3????Certain Interpretations 24 1.4????Company Disclosure Letter 27 ARTICLE II THE MERGER 27 2.1?????The Merger 27 2.2?????The Effective Time 28

Google to Acquire Mandiant Acquisition to bring Google speed and scale to Mandiant’s unparalleled intelligence and expertise – at a time when security has never been more important

Exhibit 99.1 Google to Acquire Mandiant Acquisition to bring Google speed and scale to Mandiant’s unparalleled intelligence and expertise – at a time when security has never been more important RESTON, Va., March 8, 2022 – Mandiant, Inc. (NASDAQ: MNDT) today announced that it has entered into a definitive agreement to be acquired by Google LLC for $23.00 per share in an all-cash transaction valued

Amendment to Mandiant, Inc. Amended and Restated Bylaws

Exhibit 3.1 MANDIANT, INC. AMENDMENT TO AMENDED AND RESTATED BYLAWS On March 7, 2022, the Board of Directors of Mandiant, Inc., a Delaware corporation (the ?Corporation?), in accordance with the Delaware General Corporation Law and the Amended and Restated Bylaws of the Corporation (the ?Bylaws?), approved and adopted the following amendment to the Bylaws to be effective immediately. The Bylaws ar

Mandiant Voting Agreement with Blackstone Delta Lower Holdings DE L.P. and BTO FD Delta Holdings DE L.P.

Exhibit 10.2 EXECUTION COPY CONVERSION, VOTING AND SUPPORT AGREEMENT This CONVERSION, Voting and Support Agreement (this ?Agreement?) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (?Parent?), each Person listed on Schedule A hereto (each, a ?Stockholder?) and, solely for the purposes of Section 1.6, Section 3.1, Section 4.3, Section 4.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 Mandiant, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Numbe

Mandiant Voting Agreement with Kevin R. Mandia

Exhibit 10.1 EXECUTION COPY VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (?Parent?), each Person listed on Schedule A hereto (each, a ?Stockholder?) and, solely for the purposes of Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, ARTICLE V, and A

Mandiant Voting Agreement with ClearSky Security Fund I LLC and ClearSky Power & Technology Fund II LLC

Exhibit 10.3 EXECUTION COPY CONVERSION, VOTING AND SUPPORT AGREEMENT This CONVERSION, Voting and Support Agreement (this ?Agreement?) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (?Parent?), each Person listed on Schedule A hereto (each, a ?Stockholder?) and, solely for the purposes of Section 3.1, Section 4.3, Section 4.4(a), Section

Mandiant Voting Agreement with Kevin R. Mandia

Exhibit 10.1 EXECUTION COPY VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (?Parent?), each Person listed on Schedule A hereto (each, a ?Stockholder?) and, solely for the purposes of Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, ARTICLE V, and A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

Amendment to Mandiant, Inc. Amended and Restated Bylaws

Exhibit 3.1 MANDIANT, INC. AMENDMENT TO AMENDED AND RESTATED BYLAWS On March 7, 2022, the Board of Directors of Mandiant, Inc., a Delaware corporation (the ?Corporation?), in accordance with the Delaware General Corporation Law and the Amended and Restated Bylaws of the Corporation (the ?Bylaws?), approved and adopted the following amendment to the Bylaws to be effective immediately. The Bylaws ar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials x Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 tm228582d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant 🗹 Filed by a Party other than the Registrant □ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, for Use of the Commission Only (as p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 tm228582d7defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mandiant, Inc. (Exact

As filed with the Securities and Exchange Commission on March 2, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Mandiant, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Mandiant, Inc. (?us,? ?our,? ?we? or the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following description is a summary of the rights of our common stock and summarizes certai

Form of the Registrant's common stock certificate.

Exhibit 4.1

Power of Attorney.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36067 Mandiant, Inc.

List of subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization FireEye Software (Shanghai) Company Limited China Intrigue, LLC Delaware iSIGHT Partners Europe Holdings B.V. Netherlands iSIGHT Partners Ukraine LLC Ukraine iSIGHT Risk Management Private Limited India iSIGHT Security, LLC Delaware Mandiant, LLC Delaware Mandiant Aus

Lease, dated as of December 4, 2020, by and between the Registrant and One Freedom Square, L.L.C.

Exhibit 10.28 LEASE BETWEEN ONE FREEDOM SQUARE, L.L.C. (as Landlord) AND FIREEYE, INC. (as Tenant) One Freedom Square 11951 Freedom Drive Reston, Virginia TABLE OF CONTENTS ARTICLE I THE PREMISES 1 ARTICLE II TERM 2 ARTICLE III BASE RENT 4 ARTICLE IV ADDITIONAL RENT 6 ARTICLE V SECURITY DEPOSIT 15 ARTICLE VI USE OF PREMISES 18 ARTICLE VII ASSIGNMENT AND SUBLETTING 20 ARTICLE VIII TENANT?S MAINTENA

FEYE / FireEye Inc / Allianz Global Investors U.S. Holdings LLC - MANDIANT, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 1)* Mandiant, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 562662106** (CUSIP Number) December 31

FEYE / FireEye Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Mandiant Inc. Title of Class of Securities: Common Stock CUSIP Number: 562662106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

FEYE / FireEye Inc / Clearbridge Investments, LLC Passive Investment

CUSIP NO. 562662106 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mandiant, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 562662106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2022 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Nu

Mandiant Reports Financial Results for Fourth Quarter and Full Year 2021

EX-99.1 2 a8-kfor2x8x2022xex991.htm EX-99.1 Exhibit 99.1 Mandiant Reports Financial Results for Fourth Quarter and Full Year 2021 •Revenue from continuing operations increased 21 percent from the fourth quarter of 2020 •Annualized recurring revenue for continuing operations increased 23 percent from the end of the fourth quarter of 2020 to $279 million1 •Deferred revenue increased 44 percent from

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 Mandia

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Nu

Mandiant Reports Financial Results for Third Quarter 2021

Exhibit 99.1 Mandiant Reports Financial Results for Third Quarter 2021 ?Revenue from continuing operations increased 22 percent from the third quarter of 2020 ?Annualized recurring revenue for continuing operations increased 26 percent from the end of the third quarter of 2020 to $264 million1 ?Repurchased $32 million in common stock in the third quarter under Board-approved stock repurchase plan

Transition Agreement between the Registrant and Alexa King, effective as of October 6, 2021.

Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (?Agreement?) is made by and between Alexa King (?Executive?) and Mandiant, Inc. (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). RECITALS WHEREAS, Executive has been employed as at-will employee by the Company since April 2012 and currently serves as its Executive Vice President, Corpo

Mandiant Completes the Divestiture of its FireEye Products Business to McAfee Enterprise Mandiant and combined McAfee Enterprise and FireEye Products company to support customers post-close with a joint reseller relationship, shared product telemetry

Exhibit 99.1 Mandiant Completes the Divestiture of its FireEye Products Business to McAfee Enterprise Mandiant and combined McAfee Enterprise and FireEye Products company to support customers post-close with a joint reseller relationship, shared product telemetry and frontline threat intelligence MILPITAS, Calif., Oct. 8, 2021 ? Mandiant, Inc. (NASDAQ: MNDT), the leader in dynamic cyber defense an

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On October 8, 2021 (the ?Separation Date?), Mandiant, Inc. (f/k/a FireEye, Inc.) (the ?Company?) completed the previously announced separation (the ?Separation?) of its product business (the ?Product business? or ?Polaris?) and sold it to Symphony Technology Group (?Buyer?) in an all-cash transaction of $1.2 billion and a

Amendment to Asset Purchase Agreement, dated as of October 8, 2021, by and between the Registrant and Magenta Buyer LLC.

Exhibit 2.1 AMENDMENT TO ASSET PURCHASE AGREEMENT This AMENDMENT TO ASSET PURCHASE AGREEMENT (the ?Amendment?) is entered into as of October 8, 2021 (the ?Effective Date?) by and among Magenta Buyer LLC, a Delaware limited liability company (?Buyer?), and Mandiant, Inc. (f/k/a FireEye, Inc.), a Delaware corporation (?Seller?). Each of Buyer and Seller are sometimes referred to as a ?Party? and tog

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Num

Amended and Restated Bylaws of the Registrant.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MANDIANT, INC. (as amended and restated on October 4, 2021) TABLE OF CONTENTS Page ARTICLE I ? CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II ? MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 6 2.6 QUORUM 6 2.7 ADJ

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 Mandiant, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Num

Mandiant Confirms Name Change from FireEye, Inc. to Mandiant, Inc. Company’s common stock symbol to change to MNDT on October 5, 2021

Exhibit 99.1 Mandiant Confirms Name Change from FireEye, Inc. to Mandiant, Inc. Company?s common stock symbol to change to MNDT on October 5, 2021 MILPITAS, Calif., Oct. 4, 2021 ? Mandiant, Inc. (NASDAQ: FEYE), the leader in dynamic cyber defense and response, today announced that its corporate name change from FireEye, Inc. is now effective. The company has rebranded as Mandiant, Inc. and its Nas

Certificate of Amendment to Certificate of Incorporation of the Registrant.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIREEYE, INC. FireEye, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State

FireEye Announces Plans to Relaunch as Mandiant, Inc. at Cyber Defense Summit 2021 and Trade on Nasdaq as MNDT

Exhibit 99.1 FireEye Announces Plans to Relaunch as Mandiant, Inc. at Cyber Defense Summit 2021 and Trade on Nasdaq as MNDT MILPITAS, Calif., Sept. 22, 2021 ? FireEye, Inc. (NASDAQ: FEYE), today announced that it plans to change its corporate name on Monday, October 4, 2021, and relaunch as Mandiant, Inc. at its annual Cyber Defense Summit (CDS) 2021. In connection therewith, the Nasdaq ticker sym

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2021 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, In

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 FireEye, Inc.

FireEye Reports Financial Results for Second Quarter 2021

Exhibit 99.1 FireEye Reports Financial Results for Second Quarter 2021 ?Revenue from continuing operations increased 17 percent from the second quarter of 2020 ?Annualized recurring revenue for continuing operations increased 19 percent from the end of the second quarter of 2020 to $244 million1 ?Repurchased $68 million in common stock under Board-approved stock repurchase plan MILPITAS, Calif. ?

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 FireEye, Inc.

June 2, 2021 Kevin Mandia , CEO John Watters, President and COO Frank Verdecanna, EVP, CFO and CAO Announcing Sale of FireEye Products Business to Symphony Technology Group

Exhibit 99.2 June 2, 2021 Kevin Mandia , CEO John Watters, President and COO Frank Verdecanna, EVP, CFO and CAO Announcing Sale of FireEye Products Business to Symphony Technology Group Safe Harbor 2 ?2021 FireEye | Mandiant This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, and Section 21E of the Securities Exchang

Asset Purchase Agreement, dated as of May 29, 2021, by and between the Registrant and Polaris Buyer LLC.

? Exhibit 2.1 ? ? ASSET PURCHASE AGREEMENT by and between POLARIS BUYER LLC and FIREEYE, INC. Dated as of May 29, 2021 ? ? ? ? TABLE OF CONTENTS Page ARTICLE?I DEFINITIONS AND INTERPRETATIONS 1 ? ? 1.1???Certain Definitions 1 1.2???Certain Interpretations 20 ? ? ARTICLE?II THE TRANSACTIONS 22 ? ? 2.1???Sale and Transfer of Assets 22 2.2???Excluded Assets 23 2.3???Assumed Liabilities 24 2.4???Exclu

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2021 FireEye, Inc.

