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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/27/2022 |
3. Issuer Name and Ticker or Trading Symbol
Life360, Inc. [ 360.AX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 501,815(1) | D | |
Common Stock | 64,379(2) | I | Held by ICCA Labs, LLC(3) |
Common Stock | 70,573(4) | I | Held by Stynge Pty Ltd ATF Sandy Bay Trust(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (6) | 04/29/2031 | Common Stock | 12,203 | $13.35 | D | |
Stock Option (right to buy) | (7) | 05/20/2032 | Common Stock | 15,794 | $8.19 | D |
Explanation of Responses: |
1. Includes 480,347 shares of the Issuer's common stock underlying 1,441,041 Chess Depositary Interests ("CDIs"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. Also includes 4,581 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's common stock upon vesting. |
2. Represents shares of the Issuer's common stock underlying 193,137 CDIs. |
3. The Reporting Person has shared investment control over Carthona Capital FS Pty Ltd. ("Carthona Capital"). Carthona Capital is a member of ICCA Labs, LLC, an entity that holds an aggregate of 133,408 shares of the Issuer's common stock underlying 400,224 CDIs. The number of shares reported herein represents Carthona Capital's proportionate ownership interest in ICCA Labs, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
4. Represents shares of the Issuer's common stock underlying 211,720 CDIs. |
5. The Reporting Person has shared investment control of Stynge Pty Ltd ATF Sandy Bay Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
6. The stock option is fully vested and exercisable. |
7. The stock option vests and becomes exercisable as to 1/4th of the total number of shares in equal quarterly installments beginning on August 15, 2022, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date. |
Remarks: |
/s/ Daniel Menudier, as Attorney-in-Fact | 06/27/2022 | |
** 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). | ||
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. |