SEC FORM 3

SEC Form 3

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^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2012

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	4,000,000⁽⁵⁾	$0	I	See footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	713,179⁽⁵⁾	$0	I	See footnotes⁽¹⁾⁽³⁾⁽⁵⁾
Series E-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,914,238⁽⁴⁾⁽⁵⁾	$0	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾
Warrants	⁽⁶⁾	⁽⁶⁾	Series E-2 Preferred Stock	⁽⁶⁾	$0	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

2. GS Group may be deemed to beneficially own indirectly 4,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") of LifeLock, Inc. (the "Company"), by reason of the direct beneficial ownership of 4,000,000 shares of Series C preferred stock, par value $0.001 per share (the "Series C Preferred Stock") by Goldman Sachs.

3. GS Group may be deemed to beneficially own indirectly 713,179 shares of Common Stock by reason of the direct beneficial ownership of 713,179 shares of Series D preferred stock, par value $0.001 per share (the "Series D Preferred Stock") by Goldman Sachs.

4. GS Group may be deemed to beneficially own indirectly 2,284,960 shares of Common Stock (subject to adjustment, as described in the S-1, defined below) by reason of the direct beneficial ownership of 2,284,960 shares of Series E-2 preferred stock, par value $0.001 per share (the "Series E-2 Preferred Stock") by Goldman Sachs.

5. Each share of Series C Preferred Stock and Series D Preferred Stock will automatically convert into one share of Common Stock immediately prior to the closing of the initial public offering of the Company's Common Stock (the "IPO"). As described in the Company's registration statement filed with the U.S. Securities and Exchange Commission on September 27, 2012 (the "S-1"), the Series E-2 Preferred Stock will automatically convert into a number of shares of Common Stock that depends in part on the IPO price of the Common Stock. If the anticipated IPO price is equal to $10.50 per share, the midpoint of the price range set forth on the cover page of the S-1, Goldman Sachs will receive an aggregate of 2,914,238 shares of Common Stock from the conversion of the Series E-2 Preferred Stock (as described in the S-1).

6. Goldman Sachs holds 571,240 warrants (the "Warrants") to purchase shares of Series E-2 Preferred Stock. The Warrants will terminate automatically upon the closing of the IPO.

Remarks:

	/s/ Yvette Kosic, Attorney-in-fact	10/02/2012
	/s/ Yvette Kosic, Attorney-in-fact	10/02/2012
	** 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 5 (b)(v).
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