FireEye Announces Sale of FireEye Products Business to Symphony Technology Group for $1.2 Billion

Exhibit 99.1 FireEye Announces Sale of FireEye Products Business to Symphony Technology Group for $1.2 Billion ? All cash transaction unlocks high-growth Mandiant Solutions business ? Continued partnership after closing supports customers with reseller relationship and shared product telemetry and frontline threat intelligence ? FireEye Board authorizes share repurchase program of up to $500 milli

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of FireEye, Inc. in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this ?Report?) for FireEye, Inc. (?FireEye?, ?our? or ?we?) covers the reporting period from January 1, 2020 to December 31, 2020, and is presented in accordance with Rule 13p-1 (?Rule 13p-1?) promulgated under the Securities Exchange Act of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorpora

SD 1 formsd-5x28x21.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 601 McCarthy Blvd., Milpitas, California 9

Outside Director Compensation Policy, as amended and currently in effect

Exhibit 10.1 FIREEYE, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Amended as of March 30, 2021) FireEye, Inc. (the ?Company?) believes that the granting of equity and cash compensation to the members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company. Such Direct

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, I

FireEye Reports Financial Results for First Quarter 2021

Exhibit 99.1 FireEye Reports Financial Results for First Quarter 2021 ?Revenue of $246 million, an increase of 10 percent from the first quarter of 2020 ?Record annualized recurring revenue of $643 million, an increase of 9 percent from the first quarter of 20201 ?Record Platform, cloud subscription and managed services annualized recurring revenue of $352 million, an increase of 22 percent from t

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 FireEye, Inc.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Offer Letter between the Registrant and John Watters, dated April 1, 2021.

Exhibit 10.1 April 1, 2021 John Watters (Via Email) Dear John, FireEye Inc., a Delaware corporation (the "Company"), is pleased to offer you employment on the following terms: 1. Title. You will be employed as President and Chief Operating Officer, reporting to the Company?s Chief Executive Officer. This is a full-time position. 2. Cash Compensation. You will receive an annual base salary of $600,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2021 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number

John Watters Rejoins FireEye Executive Team as President and Chief Operating Officer

Exhibit 99.1 John Watters Rejoins FireEye Executive Team as President and Chief Operating Officer MILPITAS, Calif. ? April 7, 2021 ? FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, announced John Watters has been appointed president and chief operating officer after holding multiple senior leadership and advisory positions at the company, most recently as chairman of the FireE

Outside Director Compensation Policy, as amended and currently in effect.

Exhibit 10.8 FIREEYE, INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Amended as of December 11, 2020) FireEye, Inc. (the ?Company?) believes that the granting of equity and cash compensation to the members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not employees of the Company. Such Dir

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EX-4.8 2 exhibit48-10xk20201231.htm EX-4.8 Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 FireEye, Inc. (“us,” “our,” “we” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following description is a summary of the rights

- S-3ASR

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2021 Registration No.

List of subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Cloudvisory LLC Texas FireEye Australia Pty Ltd Australia FireEye Canada Limited British Columbia FireEye Cybersecurity Private Limited India FireEye Deutschland GmbH Germany FireEye Hong Kong Limited Hong Kong FireEye International, LLC Delaware FireEye Ireland Limit

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S-8 1 s-8for2x26x2021.htm S-8 As filed with the Securities and Exchange Commission on February 26, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under The Securities Act of 1933 FireEye, Inc. (Exact name of Registrant as specified in its charter) Delaware 20-1548921 (State or other jurisdiction of incorporation or

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment N

FireEye, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. )* FireEye, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31816Q101 (CUSIP Number) December 31, 2020 (Date of Eve

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: FireEye Inc. Title of Class of Securities: Common Stock CUSIP Number: 31816Q101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

CUSIP NO. 31816Q101 13G Page 1 of 7

fire20a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 31816Q101 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FireEye, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 31816Q101 (CUSIP Number) December 31, 2020 (Date of Event

FireEye Reports Financial Results for Fourth Quarter and Full Year 2020

Exhibit 99.1 FireEye Reports Financial Results for Fourth Quarter and Full Year 2020 •Record revenue, annualized recurring revenue, non-GAAP operating income and operating cash flow for fourth quarter and full year 20201,2 •Revenue of $248 million, an increase of 5 percent from the fourth quarter of 2019 •Total annualized recurring revenue of $638 million, an increase of 8 percent from the fourth

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2021 FireEye, Inc.

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S-8 1 s-8for1x21x2021.htm S-8 As filed with the Securities and Exchange Commission on January 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under The Securities Act of 1933 FireEye, Inc. (Exact name of Registrant as specified in its charter) Delaware 20-1548921 (State or other jurisdiction of incorporation or

Respond Software, Inc. 2016 Stock Option and Grant Plan

Exhibit 99.1 RESPOND SOFTWARE, INC. 2016 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Respond Software, Inc. 2016 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Respond Software, Inc., a Delaware corporation (including

MARGIN LOAN AGREEMENT dated as of December 16, 2020 BLACKSTONE DELTA LOWER HOLDINGS DE L.P. BTO FD DELTA HOLDINGS DE L.P., each as a Borrower, BLACKSTONE DELTA LOWER HOLDINGS MANAGER L.L.C. BTO FD DELTA HOLDINGS MANAGER L.L.C., each as a General Part

EX-99.E Exhibit E Execution Version MARGIN LOAN AGREEMENT dated as of December 16, 2020 among BLACKSTONE DELTA LOWER HOLDINGS DE L.P. BTO FD DELTA HOLDINGS DE L.P., each as a Borrower, BLACKSTONE DELTA LOWER HOLDINGS MANAGER L.L.C. BTO FD DELTA HOLDINGS MANAGER L.L.C., each as a General Partner, THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE 1 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FireEye, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (

SC 13D 1 d161224dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FireEye, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 31816Q101 (CUSIP Number) John G. Finley The Blackstone Group Inc. 345 Park Avenue New York, New York 10154 Tel: (212)

JOINT FILING AGREEMENT

EX-99.A 2 d161224dex99a.htm EX-99.A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2020 FireEye, Inc.

