Sec Form 4 Filing - Davis Richard Todd @ LIFELOCK, INC. - 2017-02-09

Insider filing report for Changes in Beneficial Ownership
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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
Davis Richard Todd
2. Issuer Name and Ticker or Trading Symbol
LIFELOCK, INC. [ LOCK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EXECUTIVE VICE CHAIRMAN
(Last) (First) (Middle)
60 EAST RIO SALADO PARKWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2017
(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 02/09/2017( 1 ) D 120,704 ( 2 ) D 201,231 D
COMMON STOCK 02/09/2017( 1 ) D 201,231 ( 3 ) D 0 D
COMMON STOCK 02/09/2017( 1 ) D 633,923 D 0 I BY 2016 TODD DAVIS TRUST
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) $ 4.5 02/09/2017 D 1,000 ( 4 ) 12/05/2017 COMMON STOCK 1,000 $ 0 0 D
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 2.71 02/09/2017 D 614,000 ( 4 ) 08/07/2019 COMMON STOCK 614,000 $ 0 0 D
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 5.2 02/09/2017 D 200,000 ( 4 ) 03/29/2022 COMMON STOCK 200,000 $ 0 0 D
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 11.05 02/09/2017 D 350,000 ( 4 )( 5 ) 02/22/2023 COMMON STOCK 350,000 $ 0 0 D
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 18.73 02/09/2017 D 187,500 ( 4 )( 6 ) 03/24/2024 COMMON STOCK 187,500 $ 0 0 D
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 13.96 02/09/2017 D 184,500 ( 4 )( 7 ) 03/23/2025 COMMON STOCK 184,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davis Richard Todd
60 EAST RIO SALADO PARKWAY, SUITE 400
TEMPE, AZ85281
X EXECUTIVE VICE CHAIRMAN
Signatures
/s/ Stephen Palmer, Attorney-in-Fact 02/13/2017
Signature of Reporting Person Date
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 13,020 restricted shares, payment in respect of which is subject to the same terms and conditions as the restricted shares.
( 3 )Consists of 201,231 unvested restricted stock units ("RSUs"). Upon Closing, unvested RSUs were converted into the right to receive, on the same terms and conditions as the unvested RSU, a number of shares of the common stock of Acquiror equal to the number of shares subject to the unvested RSU times the quotient 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.
( 4 )Upon the closing, vested options were cancelled and converted into the right to receive an amount of cash equal to the number of shares subject to the option multiplied by the difference between the Merger Consideration and the applicable exercise price. Unvested options were 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.
( 5 )Includes 7,292 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
( 6 )Includes 54,668 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.
( 7 )Includes 99,938 options, the vesting of which was accelerated at the Closing. Options were cancelled or converted as described above.

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