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^*

COWAN DAVID J/CA

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT

10538

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014

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

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

X	Form filed by One Reporting Person
	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	09/02/2014		X⁽¹⁾		0⁽¹⁾	A	$0⁽¹⁾	334,415⁽¹⁾⁽²⁾	D⁽²⁾⁽³⁾
Common Stock	09/02/2014		S		0⁽⁴⁾	D	$0⁽⁴⁾	334,415⁽²⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾

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)
Common Stock Warrant (Right to Buy)	$4.5⁽¹⁾	09/02/2014		X			0⁽¹⁾⁽⁵⁾	12/19/2007	⁽⁶⁾	Common Stock	0⁽⁵⁾	$0	0.00	I	See Footnote⁽²⁾

Explanation of Responses:

1. On September 2, 2014, Bessemer Venture Partners VI L.P. ("BVP VI"), Bessemer Venture Partners Co-Investment L.P. ("BVP Co") and Bessemer Venture Partners VI Institutional L.P. ("BVP VI Inst" and, collectively with BVP VI and BVP VI Co, the "Funds") exercised warrants to purchase shares of common stock (the "Shares") from the Issuer at a price of $4.50 per share (the "Common Stock Warrants"). Upon exercise, BVP VI, BVP Co and BVP VI Inst acquired 61,562, 20,729 and 1,042 Shares respectively. After the exercise, BVP VI held 7,838,469 Shares, BVP Co held 2,537,519 Shares, and BVP VI Inst held 86,586 Shares.

2. Mr. Cowan is an executive manager and a member of Deer VI & Co. LLC ("Deer VI"), the general partner of each of the Funds (as defined below). Mr. Cowan disclaims beneficial ownership of the securities and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co.

3. Represents 26,250 Shares held personally, 76,945 Shares held by the Cowan Family Trust UDT dated 10-17-02 (the "Cowan Family Trust") and 231,220 Shares held by David Cowan Partners II, a DE Multiple Series Limited Partnership (Series A) ("Cowan Partners"). Mr. Cowan and his spouse are the trustees of the Cowan Family Trust and the general partners of Cowan Partners. Mr. Cowan disclaims beneficial ownership of the securities held by the Cowan Family Trust and Cowan Partners, and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, therein.

4. On September 2, 2014, BVP VI sold 62,439 Shares, BVP Co sold 20,207 Shares, and BVP VI Inst sold 687 Shares at a weighted average price sale of $14.785. As result of the reported transactions, BVP VI now holds 7,776,030 Shares, BVP Co holds 2,517,312 Shares, and BVP VI Inst holds 85,899 Shares.

5. BVP VI held a Common Stock Warrant to purchase 61,562 Shares. BVP Co-Investment held a Common Stock Warrant to purchase 20,729 Shares. BVP Institutional held a Common Stock Warrant to purchase 1,042 Shares.

6. The earlier of (a) December 19, 2014, or (b) the sale, conveyance or disposal of all or substantially all of the Issuer's property or business or the Issuer's merger with or into or consolidation with any other corporation (other than a wholly owned subsidiary of the Issuer) or any other transaction or series of related transactions in which more than 50% of the voting power of the Issuer is disposed of, provided that the consideration received by the Funds is entirely in the form of cash and provided further that the foregoing shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Issuer or to any equity financing in which the Issuer is the surviving corporation.

	/s/ David Cowan	09/04/2014
	** Signature of Reporting Person	Date
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