Amendment to Securities Purchase Agreement by and between the Registrant and Blackstone Delta Holdings DE L.P. (formerly known as BTO Delta Holdings DE L.P.) dated December 11, 2020.

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement is effective as of December 11, 2020 (the “Amendment”), and amends the Securities Purchase Agreement, dated as of November 18, 2020, by and between FireEye, Inc., a Delaware corporation (the “Company”), and Blackstone Delta Holdings DE L.P. (formerly known as BTO Delta

Registration Rights Agreement by and between the Registrant and Blackstone Delta Holdings DE L.P. dated December 11, 2020

EX-10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FIREEYE, INC. AND BLACKSTONE DELTA HOLDINGS DE L.P. Dated as of December 11, 2020 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Sec

Registration Rights Agreement by and among the Registrant, ClearSky Security Fund I LLC and ClearSky Power & Technology Fund II LLC dated December 11, 2020.

EX-10.4 Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG FIREEYE, INC., CLEARSKY SECURITY FUND I LLC AND CLEARSKY POWER & TECHNOLOGY FUND II LLC Dated as of December 11, 2020 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.

Amendment to Securities Purchase Agreement by and among the Registrant, ClearSky Security Fund I LLC and ClearSky Power & Technology Fund II LLC dated December 11, 2020.

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement is effective as of December 11, 2020 (the “Amendment”), and amends the Securities Purchase Agreement, dated as of November 18, 2020, by and among FireEye, Inc., a Delaware corporation (the “Company”), ClearSky Security Fund I LLC, a Delaware limited liability company (“

FireEye Closes $400 Million Strategic Investment Led by Blackstone FireEye Board of Directors Expanded with Appointments of Blackstone Senior Managing Director Viral Patel and Former RSA Security CEO Art Coviello

EX-99.1 Exhibit 99.1 FireEye Closes $400 Million Strategic Investment Led by Blackstone FireEye Board of Directors Expanded with Appointments of Blackstone Senior Managing Director Viral Patel and Former RSA Security CEO Art Coviello MILPITAS, Calif.—December 11, 2020— FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced that the $400 million strategic investment le

Certificate of Designations of the Registrant

EX-3.1 Exhibit 3.1 FireEye, Inc. Certificate of Designations 4.5% Series A Convertible Preferred Stock December 11, 2020 Table of Contents Page Section 1. Definitions 1 Section 2. Rules of Construction 12 Section 3. The Convertible Preferred Stock 13 (a) Designation; Par Value 13 (b) Number of Authorized Shares 13 (c) Form, Dating and Denominations 13 (d) Execution, Countersignature and Delivery 1

Offer Letter between the Registrant and Arthur W. Coviello, dated December 10, 2020.

EX-10.5 Exhibit 10.5 December 10, 2020 Mr. Arthur W. Coviello, Jr. (via email) Dear Art, On behalf of the Board of Directors (the “Board”) of FireEye, Inc. (the “Company”), we are pleased to inform you that our Nominating and Corporate Governance Committee has nominated you for election as a member of our Board and a special committee of the Board of Directors to be formed (the “Special Committee”

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 FireEye, Inc.

Agreement and Plan of Reorganization, dated as of November 18, 2020, by and among the Registrant, Bravo Merger Acquisition Corporation, Bravo Merger Acquisition LLC, Respond Software, Inc. and Fortis Advisors LLC.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC., BRAVO MERGER ACQUISITION CORPORATION, BRAVO MERGER ACQUISITION LLC, RESPOND SOFTWARE, INC., AND FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVE TABLE OF CONTENTS Pages ARTICLE I THE MERGERS 2 1.1 THE MERGERS 2 1.2 THE CLOSING 2 1.3 ORGANIZATIONAL DOCUMENTS OF THE SURVIVING ENTITIES 6 1.4 DIRECTORS AND OFFICERS O

Safe Harbor This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are ba

EX-99.3 Exhibit 99.3 FireEye Expands Market Opportunity and Accelerates Growth Initiatives with Acquisition and Strategic InvestmentExhibit 99.3 FireEye Expands Market Opportunity and Accelerates Growth Initiatives with Acquisition and Strategic Investment Safe Harbor This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Nu

Securities Purchase Agreement, dated as of November 18, 2020, by and between Registrant and BTO Delta Holdings DE L.P.

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN FIREEYE, INC. AND BTO DELTA HOLDINGS DE L.P. Dated as of November 18, 2020 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF PURCHASED SHARES 1 Section 1.1 Purchase and Sale 1 Section 1.2 Closing 1 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 Section 2.1 Organization and Power 2 Section 2.2 Authorization; No Confli

Securities Purchase Agreement, dated as of November 18, 2020, by and among Registrant, ClearSky Security Fund I LLC and ClearSky Power and Technology Fund II LLC.

EX-10.2 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT BY AND AMONG FIREEYE, INC., CLEARSKY SECURITY FUND I LLC AND CLEARSKY POWER & TECHNOLOGY FUND II LLC Dated as of November 18, 2020 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF PURCHASED SHARES 1 Section 1.1 Purchase and Sale 1 Section 1.2 Closing 1 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 Section 2.1 Organization and Pow

FireEye Announces Acquisition of Respond Software The Respond Software XDR engine to be integrated into Mandiant Advantage, bringing cloud-native AI together with Mandiant intelligence and expertise to automate the investigation of alerts

EX-99.2 Exhibit 99.2 FireEye Announces Acquisition of Respond Software The Respond Software XDR engine to be integrated into Mandiant Advantage, bringing cloud-native AI together with Mandiant intelligence and expertise to automate the investigation of alerts MILPITAS, Calif. – November 18, 2020 – FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced the acquisition

FireEye Announces $400 Million Strategic Investment Led by Blackstone Investment Supports Vision to Create Industry’s Leading Intelligence-led Cyber Security Platform and Services Company

EX-99.1 Exhibit 99.1 FireEye Announces $400 Million Strategic Investment Led by Blackstone Investment Supports Vision to Create Industry’s Leading Intelligence-led Cyber Security Platform and Services Company MILPITAS, Calif. – November 19, 2020 – FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced a $400 million strategic investment led by Blackstone Tactical Oppo

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEy

FireEye Reports Financial Results for Third Quarter 2020

Exhibit 99.1 FireEye Reports Financial Results for Third Quarter 2020 •All-time record revenue of $238 million, an increase of 6 percent from the third quarter of 2019 •All-time record non-GAAP operating income, net income, and earnings per share1 •All-time record ending annualized recurring revenue of $612 million, an increase of 6 percent compared to the end of the third quarter of 20192 •All-ti

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2020 FireEye, Inc.

