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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIFELOCK, INC. [ LOCK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/09/2012 | C | 13,495,115(1) | A | (2)(3)(4) | 14,746,044 | I | See Footnote(5)(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 10/09/2012 | C | 6,428,571 | (2) | (2) | Common Stock | 6,617,647(2) | $0.00 | 0 | I | See Footnote(5)(6)(8) | |||
Series B Preferred Stock | (3) | 10/09/2012 | C | 1,550,000 | (3) | (3) | Common Stock | 1,550,000(3) | $0.00 | 0 | I | See Footnote(5)(6)(9) | |||
Series C Preferred Stock | (3) | 10/09/2012 | C | 880,663 | (3) | (3) | Common Stock | 880,663(3) | $0.00 | 0 | I | See Footnote(5)(6)(10) | |||
Series D Preferred Stock | (3) | 10/09/2012 | C | 1,613,265 | (3) | (3) | Common Stock | 1,613,265(3) | $0.00 | 0 | I | See Footnote(5)(6)(11) | |||
Series E Preferred Stock | (4) | 10/09/2012 | C | 1,904,133 | (4) | (4) | Common Stock | 2,833,540(4) | $0.00 | 0 | I | See Footnote(5)(6)(12) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The total represents shares received upon conversion of shares of Series A, Series B, Series C, Series D, and Series E Preferred Stock. |
2. The Series A Preferred Stock automatically converted into common stock on a 1-for-1.0294 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
3. The Series B, Series C, and Series D Preferred Stock automatically converted into common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
4. The Series E Preferred Stock automatically converted into common stock on a 1-for-1.4881 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
5. Deer VI & Co. LLC ("Deer VI") is the general partner of each of the Funds (as defined below). 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. |
6. David Cowan, an executive manager of Deer VI, serves as the representative of the reporting persons on the Issuer's board of directors. |
7. The total shares held after the conversion of the preferred stock includes 10,948,066 shares held by Bessemer Venture Partners VI L.P. ("BVP VI"), 3,674,124 shares held by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment"), and 123,854 shares held by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds"). |
8. As a result of the conversion of the Series A Preferred Stock into common stock, BVP VI owns 4,888,787 shares, BVP Co-Investment owns 1,646,140 shares, and BVP Institutional owns 82,720 shares. |
9. As a result of the conversion of the Series B Preferred Stock into common stock, BVP VI owns 1,145,063 shares, BVP Co-Investment owns 385,562 shares, and BVP Institutional owns 19,375 shares. |
10. As a result of the conversion of the Series C Preferred Stock into common stock, BVP VI owns 650,590 shares, BVP Co-Investment owns 219,065 shares, and BVP Institutional owns 11,008 shares. |
11. As a result of the conversion of the Series D Preferred Stock into common stock, BVP VI owns 1,209,949 shares and BVP Co-Investment owns 403,316 shares. |
12. As a result of the conversion of the Series E Preferred Stock into common stock, BVP VI owns 2,125,155 shares and BVP Co-Investment owns 708,385 shares. |
Remarks: |
/s/ J. Edmund Colloton, Executive Manager | 10/11/2012 | |
Deer VI & Co. LLC, General Partner By: J. Edmund Colloton, Executive Manager | 10/11/2012 | |
Deer VI & Co. LLC, General Partner By: J. Edmund Colloton, Executive Manager | 10/11/2012 | |
Deer VI & Co. LLC, General Partner By: J. Edmund Colloton, Executive Manager | 10/11/2012 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |