SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KPCB XII Associates, LLC

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2012

3. Issuer Name and Ticker or Trading Symbol
LIFELOCK, INC. [ LOCK ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	140,911	I	See Footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	4,714,320	⁽³⁾	I	See Footnote⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	628,449	⁽³⁾	I	See Footnote⁽²⁾⁽⁶⁾
Series D Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	952,587	⁽³⁾	I	See Footnote⁽²⁾⁽⁷⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁴⁾	Common Stock	575,429	⁽⁸⁾	I	See Footnote⁽²⁾⁽⁹⁾
Common Stock Warrant (Right to Buy)	12/19/2007	⁽¹⁰⁾	Common Stock	75,550	$4.5	I	See Footnote⁽²⁾⁽¹¹⁾
Series E Preferred Stock Warrant (Right to Buy)	⁽¹²⁾	⁽¹²⁾	Series E Preferred Stock	143,858	$0.01	I	See Footnote⁽²⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

KPCB XII Associates, LLC

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KPCB XII Founders Fund, LLC

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KLEINER PERKINS CAUFIELD & BYERS XII, LLC

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Kleiner Perkins Caufield & Byers XII, LLC ("KPCB XII") owns 139,139 shares. KPCB XII Founders Fund, LLC ("KPCB XII Founders") owns 1,772 shares. Excludes 14,517 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

2. The managing member of KPCB XII and KPCB XII Founders is KPCB XII Associates, LLC ("XII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XII Associates, none of whom has veto power.

3. The Series B, Series C, and Series D Preferred Stock will automatically convert into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

4. Not applicable.

5. KPCB XII owns 4,625,920 shares. KPCB XII Founders owns 88,400 shares. Excludes 485,680 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

6. KPCB XII owns 616,665 shares. KPCB XII Founders owns 11,784 shares. Excludes 64,744 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

7. KPCB XII owns 940,609 shares. KPCB XII Founders owns 11,978 shares. Excludes 98,138 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

8. The Series E Preferred Stock will automatically convert into common stock on a 1-for-1.3392 basis immediately prior to the closing of the Issuer's initial public offering.

9. KPCB XII owns 568,193 shares. KPCB XII Founders owns 7,236 shares. Excludes 59,282 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

10. The earlier of (a) December 19, 2014, or (b) the sale, conveyance or disposal of all or substantially all of the Issuer's property or business or the Issuer's merger with or into or consolidation with any other corporation (other than a wholly owned subsidiary of the Issuer) or any other transaction or series of related transactions in which more than 50% of the voting power of the Issuer is disposed of, provided that the consideration received by the Funds is entirely in the form of cash and provided further that the foregoing shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Issuer or to any equity financing in which the Issuer is the surviving corporation.

11. KPCB XII holds warrants to purchase 74,133 shares. KPCB XII Founders holds warrants to purchase 1,417 shares. Excludes warrants to purchase 7,783 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

12. The Series E Preferred Stock Warrants are not exercisable prior to March 14, 2014 and will terminate for no value automatically upon the closing of the Issuer's initial public offering.

13. KPCB XII holds warrants to purchase 142,049 shares. KPCB XII Founders holds warrants to purchase 1,809 shares. Excludes warrants to purchase 14,820 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

Remarks:

The Reporting Persons disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Persons are the beneficial owners of these shares for purposes of Section 16 or for any other purpose.

	/s/ Paul Vronsky, General Counsel	10/02/2012
	Paul Vronsky, General Counsel	10/02/2012
	Paul Vronsky, General Counsel	10/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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