Offer Letter between the Registrant and Sara Andrews, dated August 3, 2020

Exhibit 10.1 August 3, 2020 Ms. Sara Andrews (via email) Dear Sara, On behalf of the Board of Directors (the “Board”) of FireEye, Inc. (the “Company”), we are pleased to inform you that our Nominating and Corporate Governance Committee has nominated you for election as a member of our Board. This offer is subject to final approval by our Board and election as a member of our Board. As you are awar

PepsiCo Chief Information Security Officer Sara Andrews Joins FireEye Board of Directors

Exhibit 99.1 PepsiCo Chief Information Security Officer Sara Andrews Joins FireEye Board of Directors MILPITAS, Calif. – Aug. 11, 2020 – FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced that Sara Andrews has been appointed to the FireEye board of directors. Andrews currently serves as Senior Vice President and Chief Information Security Officer (CISO) at PepsiCo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 FireEye, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, In

FireEye Reports Financial Results for Second Quarter 2020

Exhibit 99.1 FireEye Reports Financial Results for Second Quarter 2020 •Record Q2 revenue of $230 million, an increase of 6 percent from the second quarter of 2019 •All-time record non-GAAP operating income, net income, and earnings per share1 •All-time record annualized recurring revenue of $598 million ending Q2, an increase of 8 percent compared to the end of the second quarter of 20192 •Contin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2020 FireEye, Inc.

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 FireEye, Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 601 McCarthy Blvd., Milpitas, California 95035 (Address of principal executive office

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

EX-1.01 2 formsd-5x29x20xexhibit101.htm EXHIBIT 1.01 Exhibit 1.01 Conflict Minerals Report of FireEye, Inc. in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this “Report”) for FireEye, Inc. (“FireEye”, “our” or “we”) covers the reporting period from January 1, 2019 to December 31, 2019, and is presented in accordance with Rule 13p-1 (“Rule 13p-

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, I

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2020 FireEye, Inc.

FireEye Reports Financial Results for First Quarter 2020

Exhibit 99.1 FireEye Reports Financial Results for First Quarter 2020 •Q1 revenue of $225 million increased 7 percent from the first quarter of 2019 •Q1 billings of $170 million decreased 7 percent from the first quarter of 20191 •Q1 ending annual recurring revenue of $590 million increased 7 percent compared to the end of the first quarter of 2019 •Q1 ending Platform, cloud subscription and manag

FEYE / FireEye, Inc. DEFA14A - - DEFA14A

DEFA14A 1 d915004ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

the Registrant’s definitive proxy statement for the Registrant’s 2020 annual meeting of stockholders, which was filed with the Commission on April 13, 2020

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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As filed with the Securities and Exchange Commission on February 21, 2020 Registration No.

Offer Letter between the Registrant and Peter Bailey, dated February 11, 2020.

Exhibit 10.20 FIREEYE, INC. February 11, 2020 Peter Bailey c/o FireEye, Inc. 601 McCarthy Blvd. Milpitas, CA 95035 Dear Peter: This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Peter Bailey (“you”). This Agreement is effective as of the date hereof (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and condi

List of subsidiaries of the Registrant.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Clean Communication Limited Ireland Cloudvisory LLC Texas FireEye Australia Pty Ltd Australia FireEye Canada Limited British Columbia FireEye Cybersecurity Private Limited India FireEye Deutschland GmbH Germany FireEye Hong Kong Limited Hong Kong FireEye International

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of FireEye, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation and our amended and restated byl

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, Inc. (

FEYE / FireEye, Inc. / Clearbridge Investments, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* FireEye, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 31816Q101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

FEYE / FireEye, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: FireEye Inc Title of Class of Securities: Common Stock CUSIP Number: 31816Q101 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2020 FireEye, Inc.

Consulting Agreement between the Registrant and Travis Reese, effective as of March 3, 2020.

Exhibit 10.1 FIREEYE, INC.’S CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into by and between FireEye, Inc., a Delaware corporation (collectively with its wholly owned subsidiaries, the “Company”), and Travis Reese (“Consultant”) effective as of March 3, 2020 (the “Effective Date”). 1. SERVICES; PAYMENT; NO VIOLATION OF RIGHTS OR OBLIGATIONS. Consultant agrees to un

FireEye Reports Financial Results for Fourth Quarter and Full Year 2019

Exhibit 99.1 FireEye Reports Financial Results for Fourth Quarter and Full Year 2019 •Record revenue, billings, and operating cash flow for fourth quarter and full year 2019 •Q4 revenue of $235 million increased 8 percent from the fourth quarter of 2018 •Q4 billings of $274 million increased 3 percent from the fourth quarter of 20181 •Q4 ending annual recurring revenue of $587 million increased 6

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEy

FireEye Reports Financial Results for Third Quarter 2019

Exhibit 99.1 FireEye Reports Financial Results for Third Quarter 2019 •Q3 revenue of $226 million increased 7 percent from the third quarter of 2018 •Q3 billings of $249 million increased 13 percent from the third quarter of 20181 •Q3 ending annual recurring revenue of $576 million increased 7 percent compared to the end of the third quarter of 2018 •Q3 ending platform, cloud subscription and mana

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2019 FireEye, Inc.

