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^*

Deer VI & Co. LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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)

X	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	1,250,929	I	See Footnote⁽¹⁾⁽²⁾⁽³⁾

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 A Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	6,428,571	⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁵⁾	Common Stock	1,550,000	⁽⁷⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁸⁾
Series C Preferred Stock	⁽⁷⁾	⁽⁵⁾	Common Stock	880,663	⁽⁷⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁹⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁵⁾	Common Stock	1,613,265	⁽⁷⁾	I	See Footnote⁽²⁾⁽³⁾⁽¹⁰⁾
Series E Preferred Stock	⁽¹¹⁾	⁽⁵⁾	Common Stock	1,904,133	⁽¹¹⁾	I	See Footnote⁽²⁾⁽³⁾⁽¹²⁾
Common Stock Warrant (Right to Buy)	12/19/2007	⁽¹³⁾	Common Stock	83,333	$4.5	I	See Footnote⁽²⁾⁽³⁾⁽¹⁴⁾
Series A Preferred Stock Warrant (Right to Buy)	11/20/2006	⁽¹⁵⁾	Series A Preferred Stock⁽¹⁶⁾	2,267,357	$0.7	I	See Footnote⁽²⁾⁽³⁾⁽¹⁷⁾
Series E-2 Preferred Stock Warrant (Right to Buy)	⁽¹⁸⁾	⁽¹⁸⁾	Series E-2 Preferred Stock	476,033	$0.01	I	See Footnote⁽²⁾⁽³⁾⁽¹⁹⁾

1. Name and Address of Reporting Person^*

Deer VI & Co. LLC

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bessemer Venture Partners VI L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Bessemer Venture Partners VI Institutional L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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^*

Bessemer Venture Partners Co-Investment L.P.

(Last)

(First)

(Middle)

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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. Bessemer Venture Partners VI L.P. ("BVP VI") owns 928,522 shares. Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") owns 311,656 shares. Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds") owns 10,751 shares.

2. Deer VI & Co. LLC ("Deer VI") is the general partner of each of the Funds. The Funds, together with Deer VI are the "Bessemer Entities." Deer VI disclaims benefical ownership of the securities owned directly by the Funds, and this report shall not be deemed an admission that Deer VI is the benefical owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds.

3. David Cowan, an executive manager of Deer VI, serves as the representative of the reporting persons on the Issuer's board of directors.

4. The Series A Preferred Stock is currently convertible at the option of the holder and will automatically convert into common stock on a 1-for-1.03 basis immediately prior to the closing of the Issuer's initial public offering.

5. This security has no expiration date.

6. BVP VI owns 4,749,107 shares. BVP Co-Investment owns 1,599,107 shares. BVP Institutional owns 80,357 shares.

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

8. BVP VI owns 1,145,063 shares. BVP Co-Investment owns 385,562 shares. BVP Institutional owns 19,375 shares.

9. BVP VI owns 650,590 shares. BVP Co-Investment owns 219,065 shares. BVP Institutional owns 11,008 shares.

10. BVP VI owns 1,209,949 shares. BVP Co-Investment owns 403,316 shares.

11. The Series E Preferred Stock is currently convertible at the option of the holder and 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.

12. BVP VI owns 1,428,100 shares. BVP Co-Investment owns 476,033 shares.

13. 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.

14. BVP VI holds a warrant to purchase 61,562 shares. BVP Co-Investment holds a warrant to purchase 20,729 shares. BVP Institutional holds a warrant to purchase 1,042 shares.

15. The earlier of (a) November 20, 2016, 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 foregoing shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Issuer, to an equity financing in which the Issuer is the surviving corporation or a transaction in which the consideration received is other than solely in cash.

16. Upon the closing of the Issuer's initial public offering, the Series A Preferred Stock Warrants will become exercisable for shares of common stock at the exchange ratio set forth in note (4).

17. BVP VI holds a warrant to purchase 1,675,010 shares. BVP Co-Investment holds a warrant to purchase 564,005 shares. BVP Institutional holds a warrant to purchase 28,342 shares.

18. The Series E-2 Preferred Stock Warrants are not exerciseable prior to March 14, 2014 and will terminate for no value automatically upon the closing of the Issuer's initial public offering.

19. BVP VI LP holds a warrant to purchase 357,025 shares. BVP Co-Investment holds a warrant to purchase 119,008 shares.

Remarks:

	/s/ By: J. Edmund Colloton, Executive Manager	10/02/2012
	/s/ By: Deer VI & Co. LLC, General Partner, By: J. Edmund Colloton, Executive Manager	10/02/2012
	/s/ By: Deer VI & Co. LLC, General Partner, By: J. Edmund Colloton, Executive Manager	10/02/2012
	/s/ By: Deer VI & Co. LLC, General Partner, By: J. Edmund Colloton, Executive Manager	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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