Sec Form 4 Filing - Jeffries Douglas C @ LIFELOCK, INC. - 2016-12-27

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jeffries Douglas C 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 (Last) (First) (Middle) 60 EAST RIO SALADO PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2016 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/27/2016 M 32,000 A $ 11.64 143,351 D COMMON STOCK 12/27/2016 F 20,908 ( 1 ) D $ 23.91 122,443 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 11.64 12/27/2016 A 32,000 ( 2 ) 03/22/2026 COMMON STOCK 32,000 $ 0 39,596 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jeffries Douglas C 60 EAST RIO SALADO PARKWAY, SUITE 400 TEMPE, AZ85281 CFO and CAO Signatures /s/ Stephen Palmer, Attorney-in-Fact 12/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld by the registrant to satisfy the applicable exercise price and tax withholding obligations upon the net exercise of the option, based on the fair market value of a share of the registrant's common stock at the time of exercise, as determined under the LifeLock 2012 Incentive Compensation Plan. ( 2 )This option is subject to an early exercise provision with respect to 32,000 shares subject to the option. The option was early exercised as to 32,000 of the underlying shares on December 27, 2016. Early exercised shares are deemed restricted stock and are subject to a repurchase option in favor of the registrant if the shares remain unvested upon termination of the reporting person's service to the registrant or its subsidiaries. The repurchase right for 25% of the total number of shares underlying this option will vest on March 22, 2017. The remaining shares underlying this option will vest at a rate of 1/48 of the total number of shares underlying this option on the twenty-second of each month thereafter for a period of 36 months.

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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