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2019 FireEye, Inc.

Amendment #2 to Flextronics Design and Manufacturing Services Agreement, effective as of April 1, 2019, by and between the Registrant and Flextronics Telecom Systems, Ltd.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY “[***]”, HAS BEEN EXCLUDED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED Amendment #2 to Flextronics Design and Manufacturing Services Agreement (MSA) THIS AMENDMENT #2 to the Flextronics Manufacturing Services Agreement dated September 28, 201

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, In

FireEye Reports Financial Results for Second Quarter 2019

Exhibit 99.1 FireEye Reports Financial Results for Second Quarter 2019 •Q2 revenue of $218 million increased 7 percent from the second quarter of 2018 •Q2 billings of $221 million increased 13 percent from the second quarter of 20181 •Successfully closed the acquisition of Verodin on May 28, 2019 MILPITAS, Calif. – July 30, 2019 – FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2019 FireEye, Inc.

FEYE / FireEye, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on June 20, 2019 Registration No.

Verodin, Inc. 2015 Equity Incentive Plan, as amended, and form agreement thereunder.

Exhibit 99.1 VERODIN, INC. 2015 EQUITY INCENTIVE PLAN 1.PURPOSE. The Verodin, Inc. 2015 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its affiliates, and (b) to increase stockholder value. The Plan will provide participants incentives to increase stockho

FEYE / FireEye, Inc. SD - - SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 601 McCarthy Blvd., Milpitas, California 95035 (Address of principal executive office

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

EX-1.01 2 formsd-5x31x19xexhibit101.htm EXHIBIT 1.01 Exhibit 1.01 Conflict Minerals Report of FireEye, Inc. in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this “Report”) for FireEye, Inc. (“FireEye”, “our” or “we”) covers the reporting period from January 1, 2018 to December 31, 2018, and is presented in accordance with Rule 13p-1 (“Rule 13p-

Agreement and Plan of Reorganization, dated as of May 28, 2019, by and among the Registrant, Viking Merger Corporation, Viking Merger LLC, Verodin, Inc. and Shareholder Representative Services LLC.

EX-2.1 2 a8-kfor5x28x2019xexhibit21.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC., VIKING MERGER CORPORATION, VIKING MERGER LLC, VERODIN, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS STOCKHOLDER REPRESENTATIVE TABLE OF CONTENTS Pages ARTICLE I THE MERGERS 2 1.1 The Mergers 2 1.2 The Closing 2 1.3 Organizational Documents of the Surviving Entitie

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2019 FireEye, Inc.

FireEye Acquires Security Instrumentation Leader Verodin Billings and revenue growth expected to accelerate as combined technologies, intelligence and expertise increase customers’ resilience to cyber attacks and improve return on security investment

Exhibit 99.1 FireEye Acquires Security Instrumentation Leader Verodin Billings and revenue growth expected to accelerate as combined technologies, intelligence and expertise increase customers’ resilience to cyber attacks and improve return on security investments MILPITAS, Calif. – May 28, 2019 – FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced the acquisition

Exhibit 99.2 FireEye Acquisition of Verodin Safe Harbor Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 193

a8kfor5282019exhibit992 Exhibit 99.2 FireEye Acquisition of Verodin Safe Harbor Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s beliefs and assumptions and on information currently

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2019 FireEye, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kfor4x30x2019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorpor

FireEye Reports Financial Results for First Quarter 2019

Exhibit 99.1 FireEye Reports Financial Results for First Quarter 2019 •Q1 revenue of $211 million increased 6 percent from the first quarter of 2018 •Q1 billings of $182 million increased 4 percent from the first quarter of 20181 •Q1 cash flow generated by operations of $24 million increased 166 percent from the first quarter of 2018 •Q1 ending annual recurring revenue of $550 million increased 8

FEYE / FireEye, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

the Registrant’s definitive proxy statement for the Registrant’s 2019 annual meeting of stockholders, which was filed with the Commission on April 8, 2019

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FEYE / FireEye, Inc. S-8

As filed with the Securities and Exchange Commission on February 25, 2019 Registration No.

List of subsidiaries of the Registrant.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Clean Communication Limited Ireland FireEye Australia Pty Ltd Australia FireEye Canada Limited British Columbia FireEye Cybersecurity Private Limited India FireEye Deutschland GmbH Germany FireEye Hong Kong Limited Hong Kong FireEye International, LLC Delaware FireEye

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, Inc. (

FEYE / FireEye, Inc. / VANGUARD GROUP INC Passive Investment

fireeyeinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: FireEye Inc Title of Class of Securities: Common Stock CUSIP Number: 31816Q101 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate

Offer Letter between the Registrant and Adrian McDermott, dated January 25, 2019.

Exhibit 10.1 January 25, 2019 Mr. Adrian McDermott (via email) Dear Adrian, On behalf of the Board of Directors (the “Board”) of FireEye, Inc. (the “Company”), we are pleased to inform you that our Nominating and Corporate Governance Committee has nominated you for election as a member of our Board and our Compensation Committee. This offer is subject to final approval by our Board and election as

Zendesk President of Products Adrian McDermott Joins FireEye Board of Directors

Exhibit 99.2 Zendesk President of Products Adrian McDermott Joins FireEye Board of Directors MILPITAS, Calif. – February 6, 2019 – FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced that Adrian McDermott has been appointed to the FireEye board of directors. McDermott is currently President of Products at Zendesk, a global company that builds software for customer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2019 FireEye, Inc.

FireEye Reports Financial Results for Fourth Quarter and Full Year 2018

Exhibit 99.1 FireEye Reports Financial Results for Fourth Quarter and Full Year 2018 • Record revenue and billings for fourth quarter and full year 2018 • Q4 revenue of $218 million increased 6 percent from the fourth quarter of 2017 • Q4 billings of $265 million increased 10 percent from the fourth quarter of 20171 • Q4 ending annual recurring revenue of $553 million increased 9 percent compared

Quarterly Report - 10-Q

10-Q 1 a10-qxfeyex20180930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

Export Services (preparation and filing of the EEI) Addendum to Flextronics Design and Manufacturing Services Agreement, effective as of October 1, 2018, by and between the Registrant and Flextronics Telecom Systems, Ltd.

