SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Prober Charles J.

(Last)

(First)

(Middle)

C/O LIFE360, INC.

1900 SOUTH NORFOLK STREET, SUITE 310

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Life360, Inc. [ LIF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2024

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	09/10/2024		M		40,000	A	$11.18	152,742⁽¹⁾	D
Common stock	09/11/2024		G		40,000	D	$0	112,742⁽¹⁾	D⁽²⁾
Common Stock								40,000	I⁽²⁾	By Kopansky Prober Revocable Trust
Common Stock	09/11/2024		S		40,000	D	$32.4517⁽³⁾	0	I	By Kopansky Prober Revocable Trust
Common stock	09/11/2024		G		6,000⁽⁴⁾	D	$0	106,742⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$11.18	09/10/2024		M			40,000	⁽⁵⁾	04/12/2028	Common stock	40,000	$0	192,752	D

Explanation of Responses:

1. Includes 5,792 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's common stock upon vesting.

2. On September 11, 2024, the reporting person transferred 40,000 shares of the Issuer's common stock to the Kopansky Prober Revocable Trust for no consideration. The reporting person is trustee of the trust, and he and members of his immediate family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust.

3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $32.03 to $33.50, inclusive, per share. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full details regarding the number of shares sold at each separate price within the range.

4. On September 11, 2024, the reporting person contributed 6,000 shares to a donor-advised fund, which will use the gifted shares for charitable purposes.

5. The stock option vests and becomes exercisable as to 1/2 of the total number of shares on April 12, 2024 and thereafter vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date.

Remarks:

	/s/ Jay Sood, Attorney-in-Fact	09/12/2024
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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