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).

1. Name and Address of Reporting Person^*

Jeffries Douglas C

(Last)

(First)

(Middle)

60 EAST RIO SALADO PARKWAY, SUITE 400

(Street)

TEMPE

85281

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2017

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	02/09/2017⁽¹⁾		D		122,443⁽²⁾	D	⁽¹⁾	0	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)
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$11.64	02/09/2017		D			39,592⁽³⁾	⁽³⁾	03/22/2026	COMMON STOCK	39,592	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$16.84	02/09/2017		D			58,054⁽³⁾	⁽³⁾	08/18/2026	COMMON STOCK	58,054	$0	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$16.13	02/09/2017		D			92,886⁽³⁾	⁽³⁾	09/15/2026	COMMON STOCK	92,886	$0	0	D

Explanation of Responses:

1. On November 20, 2016, LifeLock, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), as amended on January 16, 2017, with Symantec Corporation (the "Acquiror") and L1116 Merger Sub, Inc., a wholly-owned subsidiary of the Acquiror. Upon completion of the merger of the Issuer and L1116 Merger Sub, Inc.(the "Closing"), the Reporting Person's shares of the Issuer's Common Stock were cancelled and converted into the right to receive $24 in cash, without interest, (the "Merger Consideration").

2. Common Stock cancelled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of this Common Stock and the Merger Consideration. Includes 106,351 restricted shares, payment in respect of which is subject to the same terms and conditions as the restricted shares.

3. Upon Closing, reflects an aggregate of 190,532 options, the vesting of which was accelerated at the Closing and converted into options to acquire a number of shares of common stock of the Acquiror equal to the number of shares subject to the unvested option times the quotient (the "Exchange Ratio") of $24 divided by the volume-weighted average of the trading prices of the shares of Acquiror's common stock on the NASDAQ for the ten trading days ending with, and including, February 9, 2016, at an exercise price equal to the exercise price of the unvested option divided by the Exchange Ratio and otherwise on the same terms and conditions as the unvested option.

Remarks:

	/s/ Stephen Palmer, Attorney-in-Fact	02/13/2017
	** 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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