Exhibit 10.1 Export Services (preparation and filing of the EEI) Addendum To Flextronics Design and Manufacturing Services Agreement Between Flextronics Telecom Systems, Ltd. and FireEye, Inc THIS ADDENDUM to the Flextronics Design and Manufacturing Services Agreement (hereinafter referred to as the “Amendment”, “Addendum” or “Security Addendum”) is dated and made effective as of 1st day of Octobe

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kfor10x30x2018.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incor

FireEye Reports Financial Results for Third Quarter 2018

Exhibit 99.1 FireEye Reports Financial Results for Third Quarter 2018 • Accelerating innovation across products and services resulted in strong performance on key financial metrics • Q3 revenue of $212 million increased 7 percent from the third quarter of 2017 • Q3 billings of $219 million increased 8 percent from the third quarter of 20171 • Q3 ending annual recurring revenue of $538 million incr

FEYE / FireEye, Inc. CORRESP

October 9, 2018 VIA EDGAR Securities and Exchange Commission Office of Information Technologies and Services Division of Corporation Finance 100 F Street, N.

FEYE / FireEye, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, In

Data Processing Addendum to Flextronics Design and Manufacturing Services Agreement, dated as of April 9, 2018, by and between the Registrant and Flextronics Telecom Systems, Ltd.

EX-10.2 2 flextronics-fireeyedatapro.htm EXHIBIT 10.2 Exhibit 10.2 Data Processing Addendum To Flextronics Design and Manufacturing Services Agreement Between Flextronics Telecom Systems, Ltd. and FireEye, Inc This Data Processing Addendum to the Flextronics Design and Manufacturing Services Agreement (hereinafter referred to as the “Data Processing Addendum” or “Addendum”) is dated and made effec

FireEye Reports Financial Results for Second Quarter 2018

Exhibit 99.1 FireEye Reports Financial Results for Second Quarter 2018 • Q2 revenue of $203 million increased 6 percent from the second quarter of 2017 • Q2 billings of $196 million increased 13 percent from the second quarter of 2017 • Q2 ending annual recurring revenue of $522 million increased 12 percent compared to the end of the second quarter of 2017 • Addition of new logo customers accelera

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2018 FireEye, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2018 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number)

FEYE / FireEye, Inc. SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 601 McCarthy Blvd., Milpitas, California 95035 (Address of principal executive office

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report of FireEye, Inc. in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This Conflict Minerals Report (this “Report”) for FireEye, Inc. (“FireEye”, “our” or “we”) covers the reporting period from January 1, 2017 to December 31, 2017, and is presented in accordance with Rule 13p-1 (“Rule 13p-1”) promulgated under the Securities Exchange Act of

Form of Capped Call Confirmation.

Exhibit 10.1 Form of Capped Call Confirmation [Dealer address] To: FireEye, Inc. 601 McCarthy Blvd. Telephone No.: (408) 321-6300 From: [] Re: [Base][Additional] Capped Call Transaction Ref. No: []1 Date: May [], 2018 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Tr

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number)

Indenture, dated as of May 24, 2018, between the Registrant and U.S. Bank National Association.

Exhibit 4.1 FIREEYE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 24, 2018 0.875% Convertible Senior Notes due 2024 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS Section 1.01 Definitions 1 Section 1.02 References to Interest 13 ARTICLE 2. ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designation and Amount 13 Section 2.02 Form of Notes 1

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number)

FireEye, Inc. Announces Pricing of $525.0 Million Convertible Notes Offering

Exhibit 99.1 FireEye, Inc. Announces Pricing of $525.0 Million Convertible Notes Offering MILPITAS, Calif. - May 21, 2018 - FireEye, Inc. (NASDAQ: FEYE) today announced the pricing of $525.0 million aggregate principal amount of 0.875% convertible senior notes due 2024 (the “notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 FireEye, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36067 20-1548921 (State or other jurisdiction of incorporation) (Commission File Number)

FireEye, Inc. Announces $525.0 Million Convertible Notes Offering

Exhibit 99.1 FireEye, Inc. Announces $525.0 Million Convertible Notes Offering MILPITAS, Calif. - May 21, 2018 - FireEye, Inc. (NASDAQ: FEYE) today announced its intention to offer, subject to market conditions and other factors, $525.0 million aggregate principal amount of convertible senior notes due 2024 (the “notes”), in a private placement to qualified institutional buyers pursuant to Rule 14

ASC 606 Impact to Previously Reported Results FireEye, Inc. adjusted its condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Select condensed consolidated income statement items and balance she

Exhibit 99.2 ASC 606 Impact to Previously Reported Results FireEye, Inc. adjusted its condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Select condensed consolidated income statement items and balance sheet items, which reflect the adoption of ASC 606, are as follows (in thousands): Three months ended March 31, 2017 As Previously Reported

FEYE / FireEye, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEye, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2018 FireEye, Inc.

FireEye Reports Financial Results for First Quarter 2018

Exhibit 99.1 FireEye Reports Financial Results for First Quarter 2018 • Q1 Revenue of $199 million, an increase of 8 percent from the first quarter of 2017 • Q1 Billings of $175.1 million, an increase of 21 percent from the first quarter of 2017 • Q1 Cash flow generated by operations of $9 million, an increase of $26 million from the first quarter of 2017 • Annual recurring revenue of $500 million

FEYE / FireEye, Inc. DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FEYE / FireEye, Inc. DEFINITIVE PROXY STATEMENT

DEF 14A 1 d538669ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,

List of subsidiaries of the Registrant.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Clean Communication Limited Ireland FireEye Australia Pty Ltd Australia FireEye Canada Limited British Columbia FireEye Cybersecurity Private Limited India FireEye Deutschland GmbH Germany FireEye Hong Kong Limited Hong Kong FireEye International, LLC Delaware FireEye

Second Amendment, dated as of October 19, 2017, to the Lease dated as of August 4, 2016 by and between the Registrant and 601 McCarthy Owner, LLC.

