SEC FORM 4

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

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)
10/09/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2012		C		8,113,428	A	⁽³⁾	8,113,428	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽³⁾	10/09/2012		C			4,000,000	⁽³⁾	⁽³⁾	Common Stock	4,000,000⁽³⁾	⁽³⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Series D Preferred Stock	⁽³⁾	10/09/2012		C			713,179	⁽³⁾	⁽³⁾	Common Stock	713,179⁽³⁾	⁽³⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Series E-2 Preferred Stock	⁽³⁾	10/09/2012		C			2,914,238	⁽³⁾	⁽³⁾	Common Stock	3,400,249⁽³⁾	⁽³⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Warrants	⁽³⁾	10/09/2012		J⁽⁴⁾			571,240	⁽⁴⁾	⁽⁴⁾	Series E-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾

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 8,113,428 shares of common stock, par value $0.001 per share (the "Common Stock") of LifeLock Inc. (the "Company") (a portion of which is subject to possible repurchase by the Company, as described in the S-1, defined below) by reason of the direct beneficial ownership of such shares by Goldman Sachs.

3. Each share of Series C preferred stock and Series D preferred stock automatically converted 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") automatically converted into a number of shares of Common Stock that depended 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 received an aggregate of 3,400,249 shares of Common Stock from the conversion of the Series E-2 Preferred Stock (a portion of which is subject to possible repurchase by the Company, as described in the S-1).

4. Goldman Sachs held 571,240 warrants (the "Warrants") to purchase shares of Series E-2 Preferred Stock prior to the closing of the IPO. The Warrants terminated automatically upon the closing of the IPO.

Remarks:

	/s/ Yvette Kosic, Attorney-in-fact	10/11/2012
	/s/ Yvette Kosic, Attorney-in-fact	10/11/2012
	** Signature of Reporting Person	Date
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