SEC Form 4
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*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIFELOCK, INC. [ LOCK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
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 10/03/2012 P 250 A $8.79 250 I See footnotes (1) (2) (6)
Common Stock 10/03/2012 S 250 D $8.72 0 I See footnotes (1) (2) (6)
Common Stock 10/03/2012 P 850 A $8.7141 (8) 850 I See footnotes (1) (2) (6)
Common Stock 10/03/2012 S 850 D $8.62 0 I See footnotes (1) (2) (6)
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 (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 C Preferred Stock (6) (6) (6) Common Stock 4,000,000 (6) 4,000,000 I See footnotes (1) (3) (6)
Series D Preferred Stock (6) (6) (6) Common Stock 713,179 (6) 713,179 I See footnotes (1) (4) (6)
Series E-2 Preferred Stock (6) (6) (6) Common Stock 3,400,249 (6) 2,284,960 I See footnotes (1) (5) (6)
Warrants (7) (7) (7) Series E-2 Preferred Stock (7) 571,240 I See footnotes (1) (7)
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
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. The shares of Common Stock, par value $0.001 per share (the "Common Stock"), of LifeLock, Inc. (the "Company") reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
3. GS Group may be deemed to beneficially own indirectly 4,000,000 shares of Common Stock 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.
4. 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.
5. 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.
6. 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 October 3, 2012 (the "S-1"), the Series E-2 Preferred Stock, par value $0.001 per share (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. Based on an IPO price of $9.00 per share, as set forth on the cover page of the S-1, Goldman Sachs will receive an aggregate of 3,400,249 shares of Common Stock from the conversion of the Series E-2 Preferred Stock (subject to possible adjustments, as described in the S-1).
7. 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.
8. Reflects a weighted average purchase price of $8.7141 per share, at prices ranging from $8.71 to $8.72 per share. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price will be provided.
Remarks:
/s/ Yvette Kosic, Attorney-in-fact 10/05/2012
/s/ Yvette Kosic, Attorney-in-fact 10/05/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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