Exhibit 10.27 SECOND AMENDMENT THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of October 19, 2017, by and between 601 MCCARTHY OWNER, LLC, a Delaware limited liability company (“Landlord”), and FIREEYE, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain lease dated August 4, 2016 (the “Original Lease”), which Original Lease has

Offer Letter between the Registrant and Frank Verdecanna, dated February 20, 2018.

EX-10.21 2 exhibit1021confirmatoryemp.htm EXHIBIT 10.21 Exhibit 10.21 FIREEYE, INC. February 20, 2018 Frank Verdecanna c/o FireEye, Inc. 601 McCarthy Blvd. Milpitas, CA 95035 Dear Frank: This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Frank Verdecanna (“you”). This Agreement is effective as of the date hereof (the “Effective Date”). The pur

FEYE / FireEye, Inc. 10-K/A (Annual Report)

10-K/A 1 a10-kaxfeyex20171231.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

First Amendment, dated as of December 1, 2016, to the Lease dated as of August 4, 2016 by and between the Registrant and 601 McCarthy Owner, LLC.

Exhibit 10.26 FIRST AMENDMENT THIS FIRST AMENDMENT (the “Amendment”) is dated for reference purposes as of December 1, 2016, by and between 601 MCCARTHY OWNER, LLC, a Delaware limited liability company (“Landlord”), and FIREEYE, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain Lease dated August 4, 2016 (the “Lease”). Pursuant to the Lease, Landl

FEYE / FireEye, Inc. S-8

Document As filed with the Securities and Exchange Commission on February 23, 2018 Registration No.

First Amendment, dated as of December 1, 2016, to the Lease dated as of August 4, 2016 by and between the Registrant and 601 McCarthy Owner, LLC.

EX-10.26 3 exhibit1026firstamendment.htm EXHIBIT 10.26 Exhibit 10.26 FIRST AMENDMENT THIS FIRST AMENDMENT (the “Amendment”) is dated for reference purposes as of December 1, 2016, by and between 601 MCCARTHY OWNER, LLC, a Delaware limited liability company (“Landlord”), and FIREEYE, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain Lease dated Aug

Second Amendment, dated as of October 19, 2017, to the Lease dated as of August 4, 2016 by and between the Registrant and 601 McCarthy Owner, LLC.

Exhibit Exhibit 10.27 SECOND AMENDMENT THIS SECOND AMENDMENT (the ? Amendment ?) is made and entered into as of October 19, 2017, by and between 601 MCCARTHY OWNER, LLC, a Delaware limited liability company (? Landlord ?), and FIREEYE, INC., a Delaware corporation (? Tenant ?). RECITALS A. Landlord and Tenant are parties to that certain lease dated August 4, 2016 (the ? Original Lease ?), which Or

Offer Letter between the Registrant and Frank Verdecanna, dated February 20, 2018.

EX-10.21 2 exhibit1021confirmatoryemp.htm EXHIBIT 10.21 Exhibit 10.21 FIREEYE, INC. February 20, 2018 Frank Verdecanna c/o FireEye, Inc. 601 McCarthy Blvd. Milpitas, CA 95035 Dear Frank: This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Frank Verdecanna (“you”). This Agreement is effective as of the date hereof (the “Effective Date”). The pur

List of subsidiaries of the Registrant.

Exhibit Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Clean Communication Limited Ireland FireEye Australia Pty Ltd Australia FireEye Canada Limited British Columbia FireEye Cybersecurity Private Limited India FireEye Deutschland GmbH Germany FireEye Hong Kong Limited Hong Kong FireEye International, LLC Delaware

FEYE / FireEye, Inc. 10-K (Annual Report)

10-K 1 a10-kxfeyex20171231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

FEYE / FireEye, Inc. / VANGUARD GROUP INC Passive Investment

fireeyeinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: FireEye Inc Title of Class of Securities: Common Stock CUSIP Number: 31816Q101 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate

FireEye Reports Record Revenue for Fourth Quarter and Full Year 2017

Exhibit Exhibit 99.1 FireEye Reports Record Revenue for Fourth Quarter and Full Year 2017 ? Q4 Revenue of $202.3 million, an increase of 10 percent from the fourth quarter of 2016 ? Q4 Billings of $242.2 million, an increase of 9 percent from the fourth quarter of 2016 ? Q4 Cash flow generated by operations was $33.6 million, an increase of 384 percent from the fourth quarter of 2016 ? Deferred re

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2018 FireEye, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36067 FireEy

FireEye Reports Above-Guidance Revenue and Improved Operating Margins for Third Quarter 2017

EX-99.1 2 a8-kfor11x1x2017xexhibit991.htm EXHIBIT 99.1 Exhibit 99.1 FireEye Reports Above-Guidance Revenue and Improved Operating Margins for Third Quarter 2017 • Revenue of $189.6 million grew 2 percent from third quarter 2016 • Operating margins improved 27 percentage points from third quarter 2016 • Product subscription billings increased 28 percent sequentially from second quarter of 2017 • Ca

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2017 FireEye, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of FireEye, Inc.

Veteran Senior Management and Finance Executive Robert Switz Joins FireEye Board of Directors Brings business leadership and board experience across technology market and other industries

Exhibit Exhibit 99.1 Veteran Senior Management and Finance Executive Robert Switz Joins FireEye Board of Directors Brings business leadership and board experience across technology market and other industries MILPITAS, Calif. ? September 13, 2017 ? FireEye, Inc. (NASDAQ: FEYE), the intelligence-led security company, today announced that former ADC Telecommunications chairman, president and CEO Rob